Exhibit 10.5


FINANCIAL INSTITUTIONS RETIREMENT FUND


 


REGULATIONS


governing


THE COMPREHENSIVE RETIREMENT PROGRAM


 



25th Revision, Effective June 30, 2002


 


	

108   Corporate Park Drive
  	
  
•
  	

P.O. Box   847
  	
  
•
  	

White   Plains, NY  10604
  












FINANCIAL INSTITUTIONS RETIREMENT FUND


Established December 1, 1943


A non-profit, IRS qualified, tax-exempt, pension plan and trust through which Federal Home Loan Banks, Savings and Loan Associations and similar institutions, or any other federally insured financial institutions (including those organizations serving them) may cooperate in providing for the retirement of their employees.  These Regulations, including the Appendices attached hereto, contain the governing provisions of the Retirement Fund’s Comprehensive Retirement Program, a plan which provides retirement and death benefits.  All contributions to the Retirement Fund are commingled, and all assets of the Retirement Fund are invested on a pooled basis, without allocation to individual employers or employees.  All amounts payable by the Retirement Fund are a general charge upon all its assets.


Effective June 30, 2002 (including amendments through July 1, 2002), except as otherwise provided, the Financial Institutions Retirement Fund’s Comprehensive Retirement Program is hereby amended and restated in its entirety to provide as follows:










TABLE OF CONTENTS

	
  
ARTICLE I
  	
  
DEFINITIONS
  	
  
 
  	
  
1
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE II
  	
  
PARTICIPATION AND   MEMBERSHIP
  	
  
 
  	
  
13
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
   
  	
  
Section 1.
  	
  
Employer Participation
  	
  
 
  	
  13
 
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 2.
  	
  
Employee Membership
  	
  
 
  	
  
14
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE III
  	
  
SERVICE
  	
  
 
  	
  
17
  
	
   
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 1.
  	
  
Benefit Service
  	
  
 
  	
  
17
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 2.
  	
  
Vesting Service
  	
  
 
  	
  
18
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  ARTICLE IV
  	
  
BASIC BENEFITS
  	
  
 
  	
  
19
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 1.
  	
  
Normal Retirement
  	
  
 
  	
  
19
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 2.
  	
  
Early Retirement
  	
  
 
  	
  
19
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 3.
  	
  
Death Benefits
  	
  
 
  	
  
24
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 4.
  	
  
Post-Age 65 Accruals
  	
  
 
  	
  
29
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
   
  	
  
Section 5.
  	
  
Effect of Social Security   Act
  	
  
 
  	
  
29
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE V
  	
  
BENEFIT FORMULAS AND   ADDITIONAL BENEFITS
  	
  
 
  	
  
30
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 1.
  	
  
Normal Retirement Benefit   Formulas
  	
  
 
  	
  
30
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 2.
  	
  
Early Retirement Factors
  	
  
 
  	
  
49
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 3.
  	
  
Disability Retirement   Benefit
  	
  
 
  	
  
50
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
   
  	
  
Section 4.
  	
  
Additional Death Benefits
  	
  
 
  	
  
52
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 5.
  	
  
Retirement Adjustment Payment
  	
  
 
  	
  
53
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 6.
  	
  
Post-Retirement   Supplements
  	
  
 
  	
  
54
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 7.
  	
  
Supplemental Early Retirement   Window Benefit
  	
  
 
  	
  
55
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 8.
  	
  
Reduction in Accrual Rate   for Certain Employees
  	
  
 
  	
  
58
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  ARTICLE VI
  	
  
OPTIONAL FORMS OF PAYMENT
  	
  
 
  	
  
60
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 1.
  	
  
Options
  	
  
 
  	
  
60
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 2.
  	
  
Conditions of Election
  	
  
 
  	
  
61
  











	
  
ARTICLE VII
  	
  
METHOD OF PAYMENT
  	
  
 
  	
  
62
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE VIII
  	
  
RESTORATION OF A RETIREE   TO SERVICE
  	
  
 
  	
  
68
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE IX
  	
  
CONTRIBUTIONS
  	
  
 
  	
  
69
  
	
   
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 1.
  	
  
Engagement of Actuary
  	
  
 
  	
  
69
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 2.
  	
  
Single Plan
  	
  
 
  	
  
69
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
   
  	
  
Section 3.
  	
  
Contributions by Employers
  	
  
 
  	
  
69
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 4.
  	
  
Administrative Expenses
  	
  
 
  	
  
70
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 5.
  	
  
Contributions by Members
  	
  
 
  	
  
70
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 6.
  	
  
Contribution Requirements   for Benefit Improvements
  	
  
 
  	
  
72
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 7.
  	
  
Return of Contributions to   Employer
  	
  
 
  	
  
72
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  ARTICLE X
  	
  
EFFECTS OF VARIOUS EVENTS   ON MEMBERSHIP AND SERVICE
  	
  
 
  	
  
74
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 1.
  	
  
Termination of Membership
  	
  
 
  	
  
74
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 2.
  	
  
Reinstatement of   Membership and Service
  	
  
 
  	
  
74
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 3.
  	
  
Inactive Membership
  	
  
 
  	
  
75
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 4.
  	
  
Leaves of Absence
  	
  
 
  	
  
77
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
   
  	
  
Section 5.
  	
  
Service With a Controlled   Corporation
  	
  
 
  	
  
78
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 6.
  	
  
Uniform Applicability of   Rules
  	
  
 
  	
  
78
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE XI
  	
  
MISCELLANEOUS PROVISIONS
  	
  
 
  	
  
79
  
	
   
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 1.
  	
  
Limitations on Benefits   Required by the IRC
  	
  
 
  	
  
79
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 2.
  	
  
Small Benefits
  	
  
 
  	
  
84
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
   
  	
  
Section 3.  
  	
  
Amounts Payable to  Incompetents, Minors or Estates
  	
  
 
  	
  
85
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 4.
  	
  
Non-alienation   of Amounts Payable
  	
  
 
  	
  
85
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 5.
  	
  
Unclaimed   Benefits
  	
  
 
  	
  
86
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 6.
  	
  
Top Heavy   Provisions
  	
  
 
  	
  
86
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 7.
  	
  
Transfer of   Assets and Liabilities from Prior Plan
  	
  
 
  	
  
90
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
   
  	
  
Section 8.
  	
  
Supplemental   Retirement Allowance
  	
  
 
  	
  
90
  











	
  
ARTICLE XII
  	
  
WITHDRAWAL   OF PARTICIPATING EMPLOYER
  	
  
 
  	
  
92
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 1.
  	
  
Notice and   Effect
  	
  
 
  	
  
92
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 2.
  	
  
Distributable   Fund
  	
  
 
  	
  
95
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 3.
  	
  
Payment of   Distributable Fund
  	
  
 
  	
  97
 
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
   
  	
  
Section 4.
  	
  
Partial   Termination
  	
  
 
  	
  
99
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 5.
  	
  
Transfer to   Qualified Successor Plan
  	
  
 
  	
  
99
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 6.
  	
  
Special   Procedures Upon Conservatorship or Receivership
  	
  
 
  	
  
99
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE XIII
  	
  
TERMINATION   OF THE TRUST
  	
  
 
  	
  
102
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE XIV
  	
  
ADMINISTRATION   AND MANAGEMENT OF FUND
  	
  
 
  	
  
106
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 1.
  	
  
Administration
  	
  
 
  	
  
106
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 2.
  	
  
Dispute   Resolution
  	
  
 
  	
  
108
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Section 3.
  	
  
Management
  	
  
 
  	
  
109
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
   
  	
  
Section 4.
  	
  
Information   and Communications
  	
  
 
  	
  
112
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE XV
  	
  
AMENDMENTS
  	
  
 
  	
  
116
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE XVI
  	
  
INTERPRETATION
  	
  
 
  	
  
117
  












REGULATI    ONS


As amended to July 1, 2002


ARTICLE I     DEFINITIONS


The following words and phrases as used in these Regulations shall have the following meanings:

	
  
(1)
  	
  
Abbreviations used in the   following text shall mean:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
IRS
  	
  
U.S. Internal Revenue   Service
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
IRS Regulations
  	
  
Regulations under the U.S.   Internal Revenue Code
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
IRC
  	
  
U.S. Internal Revenue Code   of 1986, as amended
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
ERISA
  	
  
Employee Retirement Income   Security Act of 1974, as amended
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
PBGC
  	
  
Pension Benefit Guaranty   Corporation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
DOL
  	
  
U.S. Department of Labor
  






	
  
(2)
  	
  
“Accumulated   Contributions” -   The amount of benefit standing to the credit of a Member representing the   contributions made by the Member together with Regular Interest thereon as   determined in accordance with ERISA.
  
	
  
 
  	
  
 
  
	
  
(3)
  	
  
“Actuarial   Increase Adjustment Factor” - The monthly increase to the Member’s Retirement Allowance   beginning as of the Member’s Normal Retirement Date.  Such monthly increase shall be determined   as follows:
  








	
  
Age
  	
   
 	
  
Adjustment
  
	
  


  	
  
 
  	
  


  
	
  65–70
  	
  
 
  	
  
.8%   per month
  
	
  
70–75
  	
  
 
  	
  
1.0%   per month
  
	
  
75–80
  	
  
 
  	
  
1.2%   per month
  
	
  
80–85
  	
  
 
  	
  
1.5%   per month
  
	
  
85–90
  	
  
 
  	
  
1.9%   per month
  
	
  
90–95
  	
  
 
  	
  
2.5%   per month
  
	
  
95   and older
  	
  
 
  	
  
3.4%   per month
  








	
  
(4)
  	
  
“Beneficiary”   - In accordance   with Article IV, Section 3 and applicable law, the person or persons, other   than a Contingent Annuitant, designated to receive any amount payable upon   the death of a Member or Retiree.    Such designation may
  



1










	
  
 
  	
  
be made or changed only by   the Member or Retiree on a form provided by, and filed with, the Retirement   Fund prior to the Member’s death.  If   no Beneficiary is designated, or if the designated Beneficiary predeceases   the Member or Retiree, then (except as provided in Article IV,   Section 3(C) or Article VI, Section 1, Option 2) any such   amount payable shall be paid to the estate of such Member or Retiree upon the   Member’s or Retiree’s death.
  
	
  
 
  	
  
 
  
	
  
(5)
  	
  
“Benefit   Service” - The   period of Service counted in determining a Member’s benefits as described in   Article III.
  
	
   
  	
  
 
  
	
  
(6)
  	
  
“Board” - The Board of Directors provided for in   Article XIV to direct the operations of the Retirement Fund.
  
	
  
 
  	
  
 
  
	
  
(7)
  	
  
“Break in   Service” -  A Period of Severance of at least 12 consecutive   months.
  
	
  
 
  	
  
 
  
	
  
(8)
  	
  
“CCL”    -  For purposes of Subsections   (E), (F), (G), (H), (I), (J), (K), (L), (M), (N), (O), (P), (Q) and (S) of   Article V, Section 1 (except as otherwise provided in the following paragraph),   the average of the taxable wage bases in effect under Section 230 of the   Social Security Act as of the beginning of each Plan Year included in the   35-year period ending with the last day of the calendar year preceding the   calendar year in which the Member attains (or will attain) his social security   retirement age, as defined in Section 415(b)(8) of the IRC.  However, commencing with the Plan Year   beginning on July 1, 1995, CCL shall mean the average of the taxable wage   bases in effect under Section 230 of the Social Security Act as of the beginning   of each Plan Year included in the 35-year period ending with the last day of   the calendar year in which the Member attains (or will attain) his social   security retirement
age, as defined in Section 415(b)(8) of the IRC.
  
	
   
  	
  
 
  
	
  
 
  	
  
The taxable wage base for the   current Plan Year and any subsequent Plan Year shall be assumed to be the   same as the taxable wage base in effect as of the beginning of the Plan Year   for which the determination is being made.    In addition, a Member’s CCL for a Plan Year beginning before the   35-year period referred to in this paragraph shall be the taxable wage base   in effect as of the beginning of such Plan Year.
  




2









	
  
 
  	
  
For purposes of   Subsections (G), (H), (I), (J), (K), (L), (M), (N), (O), (P), (Q) and (S) of   Article V, Section 1, in lieu of the foregoing definition of CCL, an Employer   may elect, on a uniform basis for its Members, to define CCL as the greater   of $10,000 or one-half of the “covered compensation” (as defined in Section   1.401(l)-1(c)(7) of the IRS Regulations) of an individual who attains his   social security retirement age in the calendar year in which the Plan Year   begins.
  
	
  
 
  	
  
 
  
	
  
(9)
  	
  
“Career   Average Salary”  -    The average annual Salary during the period of Benefit Service.
  
	
   
  	
  
 
  
	
  
(10)
  	
  
“Cash   Balance Account” -   The Cash Balance Account as defined in Article V, Section 1(R).
  
	
  
 
  	
  
 
  
	
  
(11)
  	
  
“ Change   of Control” - A   Buyout, Merger, or Substantial Change of Ownership.  For this purpose, these terms shall have the following meaning:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Buyout” - A transaction or series of related   transactions by which the Employer is sold, either through the sale of a   Controlling Interest in the Employer’s voting stock or through the sale of   all or substantially all of the Employer’s assets, to a party not having a   Controlling Interest in the Employer’s voting stock.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Merger” - A transaction or series of   transactions wherein the Employer is combined with another business entity,   and after which the persons or entities who had owned, either directly or   indirectly, a Controlling Interest in the Employer’s voting stock own less   than a Controlling Interest in the voting stock of the combined entity.
  
	
   
  	
  
 
  
	
  
 
  	
  
“Controlling Interest” - The ownership,   either directly or indirectly, of more than 20% of the Employer’s voting   stock.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Substantial Change of Ownership” - A   transaction or series of transactions in which a Controlling Interest in the   Employer is acquired by or for a person or persons or business entity, which   person(s) or entity did not own, either directly or indirectly, a Controlling   Interest in the Employer.
  
	
  
 
  	
  
 
  
	
  
(12)
  	
  
“Commencement   Date” - The date on   which an Employer begins to participate in the Retirement Fund’s   Comprehensive Retirement Program.
  




3









	
  
(13)
  	
  
“Commuted   Value” - The   present value of a series of future installment payments discounted at the   rate of 7% per annum.
  
	
   
  	
  
 
  
	
  
(14)
  	
  
“Contingent   Annuitant” - A   person designated to receive a continuing allowance under one of the options   of, and in accordance with, Article VI upon the death of a Retiree.
  
	
  
 
  	
  
 
  
	
  
(15)
  	
  
“Disability   Retirement Date” -   The first day of the month coincident with or next following the date on   which the Member separates from active employment by reason of disability.
  
	
  
 
  	
  
 
  
	
  
(16)
  	
  
“Early   Retirement Date” -   The first day of the month coincident with or next following the Member’s   termination of employment and the Member’s attainment of (i) age 45, (ii) age   55, or (iii) age 55 plus the completion of ten (10) years of Vesting Service,   as designated by the Employer.
  
	
  
 
  	
  
 
  
	
  
(17)
  	
  
“Effective   Date” - Except as   otherwise noted herein, the effective date of the Regulations, as amended and   restated, is June 30, 2002 (including amendments effective through July 1,   2002).
  
	
   
  	
  
 
  
	
  
(18)
  	
  
“Employee”   - Unless an   Employer elects otherwise or as necessary to satisfy the requirements of IRC   Sections 410(b) and 401(a)(26) and the IRS Regulations thereunder, any person   in the Service of an Employer who receives a Salary, and any Leased   Employees.  If an individual receives   no income from an Employer other than commissions and such Employer does not   elect to include commissions as Salary under Section (43) of this Article,   then such individual shall not be treated as an Employee for purposes of the   Regulations.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Employees classified by   the Employer as independent contractors who are subsequently determined by   the Internal Revenue Service to be Employees shall not be Members of the   Retirement Fund.
  
	
  
 
  	
  
 
  
	
  
(19)
  	
  
“Employer”   - Any institution   which has adopted the Regulations and participates in the Retirement Fund,   having applied, qualified and been approved in accordance with   Article II, Section 1.
  
	
  
 
  	
  
 
  
	
  (20)
  	
  
“Enrollment   Date” - The date on   which an Employee becomes a Member.
  




4









	
  
(21)
  	
  
“Equivalent   Value” - A benefit   of equivalent value when computed on the basis of tables, developed taking   into account actuarial assumptions and interest rates, which tables were last   adopted for this purpose by the Board and specified in Appendix A attached   hereto or based upon an interest rate and mortality table  designated by the Employer; provided,   however, that the interest rate used to determine the Equivalent Value of a   benefit for purposes of Article VII, Section 2(B) and Article XI,   Section 2, shall not be greater than the rate prescribed under Article   VII, Section 2(B).
  
	
  
 
  	
  
 
  
	
  
(22)
  	
  
“High-5 Salary”    -  The average annual Salary   over the 5 consecutive years of highest Salary during Benefit Service (or   during all the years of Benefit Service if less than 5).
  
	
  
 
  	
  
 
  
	
  (23)
  	
  
“High-3   Salary”  -    The average annual Salary over the 3 consecutive years of highest   Salary during Benefit Service (or during all the years of Benefit Service if   less than 3).
  
	
  
 
  	
  
 
  
	
  
(24)
  	
  
“Highly   Compensated Employee” - For Plan Years beginning after   December 31, 1996, an Employee or a Member (i) who is a five percent   owner at any time during the look-back year or determination year, or (ii)   (a) who is employed during the determination year and who during the   look-back year received 415 Compensation (as defined in Article XI, Section   1(B)) from the Employer in excess of $80,000 (as adjusted pursuant to the IRC   and IRS Regulations thereunder for changes in the cost of living), and (b) if   elected by the Employer (by formal adoption) was in the top-paid group of   Employees for such look-back year.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
For this purpose, the   determination year shall be the Plan Year.    The look-back year shall be the calendar year ending within the   determination year.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The top-paid group shall   consist of the top twenty percent of the Employees when ranked on the basis   of compensation paid by the Employer.
  
	
   
  	
  
 
  
	
  
 
  	
  
The determination of who   is a Highly Compensated Employee will be made in accordance with Section   414(q) of the IRC and the IRS Regulations thereunder.
  




5









	
  
 
  	
  
For Plan Years beginning   after December 31, 1996, the family member aggregation rules of Section   414(q)(6) of the IRC (as in effect prior to the Small Business Job Protection   Act of 1996) are eliminated.
  
	
  
 
  	
  
 
  
	
  
(25)
  	
  
“Hour of   Service” -
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(A)
  	
  
Each hour for which an   Employee is paid, or entitled to payment, for the performance of duties for   an Employer.  These hours will be   credited to the Employee for the computation period in which the duties are   performed; and
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(B)
  	
  
Each hour for which an   Employee is paid, or entitled to payment, by an Employer on account of a   period of time during which no duties are performed (irrespective of whether   the employment relationship has terminated) due to vacation, holiday,   illness, incapacity (including disability), layoff, jury duty, military duty   or leave of absence.  No more than 501   Hours of Service will be credited under this Subsection (B) for any single   continuous period (whether or not such period occurs in a single computation   period).  Hours under this Subsection   (B) will be calculated and credited pursuant to Section 2530.200b-2 of the DOL   Regulations which is incorporated herein by this reference; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(C)
  	
  
Each hour for which back   pay, irrespective of mitigation of damages, is either awarded or agreed to by   an Employer.  The same Hours of   Service will not be credited both under Subsection (A) or (B), as the case   may be, and under this Subsection (C).    These hours will be credited to the Employee for the computation   period or periods to which the award or agreement pertains rather than the   computation period in which the award, agreement or payment is made.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Hours of Service will be   credited for employment with other members of an affiliated service group   (under IRC Section 414(m)), a controlled group of corporations (under IRC   Section 414(b)), or a group of trades or businesses under common control   (under IRC Section 414(c)), of which the Employer is a member, and any other   entity required to be aggregated with such Employer pursuant to IRC Section   414(o).
  




6









	
  
 
  	
  
Hours of Service will also   be credited for any individual considered an Employee for purposes of the   Regulations under IRC Section 414(n) or Section 414(o).
  





	
  
(26)
  	
  
“Leased   Employee” -   Effective July 1, 1997, any person (other than an employee of the recipient)   who pursuant to an agreement between the recipient and any other person   (“leasing organization”) has performed services for the recipient (or for the   recipient and related persons determined in accordance with Section 414(n)(6)   of the IRC) on a substantially full-time basis for a period of at least one   year, and such services are performed under the primary direction or control   by the recipient.  Benefits provided a   Leased Employee by the leasing organization which are attributable to   services performed for the recipient employer shall be treated as provided by   the recipient employer.
  
	
   
  	
  
 
  
	
  
(27)
  	
  
“Limitation   Year” - For   purposes of applying the limitations of Section 415 of the IRC, the   “Limitation Year” shall be the twelve consecutive month period beginning   January 1 and ending December 31.
  
	
  
 
  	
  
 
  
	
  
(28)
  	
  
“Member” - An Employee enrolled in the membership of   the Retirement Fund’s Comprehensive Retirement Program as provided in   Article II, Section 2.
  
	
  
 
  	
  
 
  
	
  
(29)
  	
  
“Non-highly   Compensated Employee”   - An Employee who is not a Highly Compensated Employee.
  
	
  
 
  	
  
 
  
	
  
(30)
  	
  
“Normal   Retirement Date” -   The first day of the month coincident with or next following the Member’s 65th   birthday or, if later, the date of his termination of employment; except that   if the Member shall have attained age 65 before his Employer’s Commencement   Date, than his Normal Retirement Date shall be such Member’s termination of   employment.
  
	
   
  	
  
 
  
	
  
(31)
  	
  
“PBGC   Interest Rate” -   The interest rate used by the PBGC, as of the date of distribution, for   purposes of determining the present value of a lump sum distribution on plan   termination.
  
	
  
 
  	
  
 
  
	
  
(32)
  	
  
“Pension   Equity Benefit” -   The Pension Equity Benefit as defined in Article V, Section 1(S).
  




7









	
  
(33)
  	
  
“Period   of Severance”   -  A continuous period of time during   which the Employee is not employed by an Employer and commences on an   Employee’s severance from service date.    An Employee’s severance from service date is the date the Employee   retires, quits or is discharged or, if earlier, the 12 month anniversary of   the date on which the Employee was otherwise first absent from service.
  
	
  
 
  	
  
 
  
	
  (34)
  	
  
“Plan   Year” - A 12-month   period ending June 30.
  
	
  
 
  	
  
 
  
	
  
(35)
  	
  
“Qualified   Domestic Relations Order” - Any judgment, decree or order (including approval of a property   settlement agreement) which has been determined by the Board to constitute a   qualified domestic relations order within the meaning of   Section 414(p)(1) of the IRC.
  
	
  
 
  	
  
 
  
	
  
(36)
  	
  
“Regular   Interest” -   Interest at the rate or rates adopted from time to time by the Board for the   purpose of computing interest on the contributions made by a Member;   provided, however, for Plan Years beginning on or after July 1, 1988   interest compounded annually at the rate of 120 percent of the applicable   Federal mid-term rate as in effect under IRC Section 1274 for the first   month of the Plan Year.
  
	
  
 
  	
  
 
  
	
  
(37)
  	
  
“Regulations”   - The Regulations   of the Retirement Fund, as the same may be amended from time to time.
  
	
   
  	
  
 
  
	
  
(38)
  	
  
“Required   Beginning Date” -   Effective for distributions made on or after January 1, 1997, the Required   Beginning Date shall be the later of the April 1 of the calendar year   following (i) the calendar year in which the Member attains age 701⁄2 or (ii)   the calendar year in which the Member retires, except that the Required   Beginning Date for a 5-percent owner shall be the April 1 of the calendar   year following the calendar year in which such Member attains age 701⁄2.
  
	
  
 
  	
  
 
  
	
  
 
  	
  

Any Member, other than a 5-percent owner, attaining age 701⁄2 in years after
1995 who continues in service may elect by April 1 of the calendar year
following the calendar year in which the Member attained age 701⁄2 (or by
December 31, 1997 in the case of a Member attaining age 701⁄2 in 1996) to
defer distributions until the April 1 of the calendar year following the
calendar year in which the Member retires.  If no such election is made,
the Member will begin
 




8











	
  
 
  	
  
 receiving distributions by the April 1 of the calendar
year following the calendar year in which the Member attained age 701⁄2 (or
by December 31, 1997 in the case of a Member attaining age 701⁄2 in
1996).
  
	
  
 
  	
  
 
  
	
   
  	
  
Any Member attaining age   701⁄2 in years prior to 1997 may elect to stop distributions and recommence   distributions by the April 1 of the calendar year following the calendar year   in which the Member retires.  If such election   is made, there is a new annuity starting date upon recommencement.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
A Member is treated as a   5-percent owner for purposes of this section if such Member is a 5-percent   owner as defined in Section 416 of the IRC at any time during the Plan Year   ending with or within the calendar year in which such 5-percent owner attains   age 701⁄2.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Once distributions have   begun to a 5-percent owner under this section, the distributions must   continue, even if the Member ceases to be a 5-percent owner in a subsequent   year.
  
	
  
 
  	
  
 
  
	
  
(39)
  	
  
“Retiree”   - A former Member   who has been retired under Article IV or XII (including one who   terminated with a vested benefit and deferred commencement of his Retirement   Allowance).
  
	
   
  	
  
 
  
	
  
(40)
  	
  
“Retirement   Allowance” - The   annual lifetime allowance payable to a Retiree under Articles IV and V.
  
	
  
 
  	
  
 
  
	
  
(41)
  	
  
“Retirement   Date” - The date as   of which a Member becomes a Retiree under Article IV or XII.
  
	
  
 
  	
  
 
  
	
  
(42)
  	
  
“Retirement   Fund” - The   Financial Institutions Retirement Fund (formerly known as Savings   Associations Retirement Fund) consisting of and governed by the Regulations   and Trust which together constitute a tax-qualified employee retirement   benefit plan.
  
	
  
 
  	
  
 
  
	
  
(43)
  	
  
“Salary” - An Employer shall adopt, on a uniform   basis for its Members and in accordance with the applicable provisions of the   IRC and IRS Regulations, one of the following definitions of Salary:
  





	
  
 
  	
  
(A)
  	
  
(1)
  	
  
Regular, basic salary or   wage rate as of January 1 of the calendar year or the Member’s date of   employment, if later.
  




9









	
  
 
  	
  
(2)
  	
  
Regular, basic salary or   wage rate as of January 1 of the calendar year or the Member’s date of   employment, if later, plus overtime payments earned in the immediately   preceding calendar year.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(3)
  	
  
Regular, basic salary or   wage rate as of January 1 of the calendar year, or the Member’s date of   employment, if later, plus overtime payments and bonuses earned in the   immediately preceding calendar year.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(4)
  	
  
Salary, as defined in   Paragraph (1), (2) or (3) of this Subsection (A), plus commissions earned in   the immediately preceding calendar year, but not to exceed such amount of   commissions as the Employer shall designate.
  





	
  
 
  	
  
(B)
  	
  
(1)
  	
  
Regular, basic salary or   wage rate as in effect for each month of the calendar year.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Regular, basic salary or   wage rate as in effect for each month of the calendar year, plus overtime   payments earned in each such month.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
Regular, basic salary or   wage rate as in effect for each month of the calendar year, plus overtime   payments and bonuses earned in each such month.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(4)
  	
  
Salary, as defined in   Paragraph (1), (2) or (3) of this Subsection (B), plus commissions earned in   the current calendar year, but not to exceed such amount of commissions as   the Employer shall designate.
  





	
  
 
  	
  
(C)
  	
  
Total taxable compensation   as reported on a Member’s IRS Form W-2 (exclusive of any compensation   deferred from a prior year) for the calendar year.
  





	
  
 
  	
  
For purposes of the   definition of “Salary” under Subsection (B) or Subsection (C) of this Article   I (43), Salary shall be deemed to be earned uniformly over each month of   Benefit Service during the calendar year.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
For purposes of the   definition of “Salary,” Special Payments and contributions by the Employer   under this or any other plan (other than before-tax contributions made on   behalf of a Member to a cafeteria plan under Section 125 of the IRC or,   effective for Plan Years beginning on or after January 1, 1998, qualified
  



10









	
  
 
  	
  
transportation fringe   benefits under Section 132(f) of the IRC unless the Employer specifically   elects to exclude such contributions or benefits) shall be excluded.  Amounts voluntarily deferred by a Member   under Section 401(k) of the IRC shall be included as Salary.  If an Employer elects to include   commissions in the definition of Salary adopted under this Article I (43),   the amount of commissions to be included shall, at the Employer’s option   which shall be uniformly applied, be reduced, but not below zero, to an   amount by which a fixed dollar amount specified by the Employer exceeds the   Member’s Salary excluding commissions.    Accordingly, if a Member’s Salary, excluding commissions, equals or   exceeds the applicable fixed dollar amount, then no commissions will be   included as Salary.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
For all purposes of this   Article I (43), only a Member’s first $200,000 (adjusted for cost of living   in accordance with Section 401(a)(17) of the IRC) of Salary shall be taken   into account.  Effective July 1, 1994,   “Salary,” as otherwise defined above, shall be limited to a Member’s first   $150,000 (as adjusted for cost-of-living and otherwise limited or modified in   accordance with Section 401(a)(17) of the IRC and applicable IRS rulings and   IRS Regulations); provided, however that a Member’s accrued benefit   determined in accordance with the Regulations shall not be less than the   accrued benefit of such Member determined as of June 30, 1994.
  
	
   
  	
  
 
  
	
  
 
  	
  
Subject to the IRC, any   definition of “Salary” adopted by an Employer under Section (43) of this   Article I shall be applied to all years of a Member’s Benefit Service;   provided, however, if an Employer so elects, the definition of Salary adopted   under this Section (43) shall be applied only to a Member’s years of Benefit   Service completed subsequent to the effective date of the Employer’s adoption   of such definition of Salary.
  
	
  
 
  	
  
 
  
	
  
(44)
  	
  
“Service”   - Employment with   an Employer.  A period of employment   shall commence or recommence as of the first day the Employee is credited   with an Hour of Service.  In   accordance with DOL Regulations Section 2530.200b-2(b) and (c), Service   includes (i) periods of vacation, (ii) periods of layoff,   (iii) periods of absence authorized by an employer for sickness,   temporary disability or personal reasons, and (iv) if and to the extent   required by federal law, service in the Armed Forces of the United States.
  




11









	
  
 
  	
  
In addition to the   foregoing in this Section (44), Service shall include employment with other   entities required to be aggregated with an Employer under IRC Section 414(b),   (c), (m) or (o) and shall include an individual’s employment with an Employer   during the period for which such individual is not eligible for membership in   the Retirement Fund’s Comprehensive Retirement Program pursuant to Article   II, Section 2(B).
  
	
   
  	
  
 
  
	
  
(45)
  	
  
“Special   Payments”  - Deferred compensation in the year   deferred and in the year paid, vacation pay, severance pay, moving expenses,   and fringe benefits.
  
	
  
 
  	
  
 
  
	
  
(46)
  	
  
“Spouse” - Except as otherwise provided by a   Qualified Domestic Relations Order, the individual to whom a Member or   Retiree was married on the earlier of (i) the date of his death or (ii) the   first date of the period for which his Retirement Allowance commences.
  
	
  
 
  	
  
 
  
	
  
(47)
  	
  
“Straight   Life Annuity” - The   normal Retirement Allowance elected by the Employer where all payments shall   cease and no further amounts shall be due and payable upon the Retiree’s   death.
  
	
  
 
  	
  
 
  
	
  
(48)
  	
  
“Trust” - The Trust established in respect of the   Regulations under the Declaration of Trust made as of July 15, 1943, as   amended, in which the Regulations are incorporated by reference.
  
	
   
  	
  
 
  
	
  
(49)
  	
  
“Trustee”   - The Trustee of   the Trust.
  
	
  
 
  	
  
 
  
	
  
(50)
  	
  
“Vesting   Service” - The   period of Service counted in determining a Member’s eligibility for early   retirement as described in Article III.
  
	
  
 
  	
  
 
  
	
  
(51)
  	
  
The masculine pronoun   wherever used shall include the feminine pronoun.
  




12










ARTICLE II     PARTICIPATION AND MEMBERSHIP


SECTION 1.  EMPLOYER PARTICIPATION


Any federally insured financial institution or other organization serving it may apply to the Board for participation in the Retirement Fund’s Comprehensive Retirement Program if (A) as of its Commencement Date and in accordance with Section 410(b) of the IRC and the IRS Regulations (i) the percentage of Non-highly Compensated Employees who will benefit under the Regulations is at least 70% of the percentage of Highly Compensated Employees  who will benefit under the Regulations (excluding such employees as are permitted to be excluded under IRS Regulations), or (ii) the average benefit percentage test (as defined in Section 410(b)(2) of the IRC and the IRS Regulations) will be satisfied with respect to the Employer, and (B) as of its Commencement Date and in accordance with Section 401(a)(26) of the IRC and the IRS Regulations, at least 50 (or, if a lesser number results, 40%) of the Employer’s Employees will benefit under the Retirement
Fund.  An Employer may, at its option, subject to the provisions of the Regulations and applicable law, adopt different features and provisions (a different basis of participation) for different definable groups of employees, including for employees acquired pursuant to a merger or acquisition.  The Employer will be required to demonstrate that this Section 1 and all other applicable IRC and IRS Regulations continue to be satisfied following the adoption of a different basis of participation for separate and definable groups of employees.  The applicant shall submit the formal application and all required information, and the Board, in its discretion, shall decide upon admittance and determine the Commencement Date.  The Board may, in its discretion and at such times as it may determine, require an affirmative showing by an Employer of its continued compliance with the requirements of Sections 410(b), 401(a)(4), and Section 401(a)(26) of the IRC and IRS Regulations.  
Should an Employer determine that its basis of participation does not comply with the requirements of Section 410(b), 401(a)(4) or 401(a)(26) of the IRC and IRS Regulations, the Employer shall be permitted to expand membership in the Retirement Fund to satisfy such requirements as long as such amendment complies with applicable law.  Initial and continued participation shall be subject to continued compliance with the IRC and IRS Regulations in order that the Retirement Fund be maintained as a trust qualified under Section 401(a) of the IRC.  Notwithstanding anything in this Section 1 


13










to the contrary, any Member of the Retirement Fund’s Comprehensive Retirement Program who is transferred to a governmental or quasi-governmental agency serving the financial industry shall continue as a Member of the Retirement Fund’s Comprehensive Retirement Program provided that such Member’s employing agency has adopted the Regulations.


SECTION 2.   EMPLOYEE MEMBERSHIP

	
  
(A)
  	
  
Every Employee, except as   provided in Subsection (B) of this Section 2, shall be enrolled as a   Member of the Retirement Fund’s Comprehensive Retirement Program on the   latest of:
  





	
  
 
  	
  
(1)
  	
  
His Employer’s Commencement   Date; or
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(2)
  	
  
The first day of the month   coincident with or next following the date he is hired by his Employer; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
The first day of the month   coincident with or next following the expiration of any waiting period   established with the Retirement Fund by his Employer and made uniformly   applicable to its Employees, which period may not extend beyond the later of   his completion of one year of Service or attainment of age 21.  Such waiting period shall be inapplicable,   however, in the cases of restoration and reinstatement of Service described   in Article VIII and Article X, Section 2, respectively, except   for those Employees who have received a complete distribution of their   benefits on account of the withdrawal of their Employer from participation in   the Retirement Fund under Article XII or who have elected to transfer their   accrued benefits to a qualified successor plan on account of such withdrawal   from participation in the Retirement Fund under Article XII; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(4)
  	
  
The first day of the month   coincident with or next following the date he is no longer ineligible under   Subsection (B) of this Section; or
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(5)
  	
  
In the case of an Employer   with respect to whom Employees were excluded from eligibility for membership   pursuant to Paragraph (1) of Subsection (B) of this Section 2, as in effect   on June 30, 1988 (Employees hired on or after attainment of age 60 were   ineligible), at such Employer’s 
  




14









	
  
 
  	
  
 
  	
  
option, with respect to   any Employee who had attained age 60 prior to being hired and who has an Hour   of Service on or after July 1, 1988 the applicable enrollment date otherwise   provided under this Subsection (A) and determined without regard to Paragraph   (1) of Subsection (B) of this Section 2 as in effect on June 30, 1988.
  





	
  (B)
  	
  
An Employee shall not be   eligible for membership if he is in one of the following classes for which   his Employer has requested, and the Retirement Fund has granted, subject to   continuing compliance with applicable provisions of the IRC and ERISA,   exclusion:
  





	
  
 
  	
  
(1)
  	
  
Those who are covered by   another designated pension plan of their Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
Those who are compensated   on an hourly basis - whereby compensation for each pay period (without regard   to paid absences) is determined by multiplying the hourly wage rate by the   actual number of Hours of Service completed.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(3)
  	
  
Those who are hired under   a written agreement which (i) precludes membership in the Retirement Fund and   (ii) provides for a specific period of employment not in excess of one year.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(4)
  	
  
Those Employees of an   entity, designated by the Employer, who were employed by the designated   entity immediately prior to the Employer’s acquisition of such entity.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(5)
  	
  
Those who are hired on or   after a date specified by the Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(6)
  	
  
Those who are Leased   Employees.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(7)
  	
  
Those who are employed at   a bona-fide geographical location.
  





	
  
(C)
  	
  
Every Employee, except as   provided in Subsection (D) of this Section 2, shall, as a condition of   his employment, agree to become a Member when eligible and shall be enrolled   as a Member by his Employer as of the date he becomes eligible.  However, no person shall under any   circumstances become a Member unless and until his enrollment application is   filed with, and accepted by, the Retirement Fund.
  




15









	
  
(D)
  	
  
An Employee who is in   Service on his Employer’s Commencement Date may elect not to become a Member   by filing with the Retirement Fund, within 60 days after he becomes eligible,   written notice of such election wherein he waives all present and prospective   benefits which he would otherwise have as a Member.  An Employee who files such notice shall be excluded from   membership upon receipt by the Retirement Fund of such notice.  Thereafter, he may become a Member only if   he files an enrollment application within five years of the later of such   Commencement Date or the date he becomes eligible for membership, and   furnishes evidence of good health satisfactory to the Retirement Fund.
  
	
   
  	
  
 
  
	
  
(E)
  	
  
If, on the date a Member   is enrolled, his Employer does not expect him to complete at least 1,000   Hours of Service in the next 12 consecutive month period, the Member shall be   placed forthwith on inactive membership under Article X, Section 3.
  
	
  
 
  	
  
 
  
	
  
(F)
  	
  
Membership shall not   confer any legal rights upon any Employee or other person against any   Employer, nor shall it interfere with the right of any Employer to discharge   any Employee.
  




16










ARTICLE III    SERVICE


SECTION 1.      BENEFIT SERVICE

	
  
(A)
  	
  
Benefit Service is the   period of Service counted in determining a Member’s benefits (subject to   Articles IV and V).  It is the sum of   Membership Service and Prior Service.
  
	
  
 
  	
  
 
  
	
  (B)
  	
  
Membership Service is the   years and months of Service rendered by a Member from his Enrollment Date to   the date of termination of his membership, which date shall be the date   immediately preceding his applicable Retirement Date.  Subject to Article X, a Member shall   be credited with one month of Membership Service for each calendar month of   enrolled membership during which an Hour of Service is credited.
  
	
  
 
  	
  
 
  
	
  
(C)
  	
  
Prior Service is the years   and months of Service rendered by a Member through the day preceding his   Employer’s Commencement Date, for which his Employer will allow credit on a   uniform basis.  At the Employer’s   option (by formal adoption) and in a uniform and nondiscriminatory manner, an   Employer shall have the right to count, as Prior Service under this   Subsection (C), any period of Service not otherwise taken into account   pursuant to this Article III.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Notwithstanding the   foregoing, an Employer may, with the consent of the Retirement Fund,   determine as Prior Service of any Employee a period of his continuous   employment with (i) an organization which has been merged or consolidated   with, or substantially all the assets of which have been acquired by, the   Employer and (ii) the Federal Home Loan Bank Board which preceded employment   with such Employer, provided that such determination be uniformly applicable   to all continuing Employees who have been employed by such organization and   enrolled in the membership of the Retirement Fund.
  
	
   
  	
  
 
  
	
  
 
  	
  
An Employer may, upon such   terms and conditions as the Retirement Fund and the IRS shall approve,   provide benefits in respect of any person covered by a prior retirement plan   of the Employer which was qualified under Section 401(a) of the IRC and   in connection therewith transfer funds from such plan to the Retirement Fund   so long as such transferred funds are applied so that each Member affected   thereby would receive a benefit immediately after the transfer,
  




17










	
  
 
  	
  
     if the Retirement Fund then terminated, at least equal to the benefit he would have received upon the termination of the prior plan immediately before such transfer.
  



SECTION 2.   VESTING SERVICE


For purposes of determining an Employee’s eligibility for early retirement under Article IV, Section 2, and subject to any adjustment required by Article X, an Employee will receive credit for the aggregate of all time period(s) commencing with the Employee’s first day of employment or reemployment with an Employer and ending on the date a Break in Service begins, except as otherwise provided in this Section 2.  The first day of employment or reemployment is the first day the Employee performs an Hour of Service.  An Employee will also receive credit for any Period of Severance of less than 12 consecutive months.  Fractional periods of a year will be expressed in terms of days.  


If an Employer is a member of an affiliated service group (under IRC Section 414(m)), a controlled group of corporations (under IRC Section 414(b)), or a group of trades or businesses under common control (under IRC Section 414(c)), or any other entity required to be aggregated with the employer pursuant to IRS Section 414(o), Vesting Service will be credited for any employment for any period of time for any other member of such group.  Vesting Service will also be credited for any individual required under IRC Section 414(n) or Section 414(o) to be considered an Employee of an employer aggregated under IRC Section 414(b), (c), or (m).


Should an Employer that has never maintained a defined benefit pension plan commence participation in the Retirement Fund, such Employer may elect (by formal adoption) not to grant to its Employees Vesting Service credit for any service preceding the Employer’s Commencement Date, except as required under Article X, Section 2.  An Employer’s election not to provide prior Vesting Service credit shall not affect the Employer’s option to provide prior Benefit Service credit under Section 1 of this Article III for such Employees.


18










ARTICLE IV    BASIC BENEFITS


All the benefits described in Articles IV and V are provided on a uniform basis for the Members of an Employer, except as otherwise provided under Article II, Section 1 or under Article V, Section 8.


SECTION 1.    NORMAL RETIREMENT

	
  
(A)
  	
  
Any Member who attains age   65 while in Service shall be fully vested and retired on his Normal   Retirement Date.
  
	
  
 
  	
  
 
  
	
  
(B)
  	
  
The annual normal   Retirement Allowance payable as of a Member’s Normal Retirement Date shall be   determined under the benefit formula elected by the Employer under Article V,   Section 1.  In the case of a   Member who retires after attaining age 65, such Member’s Retirement Allowance   shall be the greater of (i) the Member’s Retirement Allowance based on his   years of Benefit Service as of his Retirement Date, or (ii) the Member’s   Retirement Allowance as of the first day of the month coincident with or next   following the later of (x) the Member’s attainment of age 65 or (y) the   Member’s Employer’s Commencement Date, increased  by the Actuarial Increase Adjustment Factor for benefit   formulas defined in Article V, Sections 1(A) through 1(Q).
  
	
   
  	
  
 
  
	
  
(C)
  	
  
In lieu of having his   normal Retirement Allowance commence as of his Normal Retirement Date, a   Member may elect to have such allowance commence in an increased amount as of   the first day of any month subsequent to his Normal Retirement Date but not   later than his Required Beginning Date.    For benefit formulas defined in Article V, Sections 1(A) through 1(Q),   the regular Retirement Allowance of such a Member shall be increased by the   Actuarial Increase Adjustment Factor.
  




SECTION 2.    EARLY RETIREMENT

	
  
(A)
  	
  
Any Member whose Service   is terminated before attainment of age 65 and who has a nonforfeitable right   to all or a portion of the Retirement Allowance provided by his Employer’s   contributions may, upon written application filed with the Retirement Fund,   be retired as of his Early Retirement Date.
  




19









	
  
(B)
  	
  
(i)
  	
  
With respect to the   benefit formulas described in Article V, Sections 1(A), 1(B), 1(C), 1(F),   1(J), 1(K), 1(L), and 1(M), the annual early Retirement Allowance payable   before age 65 shall be equal to a percentage of the annual Retirement   Allowance otherwise payable as of the Member’s Normal Retirement Date,   calculated on the basis of his Salary (career average, High-5 or High-3,   whichever is applicable) and the Benefit Service as of his Early Retirement   Date.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
With respect to the   benefit formulas described in Article V, Sections 1(D), 1(E), 1(G), 1(H),   1(I), 1(N), 1(O), 1(P), and 1(Q) the annual early Retirement Allowance   payable before age 65 shall be equal to, as adjusted pursuant to the   following sentence, a percentage of the annual Retirement Allowance otherwise   payable as of the Member’s Normal Retirement Date calculated on the basis of   his Salary (High-5 or High-3, whichever is applicable) as of his Early   Retirement Date and the Benefit Service he would have completed as of his   Normal Retirement Date.  The amount   determined under the preceding sentence shall be multiplied by a fraction,   the numerator of which is the actual years and months of Benefit Service the   Member has completed as of his Early Retirement Date and the denominator of   which is the number of years and months of Benefit Service which the Member   would have completed as of his Normal Retirement Date.


	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
With respect to the Cash   Balance Account formulas described in Article V, Section 1(R), the annual   early Retirement Allowance payable before age 65 shall be equal to a   percentage of the normal Retirement Allowance amount determined at the   Member’s Retirement Date under Article V, Section 2(A).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
With respect to the   Pension Equity Benefit formulas described in Article V, Section 1(S), the   annual early Retirement Allowance payable before age 65 shall be equal to a   percentage of the normal Retirement Allowance amount determined at the   Member’s Retirement Date under Article V, Section 2(A).
  




20









	
  
 
  	
  
(v)
  	
  
The percentage applied in   Subsection (B)(i) through (B)(iv) of this Section 2 shall be further adjusted   by the Member’s vesting percentage at early retirement from  the following tables, as adopted by his   Employer:
  




TABLE I




	
  Completed Years of
   Vesting Service
  	
   
 	
  
Vesting
   Percentage
  
	
  


  	
  
 
  	
  


  
	
  
Less   than 5
  	
  
 
  	
  
   0%
  
	
  
5   or more
  	
  
 
  	
  
100%
  







TABLE II




	
  
Completed Years of
   Vesting Service
  	
   
 	
  
Vesting
   Percentage
  
	
  


  	
  
 
  	
  


  
	
  Less   than 2
  	
  
 
  	
  
   0%
  
	
  
2
  	
  
 
  	
  
 20%
  
	
  
3
  	
  
 
  	
  
 40%
  
	
  
4
  	
  
 
  	
  
 60%
  
	
  
5
  	
  
 
  	
  
 80%
  
	
  
6   or more
  	
  
 
  	
  
100%
  







TABLE III




	
  Completed Years of
   Vesting Service
  	
   
 	
  
Vesting
   Percentage
  
	
  


  	
  
 
  	
  


  
	
  
Less   than 2
  	
  
 
  	
  
   0%
  
	
  
2
  	
  
 
  	
  
 20%
  
	
  
3
  	
  
 
  	
  
 40%
  
	
  
4
  	
  
 
  	
  
 60%
  
	
  5   or more
  	
  
 
  	
  
100%
  







TABLE IV




	
  
Completed Years of
   Vesting Service
  	
   
 	
  
Vesting
   Percentage
  
	
  


  	
  
 
  	
  


  
	
  
Less   than 3
  	
  
 
  	
  
    0%
  
	
  
3   or more
  	
  
 
  	
  
100%
  






21










TABLE V




	
  
Completed Years of
   Vesting Service
  	
   
 	
  
Vesting
   Percentage
  
	
  


  	
  
 
  	
  


  
	
  
Less   than 3
  	
  
 
  	
  
   0%
  
	
  
3
  	
  
 
  	
  
 20%
  
	
  
4
  	
  
 
  	
  
 40%
  
	
  5
  	
  
 
  	
  
 60%
  
	
  
6
  	
  
 
  	
  
 80%
  
	
  
7   or more
  	
  
 
  	
  
100%
  








	
  
(C)
  	
  
In lieu of having his   early Retirement Allowance commence at age 65 under Subsection (B) of this   Section 2, a Member may elect to have such allowance commence in an increased   amount as of the first day of any month subsequent to his attainment of age   65 but not later than his Required Beginning Date.  The regular Retirement Allowance of such a Member shall be   increased by the Actuarial Increase Adjustment Factor.
  
	
  
 
  	
  
 
  
	
  
(D)
  	
  
In lieu of the Retirement   Allowance payable at age 65 under Section 1, a Member may elect to have his   early Retirement Allowance commence in a reduced amount as of the first day   of any month coincident with or subsequent to his Early Retirement Date.  Notwithstanding the above, if a Member   elects to terminate employment pursuant to Article V, Section 7, such Member   may elect to have his early Retirement Allowance commence in a reduced amount   as of the first day of any month subsequent to his termination of   employment.  If a Member so elects,   his annual early Retirement Allowance shall be equal to a percentage of his   annual early Retirement Allowance otherwise payable under Subsection (B) of   this Section 2.  Such percentage shall   be determined by the Member’s age at commencement of his Retirement Allowance   using the factors adopted by his Employer pursuant to Article V, Section 2.
  
	
   
  	
  
 
  
	
  
 
  	
  
Notwithstanding anything   in this Section 2 to the contrary, an Employer may elect to provide that any   early Retirement Allowance which commences after a Member’s attainment of age   60 or 62, as designated by the Employer in its election, shall not be reduced   because of the commencement of such allowance before the Member’s Normal   Retirement Date; provided, however, an Employer may not elect to provide such   an unreduced early Retirement Allowance if the Employer has elected to   provide any of the normal retirement benefit formulas
  




22









	
  
 
  	
  
described in Article V,   Section 1(E), (F), (G), (H), (I), (J), (K), (L), (M), (N),(O), (P), (Q), (R),   or (S).  In the case of an Employer’s   election pursuant to this Subsection (D) to provide an unreduced early Retirement   Allowance upon a Member’s attainment of age 60 or 62, as designated by the   Employer, the early retirement factors adopted by the Employer shall apply to   the commencement of the Member’s Retirement Allowance prior to the Member’s   attainment of age 60 or 62, as applicable.
  
	
  
 
  	
  
 
  
	
  
(E)
  	
  
Notwithstanding anything   in this Article IV to the contrary, in the case of a Member who has   terminated Service with the Employer with a nonforfeitable interest in his   Retirement Allowance (as determined in accordance with Article IV, Section   2(B)(iii)) and who is eligible for disability benefits under the Federal   Social Security Act, such Member may elect to commence to receive his   disability retirement benefits under this Section 2 regardless of the   Member’s age at such time.  In the   event of the payment of such disability retirement benefits as provided in   this Subsection (E), such benefits shall be the Equivalent Value of the   disabled Member’s early Retirement Allowance as determined by the Retirement   Fund in accordance with the IRC, ERISA and applicable governmental   regulations to reflect the early commencement of the payment thereof.
  
	
   
  	
  
 
  
	
  
(F)
  	
  
Notwithstanding anything   in this Article IV to the contrary, an Employer may, at its option, elect to   fully vest the Retirement Allowances of Employees whose employment is   terminated pursuant to a corporate transaction as long as such election does   not discriminate in favor of Highly Compensated Employees.
  
	
  
 
  	
  
 
  
	
  
(G)
  	
  
No amendment to an   Employer’s vesting schedule shall directly or indirectly deprive a Member of   his nonforfeitable rights to benefits accrued to the date of such amendment.   In the event that the Employer amends the vesting schedule adopted under this   Article IV, or if the Employer’s basis of participation in the Retirement   Fund is amended in any way that directly or indirectly affects the   computation of a Member’s nonforfeitable benefit (including a change to or   from a Top-Heavy vesting schedule), any Member who has completed at least 3   Years of Employment  may elect to have   his nonforfeitable benefit computed without regard to such amendment under   the Retirement Fund (a “Vesting Election”).    Any Vesting Election shall be made by notifying the Board in writing
  




23









	
   
  	
  
within a reasonable period   after the adoption of the amendment or change. The election period shall   begin on the date such amendment is adopted or deemed to be made, as the case   may be, and shall end no earlier than the latest of the following dates:  (i) the date which is 60 days after the   day such amendment is adopted; (ii) the date which is 60 days after the day   such amendment or change becomes effective; or (iii) the date which is 60   days after the day the Member is given written notice of such amendment or   change by the Retirement Fund Office. Any such election, once made, shall be   irrevocable.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
To the extent permitted   under the IRC and IRS Regulations, the Employer may, at its option, elect to   treat all Members who are eligible to make a Vesting Election as having made   such Vesting Election if the vesting schedule resulting from such an election   is more favorable than the Vesting Schedule that would apply pursuant to the   Plan amendment.  Furthermore, subject   to the requirements of the applicable Regulations, the Employer may elect to   treat all Members, who were employed by the Employer on or before the   effective date of the change or amendment, as subject to the prior vesting   schedule, provided such prior schedule is more favorable.
  




SECTION 3.   DEATH BENEFITS

	
  
(A)
  	
  

Subject to the provisions of Subsections (B), (G) and (H) of this Section 3,
upon the death of a Member who was survived by a Spouse and whose Employer has
not elected a Straight Life Annuity as the payment form for the Member’s
normal Retirement Allowance, the Equivalent Value of 120 monthly installments of
his Retirement Allowance, determined as if he had retired as of the first day of
the month during which he died, but not less than his Accumulated Contributions,
if any, shall be paid in the form of a life annuity to such Spouse, as
Beneficiary, unless such Spouse elects a lump sum or an installment form of
payment under Subsection (D) of this Section 3; provided, however, that if such
Member’s Spouse had consented in writing to the Member’s designation
of a different Beneficiary, such death benefit will be paid to such designated
Beneficiary.  Any such non-spousal designation may be revoked by the Member
without spousal consent at any time prior to the Member’s death.  If a
Member is not survived by a Spouse, such death benefit will be paid to his
designated Beneficiary or, if there is no designated Beneficiary, to the
Member’s estate.  If the Member was not vested in all or a portion of
his Retirement Allowance, no
 



24









	
  
 
  	
  
 death benefit other than the refund of his
Accumulated Contributions, if any, shall be payable.
  
	
  
 
  	
  
 
  
	
  
(B)
  	
  
Upon the death of a Member   who has a nonforfeitable right to all or a portion of his Retirement   Allowance and who was survived by a Spouse entitled to receive the death   benefit determined under Subsection (A) of this Section 3 or under Article V,   Section 4,  whichever is applicable,   such death benefit shall not be less than the Equivalent Value of one-half of   the Option 3 allowance under Article VI, Section 1, as if such Spouse had   been designated Contingent Annuitant.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Upon the death of a Member   who has a nonforfeitable right to all or a portion of his Retirement   Allowance and who was survived by a Spouse not entitled to a death benefit   under Subsection (A) of this Section 3 or under Article V, Section 4, due to   the Employer’s adoption of a Straight Life Annuity as the payment form for   the Member’s normal Retirement Allowance, such spousal death benefit shall be   equal to the Equivalent Value of one-half of the Option 3 allowance under   Article VI, Section 1, as if such Spouse had been designated Contingent   Annuitant.
  
	
  
 
  	
  
 
  
	
  
(C)
  	
  
Upon the death of a   Retiree who died before 120 monthly installments of his Retirement Allowance   had been paid and was survived by a Spouse and at the time of his death no   optional form of payment under Article VI was in effect, the Commuted Value   of such unpaid installments shall be paid in a lump sum to his Spouse as   Beneficiary; provided, however, that if such Retiree’s Spouse had consented   in writing to the designation of a different Beneficiary, the death benefit   will be paid to such designated Beneficiary.    Any such non-spousal designation may be revoked by the Retiree without   spousal consent at any time prior to the Retiree’s death.  If a Retiree is not survived by a Spouse   at the time of his death, the death benefit will be paid to his designated   Beneficiary or, if there is no designated Beneficiary, to the Retiree’s   estate.
  
	
   
  	
  
 
  
	
  
 
  	
  
Notwithstanding the   preceding paragraph, if an Employer elects a Straight Life Annuity as the   payment form for the Member’s normal Retirement Allowance, upon the death of   a Retiree who was not survived by a Spouse, no death benefit other than a   refund of Accumulated Contributions, if any, shall be payable, unless the   Employer elects to provide a death benefit prior to commencement of benefit   payments equal to the present value of the Member’s Accrued Benefit, or   unless an optional form of payment under Article VI was in effect at the time   of the Retiree’s death.
  




25









	
  
(D)
  	
  
(1)
  	
  
Upon written request filed   with the Retirement Fund by the Member or Retiree, or if no such request had   been made prior to the time of death, then upon written application filed by   the Beneficiary prior to payment of any amount on account of the death of the   Member or Retiree, the lump sum payment provided for in Subsection (A), (B)   or (C) of this Section 3 may be converted into installments over a period of   up to 10 years for a spousal Beneficiary, or over a period of up to 5 years   for a non-spousal Beneficiary, computed with interest as specified by the   Retirement Fund, and should the Beneficiary die before having received all   such installments, the Equivalent Value of the unpaid installments using such   interest rate shall be paid in a lump sum to the Beneficiary’s estate.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
If a Member or Retiree   dies before distribution of his Retirement Allowance commences, distribution   of the Member’s or Retiree’s entire interest shall be completed by December   31 of the calendar year containing the fifth anniversary of the Member’s   death except to the extent that an election is made to receive distributions   in accordance with (a) or (b) below:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
if any portion of the   Member’s interest is payable to a designated Beneficiary, distributions may   be made over the life or over a period certain not greater than the life   expectancy of the designated Beneficiary commencing on or before December 31   of the calendar year immediately following the calendar year in which the   Member died;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(b)
  	
  
if the designated   beneficiary is the Member’s surviving Spouse, the date distributions are   required to begin in accordance with (a) above shall not be earlier than the   later of (1) December 31 of the calendar year immediately following the   calendar year in which the Member died and (2) December 31 of the calendar   year in which the Member would have attained age 701⁄2.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If the Member has not made   an election pursuant to this Subsection (D) by the time of his or her   death, the Member’s designated Beneficiary must elect the method of distribution   no later than the earlier of (1) December 31 of the calendar year in which   distributions would be required to begin under this section, or (2) December   31 of the calendar year which contains the fifth anniversary of the date of   death of the Member.  If the Member   has no designated Beneficiary, or if the designated Beneficiary does not   elect a method
  




26









	
  
 
  	
of distribution,
distribution of the Member’s entire interest must be completed by December
31 of the calendar year containing the fifth anniversary of the Member’s
death.  For purposes of this paragraph (2), if the Member’s or
Retiree’s surviving Spouse dies after the Member or Retiree, but before
payments to such Spouse begin, the provisions of this paragraph (2), with the
exception of subparagraph (b) thereof, shall be applied as if the surviving
Spouse was the Member or Retiree.  Notwithstanding the foregoing, to the
extent any Retirement Allowance provides for payments after a Retiree’s
death, such payments shall be made in accordance with Section 401(a)(9) of the
IRC, including the minimum distribution incidental benefit requirements of
Section 1.401(a)(9)-2 of the proposed IRS Regulations.
 
	
  
 
  	
  
 
  
	
  
(E)
  	
  
Special provisions:
  





	
  
 
  	
  
(i)
  	
  
If a Member who has a   nonforfeitable right to all or a portion of his Retirement Allowance dies   after termination of Service and prior to his Retirement Date, his death   benefit shall be determined under Subsection (A) of this Section 3, or   Article V, Section 4(A), whichever is applicable.  If such a Member dies on or after his Retirement Date, the   death benefit shall be determined under Subsection (B) of this Section 3 or   Article V, Section 4(B), whichever is applicable.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
If a disability Retiree   dies within 90 days after his separation from active employment, his death   benefit, if any, shall be determined under Subsection (A) of this Section 3,   or Article V, Section 4(A), whichever is applicable, and shall be reduced   (but not below zero) by the sum of any retirement payments made.
  





	
  
(F)
  	
  
Upon the death of a   Retiree whose Retirement Allowance has commenced, any death benefit (if paid   in installments) shall be distributed to his Beneficiary at least as rapidly   as under the method being used as of the date of the Retiree’s death.
  
	
  
 
  	
  
 
  
	
  
(G)
  	
  
In lieu of any death   benefit otherwise payable under this Section 3, the Beneficiary of a Member   who has a vested Cash Balance Account shall be entitled to a death benefit   under this paragraph if the Member dies prior to the Member’s Retirement   Date.  If the Member’s Beneficiary is   not his surviving Spouse, payment of the death benefit shall be made in a   single lump sum payment equal to the vested Cash Balance Account as soon as   practicable after the death of the Member.    If the Member’s Beneficiary is his surviving Spouse, payment shall be   made as an annuity for the life of the surviving Spouse unless
  



27









	
  
 
  	
  
the surviving Spouse   elects to receive the vested Cash Balance Account as a lump sum payment.  If the death benefit is paid as an   annuity, it shall be the actuarial equivalent of the Cash Balance Account   using the actuarial equivalent basis, as provided under Article V, Section   1(R)(1).  Any other provision of the   Retirement Fund Regulations notwithstanding, if the value of the Member’s   vested Cash Balance Account is not more than $3,500 at his date of death,   payment of the death benefit, attributable to such vested Cash Balance   Account, shall be made to the Beneficiary in a single lump sum payment as   soon as practicable.
  
	
  
 
  	
  
 
  
	
  
(H)
  	
  
In lieu of any death   benefit otherwise payable under this Section 3, the Beneficiary of a Member   who has a vested Pension Equity Benefit shall be entitled to a death benefit   under this paragraph if the Member dies prior to the Member’s Retirement Date.  If the Member’s Beneficiary is not his   surviving Spouse, payment of the death benefit shall be made in a single lump   sum payment equal to the vested Pension Equity Benefit as soon as practicable   after the death of the Member.  If the   Member’s Beneficiary is his surviving Spouse, payment shall be made as an   annuity for the life of the surviving Spouse unless the surviving Spouse   elects to receive the vested Pension Equity Benefit as a lump sum   payment.  If the death benefit is paid   as an annuity, it shall be the actuarial equivalent of the Pension Equity   Benefit using the actuarial equivalent basis, as provided under Article V,   Section 1(R)(1).  Any other
provision   of the Retirement Fund Regulations    notwithstanding, if the value of the Member’s vested Pension Equity   Benefit is not more than $3,500 at his date of death, payment of the death   benefit, attributable to such vested Pension Equity Benefit, shall be made to   the Beneficiary in a single lump sum payment as soon as practicable.
  
	
   
  	
  
 
  
	
  
(I)
  	
  
An Employer may at its   option elect to provide a death benefit under this Section 3 (subject to the   provisions of Subsection (B) of this Section 3) which is equal to the greater   of (i) the death benefit payable under either Article IV, Section 3(A) or   Article V, Section 4(B), if either death benefit is applicable, or (ii) the   lump sum value of the Member’s vested Retirement Allowance calculated in   accordance with Article VII, Section 2(B).    Such death benefit shall be determined as if the Member had retired as   of the first day of the month in which he died, but in no event shall be less   than his Accumulated Contributions, if any.
  




28










SECTION 4.  POST-AGE 65 ACCRUALS  


Effective July 1, 1988, an Employee who had attained age 65 prior to July 1, 1988 will continue to accrue benefits in accordance with the Regulations.  No benefits shall accrue with respect to such Employee’s Service which occurred after the Employee’s attainment of age 65 but prior to July 1, 1988; provided, however, an Employer may elect to provide benefit accruals with respect to such pre-July 1, 1988 Service.


SECTION 5. EFFECT OF SOCIAL SECURITY ACT


Benefits being paid to a Retiree or a Beneficiary may not be decreased by reason of any post-separation Social Security benefit increase or by the increase of the Social Security Wage Base under Title II of the Federal Social Security Act. Benefits in which a former Member has a vested interest may not be decreased by reason of an increase in a benefit level or wage base under Title II of the Federal Social Security Act.


29










ARTICLE V   BENEFIT FORMULAS AND ADDITIONAL BENEFITS


SECTION 1.   NORMAL RETIREMENT BENEFIT FORMULAS


An Employer may provide, on a uniform basis for its Members, one of the following normal retirement benefit formulas:

	
  
(A)
  	

  
  Nonintegrated Benefit   Formulas

	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	

  
  The product of:

	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
An annual accrual rate   equal to any rate not less than .25% and not greater than 3% (determined in   .25% increments), as designated by the Employer, multiplied by
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The Member’s (a) Career   Average Salary, (b) High-5 Salary or (c) High-3 Salary, as designated by the   Employer, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
The number of years and   months of Benefit Service.
  





	
  
(B)
  	
  
Nonintegrated Benefit   Formulas with a Benefit Service Cap
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	

  
  The product of:

	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
An annual accrual rate   equal to any rate not less than .25% and not greater than 3% (determined in   .25% increments), as designated by the Employer, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The Member’s (a) High-5   Salary or (b) High-3 Salary, as designated by the Employer,  multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
The number of years and   months of Benefit Service up to a maximum of 20, 25, 30, 35, 40, 45 or 50   years, as designated by the Employer.
  





	
  
(C)
  	
  
Partial High-5 or High-3   Salary Benefit Formulas
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The greater of (1) or (2):
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
The product of:
  





	
  
 
  	
  
(i)
  	
  
An annual accrual rate   equal to any rate not less than .25% and not greater than 3% (determined in   .25% increments), as designated by the Employer, multiplied by
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
The Member’s (a) High-5   Salary or (b) High-3 Salary, as designated by the Employer, multiplied by
  




30









	
  
 
  	
  
(iii)
  	
  
The number of years and   months of Benefit Service, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
Any percentage less than   100% but equal to or greater than 50%, as designated by the Employer.
  






	
  
 
  	
  
(2)
  	
  
The product of:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
An annual accrual rate   equal to any rate not less than .25% and not greater than 3% (determined in   .25% increments), as designated by the Employer under Subsection (C)(1)(i) of   this Section 1, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
The Member’s Career   Average Salary, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(iii)
  	
  
The number of years and   months of Benefit Service.
  





	
  
(D)
  	
  
Nonintegrated Fixed   Percentage Formulas
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The product of:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
Any percentage not less   than 10% and not greater than 80%, as designated by the Employer, multiplied   by
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The Member’s (a) High-5   Salary or (b) High-3 Salary, as designated by the Employer, for each Member   who completes a minimum number of years of Benefit Service equal to 25 or 30   years of Benefit Service as of his Normal Retirement Date, as designated by   the Employer.
  





	
  
 
  	
  
If a Member does not   complete the required minimum number of years of Benefit Service as of his   Normal Retirement Date, his Retirement Allowance under this Subsection (D)   shall be multiplied by a fraction, the numerator of which is the number of   years and months of Benefit Service completed as of his Normal Retirement   Date and the denominator of which is the required minimum number of years of   Benefit Service.
  





	
  
(E)
  	
  
1.5% Integrated Benefit   Formula With Career Average Minimum
  
	
   
  	
  
 
  
	
  
 
  	
  
The product of:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
1.0% of the Member’s   High-5 (or High-3, as designated by the Employer) Salary up to the CCL, plus   1.5% of the Member’s High-5 (or High-3) Salary above the CCL, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The number of years and   months of Benefit Service.
  




31









	
   
  	
  
(a)
  	
  
In the event a Member has   completed more than 35 years of Benefit Service as of his Normal Retirement   Date, the Member’s Retirement Allowance, with respect to such years of   Benefit Service in excess of 35, will be equal to 1.5% of the Member’s High-5   (or High-3) Salary, both above and below the CCL.  At the Employer’s election, with respect to Benefit Service   completed prior to the Employer’s adoption of the integrated benefit formula   in this Section 1(E), the Retirement Allowance computed with respect to such   Benefit Service shall be determined by applying an annual accrual rate of   1.5% of the Member’s High-5 (or High-3) Salary, both above and below the   CCL.  In no event will the Member’s   normal Retirement Allowance computed under this Section 1(E) be less   than the product of:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
1.5%, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The Member’s Career   Average Salary, multiplied by
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
The number of years and   months of Benefit Service.
  





	
  
(F)
  	
  
2% Integrated Benefit   Formula With Career Average Minimum
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The product of:
  





	
  
 
  	
  
(a)
  	
  
1.5% of the Member’s High-5   (or High-3, as designated by the Employer) Salary up to the CCL, plus 2.0% of   the Member’s High-5 (or High-3) Salary above the CCL, multiplied by
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The number of years and   months of Benefit Service.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
In the event a Member has   completed more than 35 years of Benefit Service as of the date of his   termination of employment, the Member’s Retirement Allowance, with respect to   such years of Benefit Service in excess of 35, will be equal to 2.0% of the   Member’s High-5 (or High-3) Salary, both above and below the CCL.  At the Employer’s election, with respect   to Benefit Service completed prior to the Employer’s adoption of the   integrated benefit formula in this Section 1(F), the Retirement Allowance   computed with respect to such Benefit Service shall be determined by applying   an annual accrual rate of 2.0% of the Member’s High-5 (or High-3) Salary,   both above and below the CCL.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
In no event will the   Member’s normal Retirement Allowance computed under this Section 1(F) be   less than the product of:
  



32









	
  
 
  	
  
(a)
  	
  
2.0%, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The Member’s Career   Average Salary, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
The number of years and   months of Benefit Service.
  





	
  
(G)
  	
  
1.5% Integrated Benefit   Formula Without Career Average Minimum
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The product of:
  





	
  
 
  	
  
(1)
  	
  
1.0% of the Member’s   High-5 (or High-3, as designated by the Employer) Salary up to the CCL, plus   1.5% of the Member’s High-5 (or High-3) Salary above the CCL, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The number of years and   months of Benefit Service, up to a maximum, if any, specified by the   Employer, of 20, 25, 30 or 35 years.    In the event a Member has completed more than 35 years of Benefit   Service as of his Normal Retirement Date and the Employer has not specified a   maximum number of years of Benefit Service, the Member’s Retirement   Allowance, with respect to Benefit Service in excess of 35 years, will be   equal to 1.5% of the Member’s High-5 (or High-3) Salary, both above and below   the CCL.  At the Employer’s election,   with respect to Benefit Service completed prior to the Employer’s adoption of   the integrated benefit formula in this Section 1(G), the Retirement Allowance   computed with respect to such Benefit Service shall be determined by applying   an annual accrual rate of 1.5% of the Member’s High-5 (or High-3) Salary,   both above and below the CCL.
  





	
  
(H)
  	
  
1.75% Integrated Benefit   Formula Without Career Average Minimum
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The product of:
  





	
  
 
  	
  
(1)
  	
  
1.25% of the Member’s   High-5 (or High-3, as designated by the Employer) Salary up to the CCL, plus   1.75% of the Member’s High-5 (or High-3) Salary above the CCL, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The number of years and   months of Benefit Service, up to a maximum, if any, specified by the   Employer, of 20, 25, 30 or 35 years.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
In the event a Member has   completed more than 35 years of Benefit Service as of his Normal Retirement   Date and the Employer has not specified a maximum number of years of Benefit   Service, the Member’s Retirement Allowance, with respect to Benefit Service   in excess of 35 years, will be equal to 1.75% of the Member’s High-5 (or   High-3) Salary, 
  




33









	
  
 
  	
  
 
  	
  
both above and below the   CCL.  At the Employer’s election, with   respect to Benefit Service completed prior to the Employer’s adoption of the   integrated benefit formula provided in this Section 1(H), the Retirement   Allowance computed with respect to such Benefit Service shall be determined   by applying an annual accrual rate of 1.75% of the Member’s High-5 (or   High-3) Salary, both above and below the CCL.
  





	
  
(I)
  	
  
1.85% Integrated Benefit   Formula Without Career Average Minimum
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The product of:
  





	
  
 
  	
  
(1)
  	
  
1.25% of the Member’s   High-5 (or High-3, as designated by the Employer) Salary up to the CCL, plus   1.85% of the Member’s High-5 (or High-3) Salary above the CCL, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The number of years and   months of Benefit Service, up to a maximum, if any, specified by the   Employer, of 20, 25, 30 or 35 years.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
In the event a Member has   completed more than 35 years of Benefit Service as of his Normal Retirement   Date and the Employer has not specified a maximum number of years of Benefit   Service, the Member’s Retirement Allowance, with respect to Benefit Service   in excess of 35 years, will be equal to 1.85% of the Member’s High-5 (or   High-3) Salary, both above and below the CCL.  At the Employer’s election, with respect to Benefit Service   completed prior to the Employer’s adoption of the integrated benefit formula   provided in this Section 1(I), the Retirement Allowance computed with respect   to such Benefit Service shall be determined by applying an annual accrual   rate of 1.85% of the Member’s High-5 (or High-3) Salary, both above and below   the CCL.
  





	
  
(J)
  	
  
2% Integrated Benefit Formula   Without Career Average Minimum
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The product of:
  





	
  
 
  	
  
(1)
  	
  
1.5% of the Member’s   High-5 (or High-3, as designated by the Employer) Salary up to the CCL, plus   2.0% of the Member’s High-5 (or High-3) Salary above the CCL, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  

The number of years and months of Benefit Service, up to a maximum, if any,
specified by the Employer, of 20, 25, 30 or 35 years.
 
	
  
 
  	
  
 
  	
  


 
	
  
 
  	
  
 
  	
  
In the event a Member has completed more than 35 years of Benefit Service as of
the date of his termination of employment and the Employer
  




34









	
  
 
  	
  

has not specified a maximum number of years of Benefit Service, the
Member’s Retirement Allowance, with respect to Benefit Service in excess of
35 years, will be equal to 2.0% of the Member’s High-5 (or High-3) Salary,
both above and below the CCL.  At the Employer’s election, with
respect to Benefit Service completed prior to the Employer’s adoption of
the integrated benefit formula in this Section 1(J), the Retirement Allowance
computed with respect to such Benefit Service shall be determined by applying an
annual accrual rate of 2.0% of the Member’s High-5 (or High-3) Salary, both
above and below the CCL.
 





	
  
(K)
  	
  
2.25% Integrated Benefit   Formula Without Career Average Minimum
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The product of:
  





	
  
 
  	
  
(1)
  	
  
1.75% of the Member’s   High-5 (or High-3, as designated by the Employer) Salary up to the CCL, plus   2.25% of the Member’s High-5 (or High-3) Salary above the CCL, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(2)
  	
  
The number of years and   months of Benefit Service, up to a maximum, if any, specified by the   Employer, of 20, 25, 30 or 35 years.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
In the event a Member has   completed more than 35 years of Benefit Service as of his Normal Retirement   Date and the Employer has not specified a maximum number of years of Benefit   Service, the Member’s Retirement Allowance, with respect to Benefit Service   in excess of 35 years will be equal to 2.25% of the Member’s High-5 (or   High-3) Salary, both above and below the CCL.  At the Employer’s election, with respect to Benefit Service   completed prior to the Employer’s adoption of the integrated benefit formula   provided in this Section 1(K), the Retirement Allowance computed with respect   to such Benefit Service shall be determined by applying an annual accrual   rate of 2.25% of the Member’s High-5 (or High-3) Salary both above and below   the CCL.
  





	
  
(L)
  	
  
2.5% Integrated Benefit   Formula Without Career Average Minimum
  
	
   
  	
  
 
  
	
  
 
  	
  
The product of:
  





	
  
 
  	
  
(1)
  	
  
2.0% of the Member’s   High-5 (or High-3, as designated by the Employer) Salary up to the CCL, plus   2.5% of the Member’s High-5 (or High-3) Salary above the CCL, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The number of years and   months of Benefit Service, up to a maximum, if any, specified by the   Employer, of 20, 25, 30 or 35 years.
  




35









	
   
  	
  
In the event a Member has   completed more than 35 years of Benefit Service as of his Normal Retirement   Date and the Employer has not specified a maximum number of years of Benefit   Service, the Member’s Retirement Allowance, with respect to Benefit Service   in excess of 35 years, will be equal to 2.5% of the Member’s High-5 (or   High-3) Salary, both above and below the CCL.  At the Employer’s election, with respect to Benefit Service   completed prior to the Employer’s adoption of the integrated benefit formula   provided in this Section 1(L), the Retirement Allowance computed with respect   to such Benefit Service shall be determined by applying an annual accrual   rate of 2.5% of the Member’s High-5 (or High-3) Salary, both above and below   the CCL.
  





	
  
(M)
  	
  
2.75% Integrated Benefit   Formula Without Career Average Minimum
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The product of:
  





	
   
  	
  
(1)
  	
  
2.25% of the Member’s   High-5 (or High-3, as designated by the Employer) Salary up to the CCL, plus   2.75% of the Member’s High-5 (or High-3) Salary above the CCL, multiplied by
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The number of years and   months of Benefit Service, up to a maximum, if any, specified by the   Employer, of 20, 25, 30 or 35 years.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
In the event a Member has   completed more than 35 years of Benefit Service as of his Normal Retirement   Date and the Employer has not specified a maximum number of years of Benefit   Service, the Member’s Retirement Allowance, with respect to Benefit Service   in excess of 35 years will be equal to 2.75% of the Member’s High-5 (or   High-3) Salary, both above and below the CCL.  At the Employer’s election, with respect to Benefit Service   completed prior to the Employer’s adoption of the integrated benefit formula   provided in this Section 1(M), the Retirement Allowance computed with respect   to such Benefit Service shall be determined by applying an annual accrual   rate of 2.75% of the Member’s High-5 (or High-3) Salary both above and below   the CCL.
  





	
  
(N)
  	
  
3% Integrated Benefit   Formula Without Career Average Minimum
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The product of:
  





	
  
 
  	
  
(1)
  	
  
2.5% of the Member’s   High-5 (or High-3, as designated by the Employer) Salary up to the CCL, plus   3.0% of the Member’s High-5 (or High-3) Salary above the CCL, multiplied by
  




36









	
   
  	
  
(2)
  	
  
The number of years and   months of Benefit Service, up to a maximum, if any, specified by the   Employer, of 20, 25, 30 or 35 years.
  
	
  
 
  	
  
 
  	
  
 
 
	
  
 
  	
  
 
  	
  
In the event a Member has   completed more than 35 years of Benefit Service as of his Normal Retirement   Date and the Employer has not specified a maximum number of years of Benefit   Service, the Member’s Retirement Allowance, with respect to Benefit Service   in excess of 35 years will be equal to 3% of the Member’s High-5 (or High-3)   Salary, both above and below the CCL.  At the Employer’s election, with respect to Benefit Service   completed prior to the Employer’s adoption of the integrated benefit formula   provided in this Section 1(N), the Retirement Allowance computed with respect   to such Benefit Service shall be determined by applying an annual accrual   rate of 3.0% of the Member’s High-5 (or High-3) Salary both above and below   the CCL.
  





	
  
(O)
  	
  
Integrated Fixed   Percentage Formulas with 25 Years of Benefit Service Requirement
  
	
  
 
  	
  
 
  
	
   
  	
  
The product of:
  





	
  
 
  	
  
(1)
  	
  
Any percentage commencing   with 25% and not exceeding 62.5% (in increments of 6.25%), as designated by   the Employer, of the Member’s High-5 (or High-3, as designated by the   Employer) Salary up to the CCL, plus
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The sum of (i) the   percentage designated in paragraph (1) of this Subsection (O) and   (ii) 12.5% multiplied by the Member’s High-5 (or High-3) Salary above   the CCL, for each Member who completes 25 years of Benefit Service as of his   Normal Retirement Date.
  





	
   
  	
  
If a Member does not   complete 25 years of Benefit Service as of his Normal Retirement Date, his   Retirement Allowance under this Section 1(O) shall be multiplied by a   fraction, the numerator of which is the number of years and months of Benefit   Service completed as of his Normal Retirement Date and the denominator of   which is 25.
  





	
  
(P)
  	
  
Integrated Fixed   Percentage Formulas with 30 Years of Benefit Service Requirement
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The product of:
  





	
  
 
  	
  
(1)
  	
  

Any percentage commencing with 30% and not exceeding 75% (in increments of
7.5%), as designated by the Employer, of the Member’s
 



37









	
  
 
  	
  
 
  	
  

 High-5 (or High-3, as designated by the Employer)   Salary up to the CCL, plus
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The sum of (i) the   percentage designated in paragraph (1) of this Subsection (P) and   (ii) 15% multiplied by the Member’s High-5 (or High-3) Salary above the   CCL, for each Member who completes 30 years of Benefit Service as of his   Normal Retirement Date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If a Member does not   complete 30 years of Benefit Service as of his Normal Retirement Date his   Retirement Allowance under this Section 1(P) shall be multiplied by a   fraction, the numerator of which is the number of years and months of Benefit   Service completed as of his Normal Retirement Date and the denominator of   which is 30.
  





	
  (Q)
  	
  
Integrated Fixed   Percentage Formulas with 35 Years of Benefit Service Requirement.  The product of:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
Any percentage commencing   with 35% and not exceeding 82.5% as designated by the Employer of the   Member’s High-5 (or High-3, as designated by the Employer) Salary up to the   CCL,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The sum of (i) the   percentage designated in paragraph (1) of this Subsection (Q) and (ii) 17.5%   multiplied by the Member’s High-5 (or High-3) Salary above the CCL for each   Member who completes 35 years of Benefit Service as of his Normal Retirement   Date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
If a Member does not   complete 35 years of Benefit Service as of his Normal Retirement Date, his   Retirement Allowance under this Section 1(Q) shall be multiplied by a fraction,   the numerator of which is the number of years and months of Benefit Service   completed as of his Normal Retirement Date and the denominator of which is   35.
  





	
  
(R)
  	
  
Cash Balance Accounts
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
In lieu of the benefits   provided under any other Section of this Subsection 1, an Employer may elect   to provide, for its eligible Members, benefits under this Section 1(R).  A Member’s accrued benefit under this   Section 1(R) shall be his Cash Balance Account calculated hereunder with   hypothetical interest allocations to normal retirement age and then converted   to the normal Retirement Allowance, but subject to the additional and minimum   benefit provisions of (3) below.  The   Cash Balance Account is not an actual account to which Retirement Fund
  




38









	
   
  	
  
assets and investment   income are allocated.  A Member’s Cash   Balance Account balance shall be credited with interest at the rate specified   in Subsection (2)(iv) to the Member’s Retirement Date.  The normal Retirement Allowance at the   Member’s normal retirement age shall be computed using the following   actuarial basis:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
For Employers that offer a   lump sum payment option under the Retirement Fund, the “applicable mortality   table” under Section 417(e)(3)(A)(ii)(I) of the IRC and the interest rate   which shall be the yield on 30-year Treasury Constant Maturities (or such   other analogous rate prescribed by the IRS); or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
for Employers that do not   offer a lump sum payment option under the Retirement Fund, the George B. Buck   1989 unisex mortality table and eight (8%) percent interest.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
No employee contributions   shall be required or allowed to a Cash Balance Account.
  





	
  
 
  	
  
(2)
  	
  
A Member’s Cash Balance   Account consists of the sum of the following hypothetical credits: a “Basic   Employer Allocation,” a “Supplemental Employer Allocation” (if any), an   “Initial Employer Allocation” (if any) and an “Interest Allocation” credited   on the Cash Balance Account balance. These hypothetical allocations are   determined as follows:
  





	
  
 
  	
  
(i)
  	
  
Basic Employer Allocation.    For each calendar year in which the Member has Salary, his Cash   Balance Account shall receive, as of the last day of the calendar year, an   allocation equal to the product of Salary and a percentage determined under   one of the schedules enumerated below, as designated by the Employer,
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
a)
  	
  
Uniform Allocation   Percentage.  Any percentage between 4% and 15%   (determined in 0.5% increments), as designated by the Employer.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
b)
  	
  

Graded Allocation Percentage Depending on Attained Age with Increases of
1%.  An initial percentage of 3% or more (in increments of 1%), as
designated by the Employer, for ages 0 to 29, increasing by 1% for each
“n” year age group thereafter but with no further increase after age
60. “n” may be 5 or 10 years as designated by the Employer.
 




39









	
  
 
  	
  
 
  	
  
 
  	
  

The attained age for this purpose will be determined as the Member’s age on
his birthday in the year.
 
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
c)
  	
  
Graded Allocation   Percentage Depending on Attained Age with Increases of 2%.    An initial percentage of 6% or more (in increments of 1%), as   designated by the Employer, for ages 0 to 29, increasing by 2% for each 10   year age group thereafter but with no further increase after age 60.  The attained age for this purpose will be   determined as the Member’s age on his birthday in the year.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
d)
  	
  
Graded Allocation   Percentage Depending on Attained Age with Increases of 1%/2%.    An initial percentage of 4% or more (in increments of 1%), as   designated by the Employer, for ages 0 to 29, increasing by 1% for each of   the next four 5-year age groups and by 2% for each 10-year age group   thereafter but with no further increase after age 60.  The attained age for this purpose will be   determined as the Member’s age on his birthday in the year.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
e)
  	
  
Graded Allocation   Percentage Depending on Years of Benefit Service, with Increases of 1%.    An initial percentage of 3% or more (in increments of 1%), as   designated by the Employer, for the first “n” years of Benefit Service, increasing   by 1% for each “n” years thereafter but with no further allocation after the   “m”th year of Benefit Service.  “n”   may be 5 or 10 years, and “m” may be 20, 25, 30, 35, 40 or unlimited years of   Benefit Service, both “n” and “m” as designated by the Employer.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
f)
  	
  
Graded Allocation   Percentage Depending on Years of Benefit Service, with Increases of 2%.    An initial percentage of 6% or more (in increments of 1%), as   designated by the Employer, for the first 10 Years of Benefit Service,   increasing by 2% for each “n” years thereafter but with no further allocation   after the “m”th year of Benefit Service.    “n” may be 5 or 10 years and “m” may be 20, 25, 30, 35, 40 or   unlimited years of Benefit Service, as designated by the Employer.
  



40









	
  
 
  	
  
 
  	
  
g)
  	
  
Graded Allocation   Percentage Depending on Years of Benefit Service with Increases of 1%/2%.    An initial percentage of 4% or more (in increments of 1%), as   designated by the Employer, for the first 5 Years of Benefit Service,   increasing by 1% for each 5 years thereafter up to 20 years of Benefit   Service, and increasing by 2% for each 10 years thereafter, but with no   further allocation after the “m”th year of Benefit Service.  “m” may be 20, 25, 30, 35, or 40 or   unlimited years of Benefit Service, as designated by the Employer.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
h)
  	
  
Graded Allocation   Percentage Depending on Age-Service Points, with Increases of 1%.    An initial percentage of 3% or more (in increments of 1%), as   designated by the Employer, for any year in which the Member’s points total   29 or less, plus 1% for each additional 10 points, up to a maximum of “m”   points.  A Member’s points in a Plan   Year shall be the sum of his age on his birthday in the year plus his whole   years of Benefit Service as of the end of the year.  “m” may be 60, 70, 80, 90 or 100, as designated by the   Employer.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
i)
  	
  
Graded Allocation   Percentage Depending on Age-Service Points, with Increases of 2%.    An initial percentage of 6% or more (in increments of 1%), as   designated by the Employer, for any year in which the Member’s points total   29 or less, plus 2% for each additional 10 points up to a maximum of “m”   points.  A Member’s points in a Plan   Year shall be the sum of his age on his birthday in the year plus his whole   years of Benefit Service as of the end of the year.  “m” may be 60, 70, 80, 90 or 100, as designated by the   Employer.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
j)
  	
  
Graded Allocation   Percentage Depending on Age-Service Points, with Increases of 1%/2%.    An initial percentage of 4% or more (in increments of 1%), as   designated by the Employer, for any year in which the Member’s points total   29 or less, plus 1% for each additional 10 points up to a 
  



41









	
  
 
  	
  
 
  	
  
 
  	
  
total of 69 points, plus   2% for each additional 10 points up to a maximum of “m” points.  A Member’s points in a Plan Year shall be   the sum of his age on his birthday in the year plus his whole years of   Benefit Service as of the end of the year.    “m” may be 60, 70, 80, 90 or 100, as designated by the Employer.
  





	
  
 
  	
  
(ii)
  	
  
Supplemental Employer   Allocation.  For each Plan Year in which the Member has   Salary in excess of the taxable wage base (as defined for purposes of the Old   Age Survivor Disability Insurance portion of the Federal Insurance   Contribution Act tax) for such year, his Cash Balance Account shall receive,   as of the last day of the Plan Year, an additional 0% to 3% (in increments of   0.5%), as designated by the Employer, of the Member’s Salary in excess of the   taxable wage base in the year, (provided the percentage chosen does not cause   the Retirement Fund to violate the backloading rules in Section 411(b) of the   IRC for any actual or potential Member).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
Initial Employer   Allocation.  If the Employer so elects, each Member who   accrued a retirement benefit under the Retirement Fund at the date on which   the Cash Balance Account becomes effective shall have his Cash Balance   Account credited with an initial employer allocation equal to the actuarial   equivalent lump sum present value of his accrued benefit under the Retirement   Fund, reduced by the value of any Employee contributions, with such accrued   benefit measured by the Member’s normal Retirement Allowance commencing at   his Normal Retirement Date under the Retirement Fund.  The initial employer allocation shall be   credited to the Member’s Cash Balance Account on the first day of the first   month in which his Employer elects to participate in this Cash Balance   Account.  For the purpose of this   subparagraph, actuarial equivalent shall be based upon the actuarial   equivalent basis as designated by the
Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  

Interest Allocation.  Each plan month beginning after the Employer
elects to participate in the Cash Balance Account and prior to the date the
Member commences distribution under the
 



42









	
  
 
  	
  

Retirement Fund, a Member’s Cash Balance Account shall receive an Interest
Allocation calculated as set forth below.
 
	
  
 
  	
  
 
  	
  
 
 
	
  
 
  	
  
a)
  	
  
The annual interest rate   used for a calendar year shall be determined as of the end of the prior   calendar year and shall be one of the following, as designated by the   Employer, or 4% if greater.
  





	
  
 
  	
  
(1)
  	
  
The discount rate on   3-month Treasury Bills with a margin of an additional amount of 0 to 175   basis points (in 25 basis point increments), as designated by the Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The discount rate on   6-month or 12-month Treasury Bills with a margin of an additional amount of 0   to 150 basis points (in 25 basis point increments), both as designated by the   Employer.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
The yield on 1-year   Treasury Constant Maturities with a margin of an additional amount of 0 to   100 basis points (in 25 basis point increments), as designated by the   Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(4)
  	
  
The yield on 2-year or   3-year Treasury Constant Maturities with a margin of an additional amount of   0 to 50 basis points (in 25 basis point increments), both as designated by   the Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(5)
  	
  
The yield on 5-year or   7-year Treasury Constant Maturities with a margin of an additional amount of   0 or 25 basis points, both as designated by the Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(6)
  	
  
The yield on 10-year or   longer Treasury Constant Maturities as designated by the Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(7)
  	
  
The change in the annual   rate of the Consumer Price Index from the preceding year with a margin of an   additional amount of 0 to 3% (in 0.5% increments), as designated by the   Employer.
  




43









	
  
 
  	
  
b)
  	
  
Interest will be credited   monthly as of the last business day of each month.  Each Member’s Cash Balance Account will be increased by the   monthly interest equivalent of the annual interest rate selected above.
  





	
  
 
  	
  
(3)
  	
  
Additional and Minimum   Benefits.  A Member whose Employer does not elect to   make an Initial Employer Allocation under (2)(iii) above shall have his   accrued benefit increased by his accrued benefit immediately prior to the   date on which the Cash Balance Account becomes effective, such additional   accrued benefit being payable pursuant to the terms of his Employer’s   agreement under the Retirement Fund in effect on said date.  A Member whose Employer makes an Initial   Employer Allocation under (2)(iii) shall be entitled to an accrued benefit at   least equal to his accrued benefit immediately prior to the date on which the   Cash Balance Account becomes effective, such benefit being paid pursuant to   the terms of his Employer’s agreement under the Retirement Fund in effect on   said date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(4)
  	
  
Special Transition Benefit.    Provided that the Special Transition Benefit does not cause the plan   to discriminate in favor of Highly Compensated Employees, the Employer may   designate some or all of its Employees on the date the Cash Balance Account   becomes effective to (i) continue to accrue benefits under the prior plan   arrangement of the Employer for a designated period of time, (ii) provide an   enhanced basis for determining the Initial Employer Allocation, or (iii) provide   additional pay credits based upon a percentage of pay or based upon a   percentage of pay for each year of Benefit Service.
  





	
  
(S)
  	
  
Pension Equity Benefit
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  

In lieu of the benefits provided under any other Section of this Section 1, an
Employer may elect to provide, on a uniform basis for its Members, benefits
under this Section 1(S).  A Member’s accrued benefit under this
Section 1(S) shall be his Pension Equity Benefit calculated hereunder, and then
converted to the Member’s normal Retirement Allowance, but subject to the
additional and minimum benefit provisions of (3) below.  The normal
Retirement Allowance at normal retirement age shall be computed on the basis in
Article V,
 




44









	
  
 
  	
  
 
  	
  

Section 1(R)(1).  No employee contributions shall be required or allowed in
determining the amount of a Pension Equity Benefit.

	
  
 
  	
  
 
  	
  
 

	
   
  	
  
(2)
  	
  
A Member’s Pension Equity   Benefit consists of the sum of a “Basic Employer Benefit,” a “Supplemental   Employer Benefit” (if any) and an “Initial Employer Benefit” (if any).  These benefits are determined as follows:
  





	
  
 
  	
  
(i)
  	
  
Basic Employer Benefit.    The Member’s High-5 Salary or High-3 Salary, as designated by the   Employer, multiplied by the aggregate of the Member’s core percentages   determined, for each year of Benefit Service of the Member, under one of the   schedules below, as designated by the Employer.
  





	
  
 
  	
  
a)
  	
  
Uniform Core Percentage.    Any percentage between 5% and 20% (determined in 0.25% increments), as   designated by the Employer.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
b)
  	
  
Graded Core Percentage   Depending on Attained Age with Increases of 1%.    An initial percentage of 3% or more (in increments of 1%), as   designated by the Employer, for ages 0 to 29, increasing by 1% for each “n”   year age group thereafter but with no further increase after age 60. “n” may   be 5 or 10 years as designated by the Employer.  The attained age for this purpose will be determined as the   Member’s age on his birthday in the year.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
c)
  	
  
Graded Core Percentage   Depending on Attained Age with Increases of 2%.    An initial percentage of 6% or more (in increments of 1%), as   designated by the Employer, for ages 0 to 29, increasing by 2% for each 10   year age group thereafter but with no further increase after age 60.  The attained age for this purpose will be   determined as the Member’s age on his birthday in the year.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
d)
  	
  
Graded Core Percentage   Depending on Attained Age with Increases of 1%/2%.    An initial percentage of 4% or more (in increments of 1%), as   designated by the Employer, for ages 0 to 29, increasing by 1% for each of   the next four 5-year age groups and by 2% for each 10-year age group
  




45









	  
	  
	  

	 
	  
	 thereafter but with no further increase after age 60. The attained age for this purpose will be determined as the Member’s age on his birthday in the year.

	  
	  
	  

	
  
 
  	
  
e)
  	
  
Graded Core Percentage   Depending on Years of Service with Increases of 1%.    An initial percentage of 3% or more (in increments of 1%), as   designated by the Employer, for the first “n” years of Benefit Service,   increasing by 1% for each “n” years thereafter but with no further allocation   after the “m”th year of Benefit Service.    “n” may be 5 or 10 years, and “m” shall be 20, 25, 30, 35, 40 or   unlimited years of Benefit Service, both “n” and “m” as designated by the   Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
f)
  	
  
Graded Core Percentage   Depending on Years of Service, with Increases of 2%.    An initial percentage of 6% or more (in increments of 1%), as   designated by the Employer, for the first 10 years of Benefit Service,   increasing by 2% for each 10 years thereafter but with no further allocation   after the “m”th year of Benefit Service. “m” shall be 20, 25, 30, 35, 40 or   unlimited years of Benefit Service, as designated by the Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
g)
  	
  
Graded Core Percentage   Depending on Years of Service, with Increases of 1%/2%.    An initial percentage of 4% or more (in increments of 1%), as   designated by the Employer, for the first 5 years of Benefit Service,   increasing by 1% for each 5 years thereafter up to 20 years of Benefit   Service, and increasing by 2% for each 10 years thereafter, but with no   further allocation after the “m”th year of Benefit Service. “m” shall be 20,   25, 30, 35, 40 or unlimited years of Benefit Service, as designated by the   Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
h)
  	
  
Graded Core Percentage   Depending on Age-Service Points, with Increases of 1%.    An initial percentage of 3% or more (in increments of 1%), as   designated by the Employer, for any year in which the Member’s points total   29 or less, plus 1% for each additional 10 points, up to a maximum of “m” points.   A Member’s points in a Plan Year shall be the sum
  



46









	  
	  
	 of his age on his birthday in the year plus his whole years of Benefit Service as of the end of the year. “m” shall be 60, 70, 80, 90 or 100, as designated by the Employer.

	  
	  
	  

	
  
 
  	
  
i)
  	
  
Graded Core Percentage   Depending on Age-Service Points, with Increases of 2%.    An initial percentage of 6% or more (in increments of 1%), as   designated by the Employer, for any year in which the Member’s points total   29 or less, plus 2% for each additional 10 points.  A Member’s points in a Plan Year shall be the sum of his age on   his birthday in the year plus his whole years of Benefit Service as of the   end of the year.  “m” shall be 60, 70,   80, 90 or 100, as designated by the Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
j)
  	
  
Graded Core Percentage   Depending on Age-Service Points, with Increases of 1%/2%.    An initial percentage of 4% or more (in increments of 1.0%), as   designated by the Employer, for any year in which the Member’s points total   29 or less, plus 1% for each additional 10 points up to a total of 69 points,   plus 2% for each additional 10 points.    A Member’s points in a Plan Year shall be the sum of his age on his   birthday in the year plus his whole years of Benefit Service as of the end of   the year. “m” shall be 60, 70, 80, 90 or 100, as designated by the Employer.
  





	
  
 
  	
  
(ii)
  	
  
Supplemental Employer   Benefit.  The excess of the Member’s High-5 Salary   or High-3 Salary, as designated by the Employer under (2)(i) above, over the   Member’s CCL multiplied by the Member’s Excess Percentage.  The Member’s Excess Percentage shall be   calculated as 0% to 3% (in increments of 0.5%), as designated by the Employer   (provided the percentage chosen does not cause the Retirement Fund to violate   the backloading rules of IRC Section 411(b) for any actual or potential   Member), for each year of Benefit Service of the Member.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
Initial Employer Benefit.    If the Employer so elects, each Member who accrued a retirement   benefit under the Retirement Fund at the date on which the Pension Equity   Benefit becomes effective
  




47









	
  
 
  	
  
shall have the aggregate   of his Core Percentages and the aggregate of his Supplemental Percentages   increased to reflect what the percentages would have been had the Pension   Equity Benefit been in effect during all the Member’s years of Benefit   Service.
  





	
  
 
  	
  
(3)
  	
  
Additional and Minimum   Benefits.  A Member whose Employer does not elect to   make an initial employer benefit allocation under (2)(iii) above shall have   his accrued benefit increased by his accrued benefit immediately prior to the   date on which the Pension Equity Benefit becomes effective, such additional   accrued benefit being payable pursuant to the terms of his Employer’s   agreement under the plan on said date. A Member whose Employer makes an   initial employer benefit allocation under (2)(iii) shall be entitled to an   accrued benefit at least equal to his accrued benefit immediately prior to   the date on which the Pension Equity Benefit becomes effective, such benefit   being paid pursuant to the terms of his Employer’s agreement under the   Retirement Fund in effect on said date.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(4)
  	
  
Special Transition Benefit.    Provided that the Special Transition Benefit does not cause the   Retirement Fund to discriminate in favor of    Highly Compensated Employees, the Employer may designate some or all   of its Employees on the date the Pension Equity Benefit becomes effective to   continue to accrue benefits under the prior plan arrangement of the Employer   under the Retirement Fund for a designated period of time.
  




For an Employer which had elected an integrated benefit formula prior to July 1, 1989, and which elects any of the integrated benefit formulas described in Subsection (E), (F), (G), (H), (I), (J), (K), (L), (M), (N), (O), (P), or (Q) of this Section 1, if a Member’s Retirement Allowance determined under the prior integration formula as of June 30, 1989 exceeds the Member’s Retirement Allowance determined under the applicable integration formula described in Subsection (E), (F), (G), (H), (I), (J), (K), (L), (M), (N), (O), (P), or (Q), then the higher Retirement Allowance will be payable.


Notwithstanding anything in this Section 1 to the contrary, in no event may an Employer’s election to provide any of the benefit formulas described in this Section 1 reduce a Member’s accrued benefit below the amount of such accrued benefit determined as of the day immediately preceding the effective date for the Employer’s election of such a benefit formula under this Section 1.  In addition, a Member’s 


48










Retirement Allowance determined under the applicable integration formula described in Subsection (E), (F), (G), (H), (I), (J), (K), (L), (M), (N), (O), (P), (Q), and (S) shall conform to the cumulative permitted disparity limit and the annual overall permitted disparity limit as provided under the IRS Regulations.


Should an Employer elect a benefit formula under this Section 1 which provides that its Member’s Retirement Allowance will be calculated based upon Career Average Salary, the Employer may, at its option, elect to recalculate the Member’s Salary under the Retirement Fund based upon the Member’s High-5 Salary or High-3 Salary, as designated by the Employer, for Benefit Service accrued to the effective date of such amendment, provided that in no event shall the Member’s recalculated benefit be less than the benefit calculated based upon the Member’s Career Average Salary for the benefit accrued to the date of such amendment.


SECTION 2.  EARLY RETIREMENT FACTORS

	
  
(A)
  	
  
An Employer shall   designate early retirement factors to determine a Member’s early retirement   benefits or the Employer shall adopt one of the early retirement factor   tables (with interpolation made to the nearest month) provided in Appendix E   and attached hereto, except that if the Employer has adopted either the Cash   Balance Account or the Pension Equity Benefit, the early retirement benefits   shall be determined in accordance with the following paragraph.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
A Retiree’s Cash Balance   Account or Pension Equity Benefit shall be paid in accordance with the normal   Retirement Allowance designated by the Employer based upon the actuarial   equivalent basis provided in Article V, Section 1(R)(1).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
If a Retiree is married at   the time his Retirement Allowance commences under this Section, the   Equivalent Value of his Retirement Allowance shall be paid as a qualified   joint and survivor annuity with his spouse as Contingent Annuitant under   Option 2 or 3 of Section 1 of Article VI as designated by the Retiree, unless   such Spouse consents in writing to permit the Retiree to elect a different   form of allowance.  If a Retiree is   not married at the time his Retirement Allowance commences, his Retirement   Allowance shall be paid under the plan’s normal form of payment unless an   optional form of allowance as described in Section 1 of Article VI is elected   by the Retiree.  Where an Employer has   adopted a lump sum payment option and a Member elects to receive his   Retirement Allowance attributable to his Cash Balance Account in the form of   a lump sum payment, such payment shall be equal to the Retiree’s Cash Balance   Account
balance. Notwithstanding, in the event that the annual 
  



49









	
  
 
  	
  
interest rate elected by   the Employer under Article V, Section (1)(R)(2)(iv) falls below 4% in the   year of the distribution, a Member shall be entitled to the greater of (1)   his Cash Balance Account balance and, (2) the lump sum calculated by   projecting his Cash Balance Account balance with a 4% interest to the   Member’s Normal Retirement Date and discounted back to the date of   distribution with such annual interest rate without regard to the 4% minimum.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Where an Employer has   adopted a lump sum payment option and a Member elects to receive his   Retirement Allowance attributable to his Pension Equity Benefit in the form   of a lump sum payment, such payment shall be equal to the Retiree’s Pension   Equity Benefit.
  
	
  
 
  	
  
 
  
	
  
(B)
  	
  
If an Employer provides an   integrated benefit formula, as described in Subsection (E), (F), (G), (H),   (I), (J), (K), (L), (M), (N), (O), (P), or (Q) of Section 1 of this Article   V, and adopts the early retirement factor table described in Table I(B) or   (C), II(B) or (C) or III(B) or (C) of Appendix E, then the early retirement   factor with respect to a Member’s Retirement Allowance attributable to Salary   up to the CCL and computed in accordance with the accrual rate described in   Subsection (E)(1), (F)(1), (G)(1), (H)(1), (I)(1), (J)(1), (K)(1), (L)(1),   (M)(1), (N)(1), (O)(1), (P)(1), or Q(1) of Section 1 of this Article V   (whichever shall apply), but only with respect to such Salary, shall be the   applicable early retirement factor described in Appendix A.
  
	
   
  	
  
 
  
	
  
(C) 
  	
  
Any Employer may, at its   option, elect to provide enhanced early retirement factors effective upon a   Change of Control of the Employer.
  




SECTION 3.   DISABILITY RETIREMENT BENEFIT

	
  
(A)
  	
  
If an Employer has   provided this benefit since its Commencement Date, then each of its Members  –
  





	
  
 
  	
  
(i)
  	
  
who is not an inactive   Member or is not on a leave of absence, and for whom contributions have not   been discontinued,
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(ii)
  	
  
who is separated from   active employment by reason of disability after the earlier of one year of   Membership Service or five years of Benefit Service but before attainment of   age 65, and
  
	  
	  
	  

	  
	 (iii)
	 who is certified by physicians designated by the Retirement Fund to have a physical or mental impairment which (a) prevents him from doing





50









	
  
 
  	
  
 
  	
  
any substantial gainful activity   for which he is fitted by education, training or experience, and (b) is   expected to last at least 12 months from the date of such separation or to   result in death, shall, upon notice to the Retirement Fund within 13 months   of such separation date, be retired as of his Disability Retirement   Date.  (Receipt of proof satisfactory   to the Retirement Fund within 13 months after the date of such separation   that the Member is eligible for, or is receiving, disability insurance   benefits under Title II of the Federal Social Security Act will be deemed   presumptive evidence of entitlement to a disability Retirement Allowance   under this Subsection (A).)
  





	
   
  	
  
If an Employer adopts this   benefit subsequent to its Commencement Date, then it shall be effective for   each of its Members, subject to the above conditions, no earlier than one   year after notification to the Retirement Fund of its adoption.
  





	
  
(B)
  	
  
The annual disability   Retirement Allowance shall be the normal Retirement Allowance (determined   under Article V, Section 1) on the basis of the Member’s Salary and Benefit   Service to his Disability Retirement Date, but shall not be less than 30% of   his High-5 Salary.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
In no event shall the   disability Retirement Allowance exceed the Retirement Allowance that the   disabled Member would have received if he had continued in Service to his   Normal Retirement Date and his Salary at disability had continued to such   date.
  
	
  
 
  	
  
 
  
	
  
(C)
  	
  
The Board may require any   disability Retiree who has not attained age 65 to demonstrate continuing   eligibility for disability retirement benefits as often as once a year.  If such a Retiree refuses or cannot   demonstrate to the satisfaction of the Board that he continues to be disabled   within the definition of Subsection (A) of this Section 3, then his   disability allowance shall be discontinued.    The disability Retiree’s disability Retirement Allowance will also   cease if and when he returns to substantial gainful activity for which he is   fitted by education, training or experience.    In either case, it may be resumed if it is subsequently determined by   the Board that the conditions of Subsection (A) of this Section 3 are again   satisfied.
  
	
   
  	
  
 
  
	
  
(D)
  	
  
If the Employer has   adopted either the Cash Balance Account or the Pension Equity Benefit, then a   Member who would otherwise qualify as disabled under (A) above shall not have   his disability benefit calculated under subsection (B), 
  




51









	
  
 
  	
  
but shall instead be   treated as eligible for an early retirement benefit under Article V, Section   2. In lieu of the benefit described in the preceding sentence, an eligible   Member may elect to receive the disability benefit to which he would have   been entitled had he become disabled on the date his Employer adopted either   the Cash Balance Account or the Pension Equity Benefit but without regard to   the 30% of Salary minimum described in subsection (B) above. If the   alternative benefit described in the preceding sentence is elected, the Cash   Balance Account or the Pension Equity Benefit will continue to grow as if the   Member had terminated with a vested benefit which he chose to defer.
  




SECTION 4.   ADDITIONAL DEATH BENEFITS

	
  (A)
  	
  
In lieu of the basic death   benefit, if any, provided under Article IV, Section 3(A), an Employer may   adopt an active service death benefit which is payable upon the death of a   Member in Service, for whom contributions have not been discontinued, to his   Beneficiary in a lump sum equal to (i) plus (ii):
  





	
  
 
  	
  
(i)
  	
  
100% of the Member’s last   12 months’ Salary, plus an additional 10% of such Salary for each year of   Benefit Service until a maximum of 300% is attained for 20 or more years of   Benefit Service.  If death occurs   prior to the completion of one year of Benefit Service, this part of the   benefit shall be 100% of the Member’s annual Salary as of his Enrollment Date   if his Salary is determined under Section (43)(A) of Article I, or his   annualized Salary based on all completed months of Benefit Service prior to   death if Salary is determined under Section (43)(B) or Section (43)(C) of   Article I.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
The Member’s Accumulated   Contributions, if any.
  





	
  
 
  	
  
In no event shall such   lump sum be less than the lump sum which would have been payable under either   Article IV, Section 3(A) or Article V, Section 4(B), whichever is applicable.
  





	
  
(B)
  	
  
In lieu of the basic death   benefit, if any, provided under Article IV, Section 3(A), an Employer (or a   successor to such Employer) which was participating in the Retirement Fund as   of June 30, 1983 may adopt the “12 Times” retirement benefit which is payable   upon the death of a Retiree, who had not elected an optional form of payment   under Article VI, in a lump sum equal to the excess, if any, of (i) over   (ii):
  




52









	
  
 
  	
  
(i)
  	
  
An amount equal to 12   times the Retiree’s annual allowance immediately prior to the commencement of   his Retirement Allowance, or as of the first day of the month in which his   death occurred if he died before having received any payment of such   allowance.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
The sum of the Retirement   Allowance payments he had received, if any.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
This benefit shall also be   payable upon the death of a Member who was eligible for early retirement at   the time of death in lieu of the benefit which would have been payable under   Article IV, Section 3(A).
  





	
  
(C)
  	
  
In lieu of the basic death   benefit, if any, provided under Article IV, Section 3(A), an Employer may   adopt an active service death benefit which is payable upon the death of a   Member in Service, for whom contributions have not been discontinued, to his   Beneficiary in a lump sum equal to (i) a multiple of the Member’s projected   monthly Retirement Allowance which shall be not less than 50 times and not   greater than 100 times the projected monthly Retirement Allowance plus (ii)   the Member’s Accumulated Contributions, if any.
  
	
   
  	
  
 
  
	
  
 
  	
  
In no event shall such   lump sum be less than the lump sum which would have been payable under either   Article IV, Section 3(A) or Article V, Section 4(B), whichever is applicable.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Should an Employer elect   to provide the active service death benefit under this subsection (C) of   Section 4, such provision shall not be effective until one (1) year following   the adoption by the Employer unless the Employer provided such death benefit   prior to the Employer’s Commencement Date.
  




SECTION 5.   RETIREMENT ADJUSTMENT PAYMENT

	
  
(A)
  	
  
An Employer which was   participating as of June 30, 1983 may provide this benefit to those of its   Members who (i) were enrolled prior to July 1, 1983 and (ii) retire   after attainment of age 55.
  
	
  
 
  	
  
 
  
	
  
(B)
  	
  
The Retirement Adjustment   Payment shall be a single lump sum equal to three monthly installments of his   Retirement Allowance (before any optional modification) determined and   payable as of the date his Retirement Allowance payments commence.  If a Retiree, who would otherwise be   eligible to receive such a payment, dies prior to such date, his Retirement   Adjustment Payment 
  



53









	
  
 
  	
  
     shall be determined as though his Retirement Allowance payments had commenced as of the first day of the month in which his death occurred, and shall be payable to his Beneficiary.
  



SECTION 6.   POST-RETIREMENT SUPPLEMENTS

	
  
(A)
  	
  
Annual 1%, 2% or 3%   Increment:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Subject to Section 11.1,   an Employer may provide an annual increment which shall be paid to each of   its Retirees who has attained age 66 and is receiving his annual Retirement   Allowance.  Each annual increment   shall be an amount equal to 1%, 2% or 3%, as the Employer may elect, of the   Retiree’s annual Retirement Allowance multiplied by the number of years from   the calendar year in which he attained age 65 to the current year at the end   of which such increment is payable.    Upon the Retiree’s death, no further amount shall be payable in   respect of this benefit, except that if he had elected a Contingent Annuitant   under Article VI who is alive on the later of (a) the date of the Retiree’s   death or (b) the date the Retiree would have attained age 66, such Contingent   Annuitant shall thereafter be entitled to an annual increment equal to 1%, 2%   or 3%, as the case may be, of the Contingent Annuitant’s annual
allowance multiplied   by the number of years from the calendar year in which the Retiree had   attained age 65 (or would have attained age 65 if he died prior thereto) to   the current year at the end of which such increment is payable.  Upon the Contingent Annuitant’s death, no   further amount shall be payable in respect of this benefit.
  





	
  
(B)
  	
  
Single Fixed Percentage   Adjustment:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Subject to Section 11.1,   an Employer may provide, as of any January 1, a fixed percentage supplement   for each of its then eligible Retirees, determined under one of the following   formulas:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
1% or more of the annual   Retirement Allowance for each completed year of retirement after attainment   of the minimum under one of the following formulas.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
A single percentage uniformly   applicable to all those eligible.
  





	
  
 
  	
  
For purposes of this   Subsection (B), an eligible Retiree is one who (i) has retired prior to the   effective date of the supplemental benefit described in this
  


54









	
  
 
  	
  
 Subsection (B)   and (ii) has attained the minimum age specified by his Employer.  Such minimum age may be any age not less   than 45 and not greater than 66, and shall apply uniformly to all Retirees of   the Employer.  The supplement shall be   paid each January beginning with the effective date (providing the Retiree   has begun receiving his annual allowance) and ending in the year in which the   Retiree dies, except that if he had elected a Contingent Annuitant under   Article VI who is alive on the date of the Retiree’s death, such Contingent Annuitant   shall thereafter be entitled to an annual supplement determined by   multiplying the fixed percentage by the Contingent Annuitant’s annual   allowance and ending in the year in which the Contingent Annuitant dies.  If the
fixed percentage supplement provided   for a Retiree is not paid due to the Retiree’s deferral of commencement of   allowance payments, it shall be paid beginning with the January 1 coincident   with or following the date his Retirement Allowance payments commence and   shall be determined by multiplying the fixed percentage provided by the   Employer by the annual Retirement Allowance determined at the time payments   commence.
  




SECTION 7.   SUPPLEMENTAL EARLY RETIREMENT WINDOW BENEFIT

	
  (A)
  	
  
Subject to the provisions   of this Section 7 and Section 11.1, an Employer may provide for each Member   who has satisfied the eligibility requirements specified in Subsection (D) of   this Section 7, a supplemental early retirement window benefit determined   pursuant to the formula elected in Subsection (E) of this Section 7 and   payable in accordance with Articles IV and V.  Any such supplemental early retirement window benefit shall not   be deemed to be in lieu of any of the other additional benefits described in   this Article V.  A Member who does not   meet the eligibility requirements of Subsection (D) of this Section 7 or who   does not terminate employment within the time period described in Subsection   (B) of this Section 7 will not be entitled to any additional benefits   pursuant to this Section 7.
  
	 
	  

	 (B)
	 The Employer shall select a time period of not less than 45 days nor more than 90 days from the effective date of its adoption of the supplemental early retirement window benefit during which an eligible Member may elect such





55









	 
	
  
 benefit.  A Member must agree to retire during the   period described in the preceding sentence in order to be eligible for the   benefit, except that an Employer may, at its option, permit Employees who   elect an early retirement window benefit to terminate employment at any time   (or at any time during a period of time designated by the Employer) no later   than six (6) months after the close of the window period described in the   preceding sentence or, alternatively, to irrevocably designate a uniform   termination date no later than six (6) months after the close of such window   period.
  
	
   
  	
  
 
  
	
  
(C)
  	
  
In order for an Employer   to provide a supplemental early retirement window benefit pursuant to this   Section 7, the following conditions must be satisfied:
  





	
  
 
  	
  
(1)
  	
  
At least five (5) Members   must be eligible for the supplemental early retirement window benefit during   the election period described in Subsection (B) of this Section 7;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The Employer must comply   with all procedural rules established by the Retirement Fund with regard to   the implementation and operation of such supplemental early retirement window   benefit;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(3)
  	
  
The Employer must   indemnify the Retirement Fund in a manner satisfactory to the Retirement Fund   against any and all losses and expenses incurred by the Retirement Fund   (including reasonable legal fees) arising out of the Employer’s adoption of   the early retirement window benefit; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(4)
  	
  
Any other conditions which   the Retirement Fund, the IRS or any other governmental authority might   require.
  





	
  
(D)
  	
  
An Employer must establish   an eligibility requirement, uniformly applicable to all of its Employees,   which must be satisfied by a Member as of the effective date of the adoption   of the supplemental early retirement window benefit in order for the Member   to be eligible for such benefit.  The   eligibility requirement referred to in the preceding sentence can be:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
A minimum age of not less   than 45;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
A minimum total of age and   Vesting Service of not less than 70; or
  




56









	
  
 
  	
  
(iii)
  	
  
A minimum age of not less   than 45 and a minimum number of years of Vesting Service where the specified   years of Vesting Service of not less than five (5).
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
Notwithstanding anything   in this Subsection (D) of this Section 7 to the contrary, an Employer may   elect to restrict the eligibility for the supplemental early retirement   window benefit under this Section 7 to (i) those Members who are Non-highly   Compensated Employees,  (ii) those   Members who are not inactive Members, as described in Article X, Section 3,   (iii) those Members employed at a bona-fide geographical location or in a   certain job function or job classification designated by the Employer, (iv)   those Highly Compensated Employees who are excluded by their title at the election   of the Employer, or (v) those Members who provide the Employer with a valid   waiver of certain legal rights of the Member, provided that in such case the   Employer shall have the sole responsibility to determine whether any such   waiver is valid and enforceable under applicable law.
  





	
  
(E)
  	
  
Upon the termination of   employment of an eligible Member who meets the eligibility requirements of   Subsection (D) of this Section 7 within the period of time specified in   Subsection (B) of this Section 7, the annual Retirement Allowance otherwise   determined under Article IV and this Article V for such Member will be   increased by the difference, if any, that results from determining such   benefit based on one or more of the following:
  





	
   
  	
  
(1)
  	
  
the Benefit Service and   Vesting Service credited to the Member as of his termination date, plus 1 to   10 years, as may be designated by the Employer in its election of this   feature;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
the early retirement   reduction percentage (if any) based upon the Member’s actual age at   commencement of his Retirement Allowance plus 1 to 10 years, as may be   designated by the Employer in its election of this feature;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
no early retirement   reduction, or a 1.5% or 3% early retirement reduction percentage for each   year the Retirement Allowance commences before the Member’s Normal Retirement   Date, as may be designated by the Employer in its election of this feature;   and/or
  




57









	
  
 
  	
  
(4)
  	
  
the addition of a fixed   dollar amount, as may be designated by the Employer, to the Member’s normal   Retirement Allowance payable at the Member’s age 65.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The adoption by an   Employer of any of the features described in this Subsection (E) of this   Section 7 shall apply uniformly to all Members employed by such Employer who   meet the eligibility requirements of Subsection (D) of this Section 7.  In no event shall an increase in a   Member’s Retirement Allowance under the provisions of this Section 7 be   deemed to increase such Member’s Vesting Service or Benefit Service for any   other purposes under the Comprehensive Retirement Program.  Notwithstanding the foregoing in this   Subsection (E) of this Section 7, if an Employer has elected to provide   normal retirement benefits on the basis of one of the integrated benefit   formulas described in Subsection (E), (F), (G), (H), (I), (J), (K), (L), (M),   (N), (O), (P), or (Q) of Section 1 of this Article V, the special early   retirement reduction provided in Paragraph (2) of this Subsection (E) and the   elimination of an early retirement
reduction factor provided in Paragraph (3)   of this Subsection (E) shall not apply; provided, however, such Employer may   elect to provide any of such early retirement reductions but only with regard   to a Member’s benefit which accrues with respect to the Member’s Salary up to   the CCL.
  





	
  
(F)
  	
  
The Retirement Fund   reserves the right to deny an Employer the right to adopt the supplemental   early retirement window benefit described in this Section 7 if it determines,   in its sole discretion, that the adoption by such Employer would result in   the provision of benefits that would not satisfy the requirements of IRC   Section 401(a)(4) (or any applicable IRS Regulations thereunder) or which   would in any other way adversely affect the tax-qualified status of the   Regulations and the tax-exempt status of the Trust under IRC Sections 401(a)   and 501(a), respectively.
  




SECTION 8.    REDUCTION IN ACCRUAL RATE FOR CERTAIN EMPLOYEES


An Employer may elect, on a prospective basis only, to reduce the benefit accrual rate which shall apply to the calculation of the normal retirement benefit with respect to certain Members, designated by the Employer, who constitute Highly Compensated Employees, provided that (i) the Employer certifies to the Retirement Fund in writing that such a reduction in the benefit accrual rate is required by the Office of Thrift Supervision or such other regulatory authority and (ii) the IRS approves such a reduction in the benefit accrual rate.  If an Employer elects, in accordance with this


58






Section 8, to reduce the accrual rate of certain Members, the Employer shall, to the extent a cessation of future benefit accruals is not required, select one of the benefit formulas provided in Article V, Section 1 to apply with respect to the future accrual of benefits for such Members.

 59










ARTICLE VI    OPTIONAL FORMS OF PAYMENT


SECTION 1.   OPTIONS


Any Member or Retiree may elect, subject to Section 2 of this Article VI, to convert his  Retirement Allowance and the death benefit, if applicable, described in Article IV, Section 3(A), Article IV, Section 3(B) or in Article V, Section 4(B), whichever is applicable, to a retirement benefit of Equivalent Value under one of the following options:

	
  
Option 1.
  	
  
A larger Retirement   Allowance during the Retiree’s life, but at his death all payments shall   cease and no further amounts shall be due or payable.  This option shall not apply to Members   whose Employer adopted the Straight Life Annuity as the payment form for the   Member’s normal Retirement Allowance.
  
	
  
 
  	
  
 
  
	
  
Option 2.
  	
  
A modified Retirement   Allowance to be paid to the Retiree for his life and, after his death, an   allowance at the same rate to be paid to his Contingent Annuitant (should the   latter survive the Retiree) for life commencing on the first day of the month   in which the Retiree’s death occurs.    If both the Retiree and his Contingent Annuitant die before 120   monthly installments have been paid, the Commuted Value of such unpaid   installments shall be paid in a lump sum to a Beneficiary designated by the   Retiree, or, if there is no designated Beneficiary, to the estate of the   survivor of the Retiree and his Contingent Annuitant (presuming the Retiree   to be the survivor if they die within 24 hours of each other).  Upon the death of the survivor of the   Retiree and his Contingent Annuitant after 120 monthly installments have been   paid, all payments shall cease and no further amounts shall be due or   payable.
  
	
   
  	
  
 
  
	
  
Option 3.
  	
  
A modified Retirement   Allowance to be paid to the Retiree for his life and, after his death, an   allowance at one-half the rate to be paid to his Contingent Annuitant (should   the latter survive the Retiree) for life commencing on the first day of the   month in which the Retiree’s death occurs.    Upon the death of the survivor of the Retiree and his Contingent   Annuitant, all payments shall cease and no further amounts shall be due or   payable.
  
	
  
 
  	
  
 
  
	
  
Option 4.
  	
  
A revised Retirement   Allowance during the Retiree’s life with some other benefit payable upon his   death, provided that such benefit be
  




60










	   
	  approved by the Retirement Fund and be in compliance with the applicable provisions of the IRC, including Section 401(a)(9) thereof.





SECTION 2.   CONDITIONS OF ELECTION

	
  
(A)
  	
  
The procedure for making   an election or revocation with respect to any of the options described in   Section 1 of this Article VI shall be in compliance with ERISA, the IRC and,   as applicable, Section 14.4 and shall be communicated by the Retirement Fund   to the retiring Member.  Thereafter   the retiring Member shall have 90 days (or such longer period as may be   required by ERISA) within which to make his election or revocation so long as   it is filed with the Retirement Fund prior to the date on which his   Retirement Allowance commences.
  
	
   
  	
  
 
  
	
  
(B)
  	
  
If a retiring Member or   his Contingent Annuitant dies before the date his Retirement Allowance   commences or before the date he receives a lump sum settlement pursuant to   Article VII, the benefit payable shall be the death benefit under Article IV   or Article V, whichever is applicable, provided that such benefit shall not   be less than the death benefit attributable to the form of payment, including   a lump sum, elected or the regular form of payment, whichever is   greater.  If a disability Retiree   whose allowance has already commenced dies during the 90 day period following   the date of his separation from active employment, the election of any option   shall be inoperative.
  
	
  
 
  	
  
 
  
	
  
(C)
  	
  
No election under Option   2, 3 or 4 of Section 1 of this Article VI may be made which would result   in an allowance to the Retiree of less than 50% of the Retirement Allowance   he would have received under Article VI, Section 1, Option 1.
  




61










ARTICLE VII    METHOD OF PAYMENT


SECTION 1.


If a Retiree is married at the time his Retirement Allowance commences, his Retirement Allowance shall be paid as a qualified joint and survivor annuity with his Spouse as Contingent Annuitant, as described in Article VI, Section 1, Option 2 or 3, as designated by the Retiree, unless such Spouse consents in writing to permit the Retiree to elect a different form of allowance.  If a Retiree is not married at the time his Retirement Allowance commences, his Retirement Allowance shall be paid as a life annuity unless an optional form of allowance as described in Article VI is elected by the Retiree.  If an optional form of allowance as described in Article VI is not in effect with respect to a Retiree, his Retirement Allowance shall be paid to him during his life. Upon his death, a death benefit shall be payable if a death benefit is provided in accordance with Article IV, Section 3(C) or, if adopted by such Retiree’s Employer, Article V, Section
4(B).  For purposes of this Article VII, a Retiree is not married at the time that his Retirement Allowance commences if the Member or the Member’s Spouse has obtained a court order of legal separation which has been entered by a court of competent jurisdiction prior to commencing payment of his Retirement Allowance.


SECTION 2.

	
  
(A)
  	
  
Unless a proper election   is received by the Retirement Fund, all Retirement Allowances shall be   payable in substantially equivalent monthly installments commencing as of his   Required Beginning Date, except that:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
A normal or early   Retirement Allowance may be payable to a Retiree, by written election filed   with the Retirement Fund, as of the first day of any month next following his   Retirement Date, and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
An early Retirement   Allowance may not be commenced until the Retiree’s Early Retirement Date,   except as may otherwise be provided under Section 2(D) or 2 (E) of Article   IV.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Such installments shall   continue during the life of the Retiree (except as provided otherwise under   Article V, Section 3(C)), and the last installment shall be due the first day   of the month in which his death occurs; except that if optional modification   under Article VI has become effective the provisions thereof shall apply, and   the last installment payable to a surviving Contingent 
  




62









	  
	 Annuitant designated under such Article shall be due the first day of the month in which such Contingent Annuitant’s death occurs.

	  
	  

	
  
(B)
  	
  
Notwithstanding the   preceding Subsection (A) of this Section 2, a Retirement Allowance may be   converted to a single lump sum payment of the Equivalent Value of such   allowance, if an eligible Retiree as described below so elects prior to   receiving his first monthly retirement payment, in the following cases:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Where that portion of the   regular Retirement Allowance which is attributable to the Employer’s   contributions amounts to less than $600 per year on the date such Allowance   would otherwise commence; or
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Where the Employer has   requested, and the Retirement Fund has approved, that a lump sum settlement   be available and uniformly applicable upon attainment of any age between (and   including) 45 and 65 as specified by the Employer (but not earlier than the   minimum age specified in Article IV, Section 2(D) for the commencement of an   early Retirement Allowance) to those of its Retirees who meet the following   condition:
  





	
  
 
  	
  
 
  	
  
(i)
  	
  
Receipt by the Retirement   Fund of a consent (in the form prescribed by the Retirement Fund) of the   Member’s Spouse, if any, that such lump sum settlement be paid to the   Retiree.  (In any case where an   Employer adopts this option and subsequently ceases to exist as an   independent entity, the Retirement Committee of the Board may, in its   discretion, substitute itself for such Employer for the purposes of this   Article VII.)
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Where the Employer has   requested, and the Retirement Fund has approved, that a lump sum settlement   be available as described in the preceding paragraph, the Member may elect to   have a portion of his Retirement Allowance commence in the form of an annuity   with the remaining portion of his Retirement Allowance paid in the form of a   partial lump sum with the lump sum portion determined at the election of the   Member to be the Equivalent Value of 25%, 50%, or 75% of the Member’s total   Retirement Allowance.
  




	
  
 
  	
  
Effective October 1, 1995,   the interest rate and mortality table used to calculate lump sum settlements   shall be the applicable interest rate and
  



63









	
  
 
  	
  
mortality table as determined under   Section 417(e) of the IRC and in accordance with the stability period and   look-back month provisions described below, except that an Employer may elect   to continue to apply the interest rate described in Subparagraphs (1) and (2)   of the subsequent paragraph and the mortality assumptions which were in   effect under the Regulations prior to October 1,1995, in which case such   pre-October interest rate and mortality assumptions shall apply until June   30, 2000.
  
	
   
  	
  
 
  
	
  
 
  	
  
For those Employers who   elected not to apply the interest and mortality table prescribed under   Section 417(e) of the IRC until July 1, 2000, in no event shall the interest   rate used to calculate lump sum settlements prior to July 1, 2000 exceed:
  





	
  
 
  	
  
(1)
  	
  
The PBGC Interest Rate if   the present value of the lump sum settlement using the PBGC Interest Rate is   less than $25,000, or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
120% of the PBGC Interest   Rate if the present value of the lump sum settlement using the PBGC Interest   Rate is $25,000 or greater; except that in no event shall such lump sum   settlement computed pursuant to this Subparagraph (2) be reduced below   $25,000.
  





	
  
 
  	
  
Effective July 1, 2000,   the interest rate for all lump sum settlements shall be the applicable   interest rate described in Section 417(e) of the IRC. The applicable interest   rate is the rate of interest on 30-year Treasury Securities (or such other   rate as may be prescribed by the Commissioner) for the third calendar month   preceding the first day of the stability period. The stability period shall   be the  calendar month period that   contains the annuity starting date for the distribution and for which the   applicable interest rate remains constant.    The applicable mortality table shall be the mortality table as set   forth in IRS Revenue Ruling 95-6, 1995-1 C.B.80; provided, however, for   distributions with annuity starting dates    on or after December 31, 2002, the applicable mortality table shall be   the mortality table as set forth in IRS Revenue Ruling 2001-62.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Following the effective   date of the amendment of the Regulations to replace the interest rate   assumption that is based on the PBGC Interest Rate, and with respect to the   calculation of lump sum settlements for which the annuity starting date   occurs in the one-year period commencing at the time the plan amendment is   effective, such lump sum value shall be determined using, whichever results in   the larger distribution, the applicable interest rate (within
  



64









	  
	 the meaning of Section 417(e) of the IRC) determined for the second month preceding the month that contains the annuity starting date or the applicable interest rate for the third calendar month preceding the calendar month that contains the annuity starting date.

	  
	  

	
  
(C)
  	
  
In no event shall the lump   sum settlement payable to a Member under Subsection (B) be less than the lump   sum settlement value of the Member’s accrued benefit as of September 30,   1995, if any, calculated using an interest rate, determined by the Retirement   Fund by reference to the last month of a calendar quarter, which shall be the   average of the 10 and 20-year U.S. Treasury Bond annual yields for such   month, as reported in the Federal Reserve Statistical Release (H.15), rounded   to the nearest .5%; provided, however, if the annual yield of 20-year U.S.   Treasury Bonds is not published, such rate shall be the annual yield of   10-year U.S. Treasury Bonds.  In the   absence of the Federal Reserve Statistical Release, the Retirement Fund may   obtain such annual yields from any other source it deems appropriate.  The rate so determined shall be applicable   to settlements to be paid in the calendar quarter beginning three months
later.
  
	
  
 
  	
  
 
  
	
  
(D)
  	
  
A lump sum settlement   under Subsection (B) or (C) will be the present value, calculated on the   basis of the specified interest rate, of the regular form of allowance which   would otherwise be payable to the Retiree under the Regulations.  It will be calculated and payable as of the   date on which payment of the corresponding Retirement Allowance would   otherwise commence, except that no settlement under Paragraph (b) of   Subsection (B) is payable prior to the age specified therein.
  
	
   
  	
  
 
  
	
  
(E)
  	
  
No Retirement Allowance or   lump sum settlement shall be increased on account of any delay in payment   beyond the date specified in this Article VII due to the Retiree’s failure to   properly file the application form furnished by the Retirement Fund or to otherwise   accept such payment.
  




SECTION 3.


Notwithstanding anything herein to the contrary, if the Equivalent Value of a Member’s vested benefit is zero, the Member shall be deemed to have received a distribution of such benefit upon termination of employment with his Employer and shall immediately forfeit the nonvested portion of his benefit.


65










SECTION 4.


This Section 4 applies to distributions made on or after January 1, 1993.  Solely to the extent required under applicable law and IRS Regulations, and notwithstanding any provision of the Regulations to the contrary that would otherwise limit a Distributee’s election under this Section 4, a Distributee may elect, at the time and in the manner prescribed by the Board, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.  


For purpose of this Section 4, the following terms shall have the following meanings:

	
  
(A)
  	
  
Eligible Rollover   Distribution:  Solely to the extent   required under applicable law and IRS Regulations, an Eligible Rollover   Distribution is any distribution of all or any portion of the balance to the   credit of the Distributee, except that an Eligible Rollover Distribution does   not include: any distribution that is one of a series of substantially equal   periodic payments (not less frequently than annually) made for the life (or   life expectancy) of the Distributee or the joint lives (or joint life   expectancies) of the Distributee and the Distributee’s designated   Beneficiary, or for a specified period of ten years or more; any distribution   to the extent such distribution is required under Section 401(a)(9) of the   IRC; and the portion of any distribution that is not includible in gross   income (determined without regard to the exclusion for net unrealized   appreciation with respect to employer securities).
  
	
   
  	
  
 
  
	
  
(B)
  	
  
Eligible Retirement   Plan:  An Eligible Retirement Plan is   an individual retirement account described in Section 408(a) of the IRC, an individual   retirement annuity described in Section 408(b) of the IRC, an annuity plan   described in Section 403(a) of the IRC, or a qualified trust described in   Section 401(a) of the IRC that accepts the Distributee’s Eligible Rollover   Distribution.  However, in the case of   an Eligible Rollover Distribution to a surviving Spouse, an Eligible   Retirement Plan is an individual retirement account or individual retirement   annuity.
  
	
  
 
  	
  
 
  
	
  
(C)
  	
  
Distributee:  A Distributee includes an Employee or   former Employee.  In addition, the   Employee’s or former Employee’s surviving Spouse and the Employee’s or former   Employee’s Spouse or former Spouse who is an alternate payee under a   Qualified Domestic Relations Order are Distributees with regard to the   interest of the Employee or former Employee.
  




66









	
  
(D)
  	
  
Direct Rollover:  A Direct Rollover is a payment by the   Retirement Fund to the Eligible Retirement Plan specified by the Distributee.
  



SECTION 5. 


Unless the Member elects otherwise, distribution of his Retirement Allowance will begin no later than the 60th day after the latest of the close of the Plan Year in which:

	
  
 
  	
  
(A)
  	
  
the Member attains age 65;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(B)
  	
  
occurs the 10th   anniversary of the year in which the Member commenced participation in the   Retirement Fund; or,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(C)
  	
  
the Member terminates   Service with his Employer.
  



Notwithstanding the foregoing, the failure of a Member and Spouse to consent to a distribution before the Member attains age 65 shall be deemed to be an election to defer commencement of payment of any benefit sufficient to satisfy this Section 5.  


67










ARTICLE VIII    RESTORATION OF A RETIREE TO SERVICE


If a Retiree (or a terminated Member who is eligible for early retirement) is restored to Service at the rate of 1,000 or more Hours of Service a year, he shall be re-enrolled as an active Member as of his new employment date.  If a Retiree returns to active membership he may, within six months following (i) his date of reemployment, or (ii) if such Retiree is first enrolled as an inactive Member pursuant to Article X, Section 3, his change in status to an active Member, make an irrevocable election to continue to receive the payment of his Retirement Allowance or to suspend the payment of his Retirement Allowance until his subsequent termination of Service or retirement in accordance with Section 2530.203-3 of the DOL Regulations; provided, however, if no such election is made, payment of such Member’s Retirement Allowance shall continue in the form of payment previously chosen.  Upon subsequent retirement, (i) his benefit shall be based on his
Benefit Service before and after his previous retirement and his Salary during such service, but shall be reduced by the Equivalent Value of the benefits provided by the Retirement Fund, and (ii) any Retirement Adjustment Payment for which he is then eligible shall be reduced by the amount of any such payment made in respect of his previous retirement.  


If a Retiree (or terminated Member who is eligible for early retirement) is restored to Service at the rate of less than 1,000 Hours of Service a year, he shall be re-enrolled as an inactive Member as of his new employment date.  If it is determined that a Retiree, who was restored to Service at a rate of less than 1,000 Hours of Service per year, has completed at least 1,000 Hours of Service in any 12 consecutive month period, measured from the first day of such restoration to Service and then from each January 1 thereafter, Benefit Service shall be credited retroactively to the beginning of such period.  


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ARTICLE IX    CONTRIBUTIONS


SECTION 1.   ENGAGEMENT OF ACTUARY


The Board shall engage an enrolled actuary to (i) recommend the actuarial funding method and the actuarial assumptions, tables, interest rates and other factors to be used in determining the cost of participating in the Retirement Fund, (ii) perform an annual actuarial valuation of the liabilities to determine the minimum contributions required to be made in accordance with such valuation to avoid an accumulated funding deficiency and the maximum contributions permitted to be made without exceeding the full funding limitation under the IRC, and (iii) determine each Employer’s allocable share of the aggregate annual contribution to the Retirement Fund which is approved by the Board.  The Board may adopt and modify from time to time any actuarially sound funding method which conforms with IRC and IRS Regulations as the funding method for the Retirement Fund.


SECTION 2.   SINGLE PLAN


The Retirement Fund is a single plan which provides benefits to Members of all Employers participating in the Retirement Fund and their Beneficiaries.  It is intended to satisfy the requirements of IRC Section 413(c) and IRS Regulation Section 1.414(1)-1(b)(1).  Accordingly, all Retirement Fund assets are available to pay benefits to all Members of the Retirement Fund and their Beneficiaries.


SECTION 3.   CONTRIBUTIONS BY EMPLOYERS

	
  
(A)
  	
  
Each Employer shall   contribute to the Retirement Fund the amount determined in accordance with   the annual actuarial valuation of the Retirement Fund for such year,   reflecting the benefits provided to its Employees under the Regulations.  The contribution so determined may be   proportionally increased as directed by the Board so that the total of all   contributions remitted during the Plan Year from all participating Employers   will not result in a funding deficiency under IRC Section 412.
  
	
   
  	
  
 
  
	
  
(B)
  	
  
In determining each   Employer’s required contribution to the Retirement Fund, the actuary shall   take into account each Employer’s normal cost for the benefits provided to   such Employer’s Members under the Regulations, an annual amortization of any   unfunded accrued actuarial liabilities and an annual amortization of   actuarial experience gains and losses.    In addition, the actuary may take into account such other factors   which it deems relevant to determine
  




69









	  
	 the cost of an Employer’s participation in the Retirement Fund and which are otherwise in accordance with IRC Sections 412 and 413(c).

	  
	  

	
  
(C)
  	
  
Effective for Plan Years   commencing before July 1, 1989, during any period when the Retirement   Fund is in full funding, the Board shall advise each Employer which is   precluded from making contributions that would otherwise be required but for   full funding, based on the advice of the actuary, of the amount of the   contributions which would otherwise have been required.  The future contribution requirements of   each such Employer shall take into account an amortization of such unpaid   contributions over such period of time and at such rate of interest as is   determined by the Board.
  
	
  
 
  	
  
 
  
	
  (D)
  	
  
Notwithstanding any   provision of the Regulations to the contrary, an Employer that is exempt from   taxation under the IRC may elect to make contributions to the Retirement Fund   in excess of the deduction limits under Section 404 of the IRC.
  




SECTION 4.   ADMINISTRATIVE EXPENSES


Each Employer’s share of all proper charges and expenses of administering the Regulations, as determined by the Board in accordance with Section 1(I) of Article XIV shall be (i) charged against the assets of the Trust or (ii) remitted to the Retirement Fund based upon a schedule determined by the Board, but not less frequently than annually.


SECTION 5.   CONTRIBUTIONS BY MEMBERS

	
  
(A)
  	
  
No Member shall contribute   to the Retirement Fund unless his Employer elects to participate on a   contributory basis thereby reducing its contributions under Section 3(A) of   this Article IX.  Each Member whose   Employer does participate on such contributory basis shall contribute a level   percentage of his Salary, as determined by the Board.  The Board may modify contribution rates   after any actuarial valuation, but any increase in contribution rates   resulting therefrom shall apply only to Members enrolled subsequent to such   increase.
  
	
  
 
  	
  
 
  
	
  
(B)
  	
  
The Retirement Fund shall   certify to the Employer the contribution rate applicable to each of its   enrolling Members, and the Employer shall deduct from the Member’s Salary his   contribution based on such rate.  All   contributions of Members thus deducted shall be transmitted monthly by the   Employer to the Retirement Fund and, upon receipt by the Retirement Fund,   shall be credited to
  



70









	  
	  the individual accounts of the Members.  Every Member shall be deemed to agree to the deductions provided for herein.

	  
	  

	
  
(C)
  	
  
A Member’s Accumulated   Contributions shall be fully vested but payable only in the form provided in   the Regulations and in accordance with the spousal consent requirements of   Article VII, Section 2 and IRC Sections 401(a)(11) and 417 and the IRS   Regulations thereunder.  For purposes   of this provision, Accumulated Contributions as of any date may be commuted   to a life annuity commencing on the Member’s Normal Retirement Date by   multiplying such Accumulated Contributions by an appropriate conversion   factor as determined by the Retirement Fund in accordance with ERISA and   Section 411 (c)(2) of the IRC.
  
	
  
 
  	
  
 
  
	
  
(D)
  	
  
A person whose membership   is terminated for any reason other than by death or disability retirement   shall, upon filing with the Retirement Fund the designated form for giving   notice thereof, be entitled to a refund of his Accumulated Contributions, if   any, provided the spousal consent requirements are met as provided below:
  





	
   
  	
  
(1)
  	
  
In the case of a person   whose membership is terminated by a Break in Service (prior to vesting under   Article IV), such refund shall be in lieu of all other benefits otherwise   payable on his account.  If the   Member’s Accumulated Contributions amount to $3,500 or less, such amounts   will be paid in a lump sum upon such termination of Service.  However, if the Member’s Accumulated   Contributions amount to more than $3,500, then if the Member does not elect   to receive a refund of his Accumulated Contributions, such contributions   shall be paid upon his attainment of age 65 in a lump sum, provided the   Retirement Fund receives the appropriate spousal consent therefor or,   otherwise, in the form of a qualified joint and survivor annuity.  If such a terminated Member dies before   withdrawing his Accumulated Contributions, or receiving the first payment of   such annuity, the amount of such Accumulated Contributions shall be paid
to   his Beneficiary.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
In the case of a person   whose membership is terminated upon early or normal retirement, such refund   shall be payable only prior to the commencement of his Retirement Allowance   and shall be in lieu of the actuarial equivalent of that portion of his   retirement benefit which is attributable to such Accumulated   Contributions.  The remaining portion
  




71










	  
	  
	  of such retirement benefit, if any, shall be calculated in accordance with ERISA and paid to him as provided in Article VII.



SECTION 6.   CONTRIBUTION REQUIREMENTS FOR BENEFIT IMPROVEMENTS


Notwithstanding anything in the Regulations to the contrary, in the event an Employer elects a benefit improvement under the Regulations for which contributions may not be made by an Employer (subject to Section 404 of the IRC) on a tax-deductible basis, such election shall be effective only to the extent the Retirement Fund determines that such benefit improvement may be adequately funded by such Employer, and to the extent the Retirement Fund actuary determines it necessary (such determination being performed in a uniform and nondiscriminatory manner), the Employer satisfies a creditworthiness test (as prescribed by the Retirement Fund) and executes a cash collateral agreement granting the Retirement Fund a security interest in such assets as the Retirement Fund may reasonably require.


SECTION 7.  RETURN OF CONTRIBUTIONS TO EMPLOYER

	
  
(A)
  	
  
The Retirement Fund is   created for the exclusive benefit of Members, their Beneficiaries and   Contingent Annuitants.  Except as   provided in Subsections (B) and (C) of this Section 7, at no time prior to   the satisfaction of all liabilities under the Retirement Fund with respect to   all Members and Retirees, their Beneficiaries and Contingent Annuitants shall   any contributions to the Retirement Fund by an Employer be returned by the   Retirement Fund to the Employer, subject to Article XIII(D)(2).
  
	
  
 
  	
  
 
  
	
  
(B)
  	
  
In the case of a   contribution that is made by an Employer by reason of a mistake of fact as   determined by the Board, such Employer may request the return to it of such   contribution, provided such refund is made within one year after the payment   of the contribution.  In accordance   with applicable law, earnings attributable to such contribution may not be   returned to the Employer, but losses attributable thereto must reduce the   amount to be returned to the Employer.
  
	
   
  	
  
 
  
	
  
(C)
  	
  
In the case of a   contribution made by an Employer (other than an Employer that is exempt from   taxation under the IRC), such contribution shall be conditioned upon the   deductibility of the contribution by the Employer under Section 404 of the   IRC.  To the extent the deduction for   such contribution is disallowed, in accordance with IRS Regulations, the   Employer may request the
  




72









	 
	 return to it of such contribution, provided such refund is made within one year after the disallowance of the deduction. In accordance with applicable law, earnings attributable to such contribution may not be returned to the Employer, but losses attributable thereto must reduce the amount to be returned to the Employer.




73











ARTICLE X    EFFECTS OF VARIOUS EVENTS ON MEMBERSHIP AND SERVICE


SECTION 1.   TERMINATION OF MEMBERSHIP


Membership shall cease upon date of retirement, death, Break in Service, or withdrawal of the Employer’s participation. For purposes of this Article X, a Break in Service commences when a non-vested Member’s Service is terminated.


SECTION 2.   REINSTATEMENT OF MEMBERSHIP AND SERVICE


If a Member had a vested interest in his Retirement Allowance at the time of his termination, his Vesting Service shall be reinstated upon his reemployment. If a person whose membership is terminated by a Break in Service is again employed by an Employer, he shall be re-enrolled as a Member as of his new employment date, subject to the provisions of this Section 2.


Further, (i) if a non-vested Member’s Service is terminated and his Break in Service did not exceed 60 consecutive months, then his previous Vesting Service (and pervious Service for determining eligibility to participate) shall be reinstated upon his reemployment, and if such Break in Service did not exceed 12 consecutive months, he shall also be credited with Vesting Service (and pervious Service for determining eligibility to participate) for the period of such break upon his reemployment; (ii) if a non-vested Member’s Service is terminated and his Break in Service did exceed 60 consecutive months but did not exceed his previous Vesting Service, then his previous Vesting Service (and pervious Service for determining eligibility to participate) shall be reinstated upon his reemployment; and (iii) if a non-vested Member’s Service is terminated and such Member’s Break in Service did equal or exceed the greater of (x) 60 consecutive months or
(y) his previous Vesting Service, then upon his reemployment he shall be treated as a new Employee for all purposes under the Regulations.  


If an Employee receives a distribution or is deemed to receive a distribution
pursuant to Article VII, Section 3 and the Employee is rehired by an Employer,
he shall have the right to reinstate his Benefit Service and restore his
retirement benefits (including all optional forms of benefits and subsidies
relating to such benefits) to the extent forfeited upon the repayment to the
Retirement Fund of the full amount of the distribution plus interest, compounded
annually from the date of distribution at the rate determined under Section
411(c)(2)(C) of the IRC.  Such repayment must be made before the earlier of
five (5) years after the first date on which the Member is  



74






        
        





reemployed by an Employer, or the date the Member incurs a Break in Service of at least 60 consecutive months.   



Solely for purposes of determining whether a Break in Service has occurred, an individual who has a maternity or paternity absence, as determined by the Retirement Fund in accordance with the IRC and ERISA, that continues beyond the first anniversary of the first day of absence by reason of a maternity or paternity absence shall incur a Break in Service on the date of the second anniversary of the first day of such maternity or paternity absence; provided, that the individual timely provides the Retirement Fund with such information as it shall require.  For purposes of the Regulations, maternity or paternity absence shall mean an absence from work by reason of the individual’s pregnancy, the birth of the individual’s child or the placement of a child with the individual in connection with adoption of the child by such individual, or for purposes of caring for a child for the period immediately following such birth or placement.  


In the event a Member is no longer part of an eligible class of Employees and becomes ineligible to participate but has not incurred a Break in Service, such Employee will participate immediately upon returning to an eligible class of Employees.  If such Member incurs a Break in Service, eligibility will be determined under the Break in Service rules of the Regulations.  


In the event an Employee who is not part of an eligible class of Employee becomes a part of an eligible class, such Employee will participate immediately if such Employee has satisfied the minimum age and service requirements provided in Section 2.2 and would have otherwise previously become a Member.  


In the event a Member terminates employment when his Employer participates under the Retirement Fund with a different basis of participation for employees hired on or after a specified date, such Member, upon reemployment, will participate under the Employer’s latest adopted basis of participation unless the Member’s Break in Service did not exceed 12 consecutive months. If the Member’s Break in Service did not exceed 12 consecutive months, such Member ‘s basis of participation shall be the basis under which he was covered prior to his termination of employment.  

SECTION 3.   INACTIVE MEMBERSHIP

 If an Employer certifies to the Retirement Fund that it expects a Member to complete less than 1,000 Hours of Service in the 12 consecutive month period commencing on  



75










   his Enrollment Date (or any January 1 thereafter), he shall be deemed an “inactive Member.”  This does not constitute a Break in Service.  During a period of inactive membership (a) Vesting Service shall accrue, (b) Benefit Service shall not accrue, and (c) no contributions may be made by such inactive Member.  If it is later determined that such Member has completed, or is expected to complete, at least 1,000 Hours of Service in any such period, then his regular membership shall be restored, and his Benefit Service shall be credited retroactively for such period.  Inactive membership shall also be deemed to occur whenever a Member (a) is transferred from regular membership to a class of employees for which the Employer has requested, and the Retirement Fund has granted,

exclusion pursuant to Article II, or to a non-participating corporation which is a member of a controlled group of corporations of the Employer (within the meaning of Section 1563(a) of the IRC) or (b) receives no income from an Employer other than commissions and such Employer, which previously included commissions as Salary, elects not to include commissions as Salary under Article I, Section 42 of the Regulations.  

No benefit other than the refund of the Member’s Accumulated Contributions, if any, is payable on account of disability or death incurred during inactive membership, except that if the Member is eligible for early retirement and dies during such period, his Beneficiary shall be entitled to the death benefit which would have been payable under Article IV, Section 3(B) or Article V, Section 4(B), whichever is applicable.  Notwithstanding anything to the contrary under the Regulations, if a Member becomes an “inactive Member,” he shall be permitted to elect to commence the payment of his Retirement Allowance at any time after his attainment of age 65 while an inactive Member.  If an inactive Member has elected to commence the payment of his Retirement Allowance and, subsequent to the commencement of such allowance, the Member returns to active membership status and thus is no longer an inactive Member, such Member may elect
to continue to receive his Retirement Allowance or to suspend the payment of his
Retirement Allowance.  Any benefits which accrue subsequent to the
Member’s return to active Member status shall be deemed to be provided to
the extent of the Equivalent Value of any benefits paid (taking into account
only those payments made in accordance with the applicable normal form of
Retirement Allowance payable under the Regulations) to the Member; provided,
however, in no event shall the Member’s accrued benefit be reduced below
such Member’s accrued benefit as of the close of the Plan Year immediately
preceding the Plan Year in which such additional benefits accrue. 



76










SECTION 4.   LEAVES OF ABSENCE

	
  
(A)
  	
  
Service crediting and   membership shall continue during any approved leave of absence, provided that   the Employer notifies the Retirement Fund of its intention to grant to a   specific Employee or Member, pursuant to the Employer’s policy which is   uniformly applicable to all its Employees under similar circumstances, one of   the leaves of absence described in Subsection (B) of this Section 4, and   agrees to notify the Retirement Fund at the conclusion thereof.
  
	
   
  	
  
 
  
	
  
(B)
  	
  
For purposes of the   Regulations, the following are the only types of approved leaves of absence:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
TYPE 1
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Non-military leave granted   to a Member for a period not in excess of one year during which contributions   continue.  Under this leave, Benefit   Service continues to accrue and any benefit, except disability retirement,   for which the Member is otherwise eligible may become payable during the   period of the leave.  Further, an   Employer may elect that this leave be extended beyond the one-year period to   cover a Member who is receiving payments under (i) a disability program of   the Employer, or (ii) Title II of the Federal Social Security Act, but not   beyond his Normal Retirement Date.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
TYPE 1A
  
	
   
  	
  
 
  
	
  
 
  	
  
Special military leave   granted to a Member who is required to report for military service pursuant   to an involuntary call-up in the reserves.    Under this leave, Benefit Service continues to accrue for the period   of such military service and any benefit, except disability retirement, for   which the Member is otherwise eligible may become payable during the period   of the leave.  This special military   leave shall terminate upon the earlier to occur of (i) the Member’s   reemployment or (ii) 90 days after the Member completes such military   service.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
TYPE 2
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Non-military leave or   layoff granted to a Member for a period not in excess of one year during   which no contributions are made.    Under this leave, Vesting Service continues to accrue, but Benefit   Service ceases to accrue.  Benefit   Service shall recommence upon termination of the leave and resumption of   contributions.
  




77









	
  
 
  	
  
TYPE 3
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Military or other   governmental service leave granted to a Member from which he returns directly   to the Service of an Employer.  Under   this leave, Vesting Service continues to accrue, but Benefit Service ceases   to accrue.  Benefit Service shall   recommence upon termination of the leave.    However, such Benefit Service as did not accrue by reason of the   absence may be credited retroactively to the Member at the election of the   Employer on a uniform basis or as otherwise required by applicable law.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
No benefit, other than a   refund of the Member’s Accumulated Contributions, if any, is payable on   account of disability or death incurred during a Type 2 or Type 3 leave under   this Subsection (B), except that if the Member is eligible for early   retirement and dies during any leave, his Beneficiary shall be entitled to   the death benefit which would have been payable under Article IV, Section   3(B) or Article V, Section 4(B), whichever is applicable.  At the termination of any leave, a Break   in Service shall occur unless the Member is then vested or hired by an   Employer.  
  





	
  
(C)
  	
  
Notwithstanding any   provision of the Regulations to the contrary, effective December 12, 1994,   contributions, benefits and service credits with respect to qualified   military service will be provided in accordance with Section 414 (u) of the   IRC.
  




SECTION 5.   SERVICE WITH A CONTROLLED CORPORATION


In determining an Employee’s Service for purposes of eligibility for membership under Article II and for vesting under Article IV, all Service with a corporation which is a member of a controlled group of corporations of the Employer (within the meaning of Section 1563(a) of the IRC) shall be taken into account. 


SECTION 6.   UNIFORM APPLICABILITY OF RULES

	
  
(D)
  	
  
Notwithstanding anything   in the Regulations to the contrary, Service credited to each Employee and   Member with respect to membership, vesting and benefits shall be determined   by the Retirement Fund on a basis uniformly applicable to each Employee or   Member similarly situated, in accordance with ERISA.
  




78










ARTICLE XI  MISCELLANEOUS PROVISIONS


SECTION 1.  LIMITATIONS ON BENEFITS REQUIRED BY THE IRC

	
  
(A)
  	
  
In order that the   Retirement Fund be maintained as a qualified trust under the IRC, the   benefits payable under the Regulations to or in respect of a Member shall be   subject to the limitations set forth in this Section 1, notwithstanding any   other provision of the Regulations.  A   Member’s benefits to which this Section 1 is applicable are those   attributable to his Employer’s contributions (and contributions by Affiliates   as defined in Article XI, Section 6(A)), but excluding to the maximum extent   permissible under the IRC (i) any allowance payable under Article VI to his   Spouse as Contingent Annuitant, and (ii) any benefit which is not directly   related to his Retirement Allowance.    All defined benefit plans (whether or not terminated) of an Employer   and its Affiliates (as defined in Article XI, Section 6(A)) are to be treated   as one defined benefit plan for purposes of applying the limitations on   benefits described in

this Section 1.
  
	
  
 
  	
  
 
  
	
  
(B)
  	
  
The benefits to which this   Section 1 is applicable may not for any Limitation Year  exceed the actuarial equivalent   (calculated as of the date of commencement of the Member’s Retirement Allowance   or his death, if earlier) of an annual single life annuity payable to the   Member in an amount equal to the lesser of:
  





	
  
 
  	
  
(i)
  	
  
$90,000 (the “Dollar   Limitation”), or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
100 percent of the   Member’s High-3 Year Average Compensation (the “Compensation Limitation”),   subject, however, to the following provisions of this Article XI.  For purposes of this Article XI, “High-3   Year Average Compensation” means a Member’s average annual salary for the   three consecutive years of Benefit Service during which his salary was   highest (or for all the years of Benefit Service if less than 3).  For purposes of determining a Member’s   “High-3 Year Average Compensation” under this Subsection (B), a Member’s salary   shall be his/her 415 Compensation.
  
	  
	  
	  

	 
	  
	 For all purposes under the Regulations, “415 Compensation” shall mean the  compensation as required to be reported under Sections 6041, 6051, and 6052 of the IRC (Wages, tips and other compensation as 





79









	
   
  	
  
 
  	
  
 reported on   Form W-2). Compensation is defined as wages within the meaning of Section   3401(a) and all other payments of compensation to an employee by the employer   (in the course of the employer’s trade or business) for which the employer is   required to furnish the employee a written statement under Sections 6041(d),   6051(a)(3), and 6052. Compensation must be determined without regard to any   rules under Section 3401(a) that limit the remuneration included in wages   based on the nature or location of the employment or the services performed   (such as the exception for agricultural labor in Section 3401(a)(2)).   Effective January 1, 1998, for purposes of determining 415 Compensation, such   compensation shall include any elective
deferral (as defined in Section   402(g) (3) of the IRC), and any amount which is contributed or deferred by   the Member’s Employer at the election of the Employee and which is not   includible in the gross income of the Employees by reason of Sections 125,   457, and effective January 1, 1999, Section 132(f) (4) of the IRC.
  





	
  
(C)
  	

The limitations on the   maximum amount of benefits contained in Subsection (B) of this Section 1   shall be adjusted as follows:
  
	
   
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
The Dollar Limitation   shall be adjusted annually, for limitation years beginning after December 31,   1987, for increases in the cost-of-living on or after October 1, 1986 in   accordance with the IRS Regulations.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
In the case of a benefit   beginning prior to a Member’s social security retirement age, as defined in   Section 415(b)(8) of the IRC, the Dollar Limitation applicable to such   benefit shall be reduced in accordance with the IRS Regulations to an amount   which is equal to a single life annuity commencing at the same time which is   the actuarial Equivalent Value of a straight life annuity equal to the Dollar   Limitation commencing at the Member’s social security retirement age.  The adjustment referred to in the   preceding sentence shall be determined as follows:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
If the annual benefit   commences before the Member’s social security retirement age, but on or after   age 62, and the Member’s social security retirement age is 65, the dollar   limitation for benefits commencing on or after age 62 is determined by   reducing
  



80









	  
	  
	 the defined benefit dollar limitation by 5/9 of one percent for each month by which benefits commence before the month in which the Member attains age 65.

	  
	  
	  

	
  
 
  	
  
(ii)
  	
  
If the annual benefit   commences before the Member’s social security retirement age, but on or after   age 62, and the Member’s social security retirement age is greater than 65,   the dollar limitation for benefits commencing on or after age 62 is   determined by reducing the defined benefit dollar limitation by 5/9 of one   percent for each of the first 36 months and 5/12 of one percent for each of   the additional months (up to 24 months) by which benefits commence before the   month of the Member’s social security retirement age.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
If the annual benefit of a   Member commences prior to age 62, the defined benefit dollar limitation shall   be the actuarial equivalent, determined in accordance with IRC Section 415   and IRS Regulations, of an annual benefit beginning at age 62, as determined   in (i) or (ii) above, reduced for each month by which benefits commence   before the month in which the Member attains age 62. For Limitation Years   beginning on or after January 1, 1995, such benefit may not exceed the lesser   of the equivalent amount computed using the interest rate and mortality table   (or tabular factor) used in the plan for actuarial equivalence for early retirement   benefits, and the amount computed using 5 percent interest and the applicable   mortality table (to the extent that the mortality decrement is used prior to   age 62), regardless of whether the benefit is or is not subject to Section   417(e)(3) of the IRC.
  





	
  
 
  	
  
(3)
  	
  
In the case of a benefit   beginning after the Member’s social security retirement age, the Dollar   Limitation shall be increased in accordance with the IRS Regulations to an   amount which is equal to a single life annuity commencing at the same time   which is the Equivalent Value of a single life annuity equal to the Dollar   Limitation commencing at the social security retirement age. The maximum   dollar limitation on benefits is the lesser of the equivalent amount computed   using the interest rate and mortality table (or tabular factor) used in the
  




81









	  
	  
	 Retirement Fund Regulations for actuarial equivalence for late retirement benefits, and the amount computed using 5 percent interest and the applicable mortality table, regardless of whether the benefit is or is not subject to Section 417(e)(3) of the IRC.

	 
	  
	  

	
  
 
  	
  
(4)
  	
  
Notwithstanding the   provisions of Subsection (B) and Paragraphs (1), (2) and (3) of this   Subsection (C), the benefits payable to a Member from the Retirement Fund shall   not be deemed to exceed the limitations of such provisions if (i) the   retirement benefits payable with respect to such Member under the Retirement   Fund and all other defined benefit plans of his Employer do not exceed   $10,000 for the Plan Year, or for any prior Plan Year, and (ii) the Employer   has not at any time maintained a defined contribution plan in which the   Member participated. If the Member has fewer than 10 years of Service, the   $10,000 benefit shall be multiplied by a fraction, the numerator of which is   the Member’s years of Service (computed to fractional parts of a year) and   the denominator of which is 10.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(5)
  	
  
In accordance with the IRC   and the Regulations, if the Member has fewer than 10 years of membership in   the Retirement Fund, the Dollar Limitation shall be multiplied by a fraction,   the numerator of which is the number of years (computed to fractional parts   of a year) of membership in the Retirement Fund, and the denominator of which   is 10.  In the event a Member   terminated employment with an Employer prior to August 3, 1992, the Dollar   Limitation applicable to any amendment of the Regulations or election by the   Employer under the Regulations, made on or after May 17, 1989 but before   August 3, 1992, which improves benefits thereunder shall be subject to a   separate 10 years of Retirement Fund membership requirement based only on   years of Retirement Fund membership credited on or after the date of such   amendment to, or election under, the Regulations; provided, however, an   Employer may elect, no later than June 30, 1993, not to have a
separate 10   years of Retirement Fund membership requirement apply to such benefit   improvement; and provided, further, such election may not apply to any such   benefit improvement provided pursuant to an early retirement window benefit   under Article V, Section 7 unless (i) the amount of the benefit improvement   would be provided under a nonqualified plan providing benefits which   otherwise would be payable 
  




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under the Retirement Fund   but for certain legal restrictions, (ii) all such Members eligible for an   early retirement window benefit under Article V, Section 7 are given notice   that the portion of any such benefit which was restricted under the   Retirement Fund would be provided through a nonqualified plan, and (iii) the   Employer indemnifies the Board, the Retirement Fund, the employees of the   Retirement Fund and such other person or persons as may be designated by the   Board in such manner as shall be acceptable to the Board in its sole   discretion.  In accordance with the   IRC and the IRS Regulations, if the Member has fewer than 10 years of   Service, the Compensation Limitation shall be multiplied by a fraction, the   numerator of which is the Member’s years of Service (computed to fractional   parts of a year) and the denominator of which is 10.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(6)
  	
  
In no event shall   Paragraph (5) of this Subsection (C) reduce the Dollar Limitation and the   Compensation Limitation to an amount less than one-tenth of the applicable   limitation (determined without regard to such Paragraph (5)).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(7)
  	
  
For Limitation Years   beginning on or after January 1, 1995, the actuarial equivalent straight life   annuity for purposes of applying the limitations under Section 415(b) of the   IRC to benefits that are not subject to Section 417(e)(3) of the IRC is equal   to the greater of the equivalent annual benefit computed using the interest   rate and mortality table (or tabular factor) specified in the Retirement   Fund’s Regulations for actuarial equivalence for the particular form of   benefit payable, and the equivalent annual benefit computed using a 5 percent   interest rate assumption and the applicable mortality table. For benefits   subject to Section 417(e)(3), the equivalent annual straight life annuity is   equal to the greater of the equivalent annual benefit computed using the   interest rate and mortality table (or tabular factor) specified in the   Retirement Fund’s Regulations for actuarial equivalence for the particular   form of benefit
payable, or the equivalent annual benefit computed using the   applicable interest rate and the applicable mortality table. Such applicable   interest rate and the applicable mortality table shall be the interest rate   and mortality table specified in Article VII, Section 2(B).
  
	  
	  
	  

	(D)
	Notwithstanding the foregoing provisions of this Article XI, if a Member also participates in any defined contribution plan (as defined in Sections 414(i) and




83









	
  
 
  	
  
and 415(k) of the   IRC) maintained by the Employer (or any organization which is required to be   aggregated with such Employer under Section 414(b), (c), (m) or (o) of the   IRC), the sum of the Member’s “Defined Benefit Fraction” (as defined in IRC   Section 415(e)(2)) and the Member’s “Defined Contribution Fraction” (as   defined in IRC Section 415(e)(3)) shall not exceed 1.0.  If a Member makes contributions to the   Retirement Fund, the amount of such contributions shall be treated as an   annual addition to a qualified defined contribution plan for purposes of   Section 415 of the IRC.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Notwithstanding the above,   effective for Limitation Years beginning on or after January 1, 2000, Section   415(e) of the IRC shall not apply.
  
	
  
 
  	
  
 
  
	
  
(E)
  	
  
Notwithstanding the   foregoing provisions of this Article XI, if the maximum limitation on   Retirement Allowances with respect to any individual who was a Member prior   to July 1, 1987 and whose Retirement Allowance (determined without   regard to any changes in the Regulations after May 5, 1986 and without regard   to cost of living adjustments occurring after May 5, 1986) exceeds the limitations   set forth in Subsection (B) of this Section 1, then, for purposes of such   Subsection (B) and Sections 415(b) and (e) of the IRC, the Dollar Limitation   with respect to such Member shall be equal to such Member’s Retirement   Allowance as of June 30, 1987; provided that, such Member’s Retirement   Allowance did not exceed the maximum limitation as in effect for all Plan   Years commencing prior to July 1, 1987.
  
	
   
  	
   
  
	
  (F)
  	
  The Retirement Fund may   from time to time adjust or modify the maximum limitations applicable to a   Member’s benefits under this Section 1 as may be required or permitted by the   IRC or ERISA prior to the date that payment of any of such benefits   commences.
  



SECTION 2.  SMALL BENEFITS

Following a Retiree’s termination of employment, the Retirement Fund shall pay a Retiree, who has not begun to receive his Retirement Allowance, a lump sum equal to the Equivalent Value of his regular Retirement Allowance if such lump sum does not exceed $3,500.  Such lump sum shall be in lieu of the Retirement Allowance which otherwise would be payable.  If the Equivalent Value of a Member’s vested accrued benefit derived from Employer and Employee contributions exceeds (or at the time of any prior distribution exceeded) $3,500, and the accrued benefit is immediately distributable, the Member and the Member’s Spouse (or where either the Member or the Spouse has died, the survivor) must consent to any distribution of such accrued 


84






        
        





benefit.  The consent of the Member and the Member’s Spouse shall be
obtained in writing within the 90-day period ending on the annuity starting
date.  The annuity starting date is the first day of the first period for
which an amount is paid as an annuity or any other form.  The Retirement
Fund shall notify the Member and the Member’s Spouse of the right to defer
any distribution until the Member’s accrued benefit is no longer
immediately distributable.  Such notification shall include a general
description of the material features, and an explanation of the relative values
of, the optional forms of benefit available under the Retirement Fund in a
manner that would satisfy the notice requirements of IRC Section 417 (a) (3),
and shall be provided no less than 30 days and no more than 90 days prior to the
annuity starting date.  However, distribution may commence less than 30
days after the notice described in the preceding sentence is given, provided the
distribution is one to which Sections 401 (a) (11) and 417 of the IRC do not
apply, the Retirement Fund clearly informs the Member that the Member has a
right to a period of at least 30 days after receiving the notice to consider the
decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and the Member, after receiving the notice,
affirmatively elects a distribution.


Notwithstanding the foregoing, only the Member need consent to the commencement of a distribution in the form of a qualified joint and survivor annuity while the accrued benefit is immediately distributable.  Neither the consent of the Member nor the Member’s Spouse shall be required to the extent that a distribution is required to satisfy Section 401(a)(9) or Section 415 of the IRC.  


SECTION 3.  AMOUNTS PAYABLE TO INCOMPETENTS, MINORS OR ESTATES


If the Retirement Fund shall find that any person to whom any amount is payable under the Regulations is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due him or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may be paid to his Spouse, relative or any other person deemed by the Board to be a proper recipient on behalf of such person otherwise entitled to payment.  Any such payment shall be a complete discharge of the liability of the Retirement Fund therefor.  


SECTION 4.  NON-ALIENATION OF AMOUNTS PAYABLE


Except insofar as applicable law may otherwise require, or pursuant to the terms of a Qualified Domestic Relations Order, no amount payable under the Regulations shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind, and any attempt 


85










to so alienate shall be void; nor shall the Retirement Fund in any manner be liable for or subject to the debts or liabilities of any persons entitled to any such amount payable; and further if for any reason any amount payable under the Regulations would not devolve upon such person entitled thereto, then the Board, in its discretion, may terminate his interest and hold or apply such amount for the benefit of such person or his dependents as it may deem proper.


SECTION 5.   UNCLAIMED BENEFITS


If the Retirement Fund cannot ascertain the whereabouts of any person to whom an amount is payable under the Regulations, and, if after 5 years from the date such payment is due, a notice of such payment is mailed to the address of such person, as last shown on the records of the Retirement Fund, and within 3 months after such mailing such person has not filed with the Retirement Fund written claim therefor, the Board may direct that such payment and all remaining payments and other benefits, if any, otherwise payable on his account be cancelled and, to the extent permitted by ERISA, be applied to reduce contributions.  Upon cancellation, the Retirement Fund shall have no further liability therefor, provided that any such amount payable shall be reinstated if such person subsequently makes a valid claim therefor.  


SECTION 6.  TOP HEAVY PROVISIONS


The provisions of this Section 6 shall apply and supersede all other provisions in the Regulations inconsistent therewith during each Plan Year with respect to which an Employer’s plan constitutes a top heavy plan for purposes of the IRC.


	
  (A)
  	
  
For purposes of this   Section 6, the following terms shall have the meanings set forth below:
  





	
  
 
  	
  
(1)
  	
  
“Affiliate” - Any entity
affiliated with any Employer within the meaning of Section 414(b), 414(c) or
414(m) of the IRC, except that for purposes of applying the provisions hereof
with respect to the limitation on contributions, Section 415(h) of the IRC shall
apply.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
“Aggregation Group” - The   group composed of each qualified retirement plan of the Employer or an   affiliate in which a key employee is a participant and each other qualified   retirement plan of the Employer or an affiliate which enables a plan of the   Employer or 
  



86









	
  
 
  	
  
 
  	
  
an affiliate in which a   key employee is a participant to satisfy Section 401(a)(4) or 410 of the   IRC.  In addition, the Board may   choose to treat any other qualified retirement plan as a member of the   aggregation group if such aggregation group will continue to satisfy Sections   401(a)(4) and 410 of the IRC with such plan being taken into account.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
“Determination Date” - the   last day of the preceding Plan Year or, in the case of the first Plan Year,   the last day of such Plan Year.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(4)
  	
  
“Key Employee” - A “key   employee” as defined in Sections 416(i)(1) and (5) of the IRC and IRS   Regulations.  For purposes of Section   416 of the IRC and for determining who is a Key Employee, an Employer which   is not a corporation shall be deemed to have “officers” only for Plan Years   beginning after June 30, 1985.    For purposes of determining who is a key employee, compensation shall   mean 415 Compensation (as defined in Section 1(B) of this Article XI).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(5)
  	
  
“Top Heavy Ratio” - is a   fraction, the numerator of which is the sum of the present value of accrued   benefits of all Key Employees as of the applicable Determination Date   (including any part of any accrued benefit distributed in the five year   period ending on the Determination Date), and the denominator of which is the   sum of the present value of accrued benefits (including any part of any   accrued benefits distributed in the five year period ending on the   Determination Date). The accrued benefits of a Member who (i) is not a Key   Employee but who was a Key Employee in the prior year, or (ii) has not been   credited with at least one hour of Service with his Employer at any time   during the five year period ending on the determination date will be   disregarded.  The calculation of the Top   Heavy Ratio, and the extent to which distributions, rollovers, and transfers   are taken into account will be made in accordance with Section 416


of the IRC   and the IRS Regulations.
  





	
  
(B)
  	
  
The Employer’s plan under   the Retirement Fund will be considered a top heavy plan for any Plan Year if   the Employer’s plan is determined to be a top heavy plan as of the last day   of the immediately preceding Plan Year.    For purposes of determining whether an Employer is maintaining a plan   under the Retirement Fund which constitutes a top heavy plan, the present   value of a Member’s Retirement Allowance shall be determined using 8%   interest and the 1989
  




87










	  
	  George B. Buck mortality table with a 50%/50% blend of the male and female mortality rates.

	  
	  

	
  
 
  	
  
The accrued benefit of a   Member other than a Key Employee shall be determined under (i) the method, if   any, that uniformly applies for accrual purposes under all defined benefit   plans maintained by the Employer, or (ii) if there is no such method, as if   such benefit accrued not more rapidly than the slowest accrual rate permitted   under the fractional rule of Section 411(b)(1)(C) of the IRC.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
For purposes of Subsection   (E)(1) of this Section 6, the present value of a Member’s Retirement   Allowance shall be determined as of the last day of the immediately preceding   Plan Year and shall include amounts distributed to or on behalf of the Member   within the four immediately preceding Plan Years.
  
	
  
 
  	
  
 
  
	
  
(C)
  	
  
For any Plan Year that an   Employer’s plan is determined to be a top heavy plan, only the first $200,000   (adjusted annually for years beginning on or after January 1, 1998, in   accordance with IRS Regulations) (or, for Plan Years beginning on or after   July 1, 1994, $150,000 (as adjusted for cost-of-living and otherwise   limited or modified in accordance with Section 401(a)(17) of the IRC and   applicable IRS rulings and IRS Regulations)) of compensation (as defined in   Section 1.415-2(d) of the IRS Regulations) shall be credited to a Member for   purposes of the Regulations.
  
	
   
  	
  
 
  
	
  
(D)
  	
  
If an Employer’s plan is a   top heavy plan with respect to any Plan Year, the nonforfeitable percentage   of the Retirement Allowance which is derived from Employer contributions on   behalf of each Member who is credited with at least one Hour of Service on or   after the date an Employer’s plan becomes top heavy shall not be less than   the amount determined in accordance with Table II set forth in Article IV,   Section 2(B)(v).
  





	
  
(E)
  	
  
(1)
  	
  
Subject to the provisions   of Subsection (F) of this Section 6, if an    Employer’s plan constitutes a top heavy plan, the Retirement Allowance   derived from Employer contributions for each Member of the Employer who has   completed a year of Membership Service and who is not a Key Employee shall   not, at such point, be less than the product of (a) such Member’s average 415   Compensation (as defined in Section 1(B) of this Article XI), multiplied by   the (b) lesser of (i) 2% multiplied by the number of years (computed to   fractional parts of a year) of Membership Service with the Employer or (ii)   20%.  For purposes of the 
  




88










	
  
 
  	
  
 
  	
  
preceding sentence, years   of Membership Service shall not include any year of Membership Service   credited with respect to Plan Years which began prior to January 1,   1984, or any other year of Membership Service credited with respect to a Plan   Year during which the an Employer’s plan did not constitute a top heavy plan.
  





	
  
 
  	
  
(2)
  	
  
For purposes of this   Subsection (E), average 415 Compensation shall mean the average of a Member’s   415 Compensation for the period of five consecutive years of Service (or, if   the Member does not have five consecutive years of Service, his actual number   of consecutive years of Service) during which the Member had the greatest   aggregate 415 Compensation.
  





	
  (F)
  	
  
(1)
  	
  
For each Plan Year that an   Employer’s plan is a top heavy plan, 1.0 shall be substituted for 1.25 as the   multiplicand of the Dollar Limitation in determining the denominator of the   Defined Benefit Fraction and of the Defined Contribution Fraction for   purposes of Section 415(e) of the IRC, except that this paragraph shall not   apply effective for Limitation Years beginning on or after January 1, 2000   due to the repeal of Section 415(e) of the IRC.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
If, after substituting 90%   for 60% wherever the latter appears in Section 416(g) of the IRC, an   Employer’s plan is not determined to be a top heavy plan, the provisions of   Paragraph (1) of this Subsection (F) shall not be applicable if the   Retirement Allowance for each Member who is not a Key Employee is determined   in accordance with Subsection (E)(1) of this Section 6, substituting 3% for   2% and 30% for 20% in this Subsection.
  





	
  
(G)
  	
  
The Board shall, to the   maximum extent permitted by the IRC and in accordance with the governmental   regulations, apply the provisions of this Section 6 by taking into account   the benefits payable and the contributions made under the Financial   Institutions Thrift Plan or any other qualified plan maintained by an   Employer, to prevent inappropriate omissions or required duplication of   minimum contributions.
  



89










SECTION 7.   TRANSFER OF ASSETS AND LIABILITIES FROM PRIOR PLAN


Provided that all benefits (including all optional forms of benefit) are protected in accordance with Section 411(d)(6) of the IRC (or any successor thereto) and the IRS Regulations thereunder, an Employer which adopts the Retirement Fund may, with the approval of the Board and in accordance with such administrative procedures as the Board may adopt, transfer the assets and liabilities under a tax-qualified retirement plan maintained by such Employer (the “prior plan”) to the Retirement Fund with respect to retirees currently receiving benefits and participants with deferred vested benefits under the prior plan.  As a condition to the Retirement Fund’s acceptance of such assets and liabilities under the prior plan, the Employer shall provide, in a form and manner acceptable to the Board, (i) an indemnification agreement by the Employer providing for the indemnification of the Board, the Retirement Fund, employees of the Retirement Fund and such


other person or persons as may be designated by the Board, (ii) a representation by the Employer’s counsel that, among other things, the prior plan satisfies the requirements for qualification under the IRC, including, but not limited to Section 401(a) thereunder, and (iii) evidence, satisfactory to the Board, that the Employer satisfies the appropriate capital requirements under the Financial Institutions Reform, Recovery and Enforcement Act of 1989 or such other similar statutory or regulatory requirement.


In addition to protecting those prior retirement plan benefits as required in the preceding paragraph, an Employer may preserve any other retirement plan options which are not required to be protected under Section 411(d)(6) of the IRC which the Board, in its discretion, determines to be legal and administratively feasible.


SECTION 8.   SUPPLEMENTAL RETIREMENT ALLOWANCE


Each Member may elect to supplement his Retirement Allowance (the “Supplemental Retirement Allowance”) by electing to transfer assets held on the Member’s behalf in a defined contribution plan maintained by the Member’s Employer (or an Individual Retirement Account funded exclusively from a distribution from a qualified plan maintained (or previously maintained) by his Employer) to the Retirement Fund if such election is made within one (1) year of the Member’s commencement of benefit payments under the Retirement Fund and the Member did not elect to receive any portion of his Retirement Allowance in the form of a lump sum payment.

Upon receipt of the Member’s asset transfer, the Retirement Fund shall convert the amount transferred to the applicable normal retirement form, subject to the right to elect an optional form of payment with spousal consent, if applicable.  The factor used  

90





to convert the amount transferred to the applicable annuity payment form shall be determined by (i) the interest factor mandated by the Retirement Protection Act of 1994 which shall be the monthly average 30 Year Treasury rate (or such other analogous rate prescribed by the IRS) with a three month look back from the asset transfer date plus .75%, and (ii) the GAM 83 mortality table (or such other mortality table as required by the IRS).  


Should a Member die after transferring assets to the Retirement Fund pursuant to this Section 8 but prior to commencing payment of his Supplemental Retirement Allowance, the death benefit attributable to such transfer amount shall be paid in one lump sum to the Member’s Spouse as Beneficiary; provided, however, that if such Retiree is not married or the Retiree’s Spouse had consented in writing to the designation of a different Beneficiary, the transferred benefit will be paid to such designated Beneficiary.


91










ARTICLE XII   WITHDRAWAL OF PARTICIPATING EMPLOYER


SECTION 1.  NOTICE AND EFFECT

	
  
(A)
  	
  
Any Employer may withdraw   from the Retirement Fund by giving the Retirement Fund written notice   specifying a withdrawal date which shall not be earlier than the first day of   the calendar quarter coincident with or next following 30 days after such   notice is received by the Retirement Fund.
  
	
   
  	
  
 
  
	
  
(B)
  	
  
The Retirement Fund may   require any Employer to withdraw if the Retirement Fund determines that the   Employer has failed to pay its contributions, charges or other assessments   made by the Board, or to comply with any other provision of the Regulations   or any other applicable provision of the IRC, ERISA, or the rulings and   regulations promulgated thereunder.    The withdrawal date specified by the Retirement Fund shall not be   earlier than the first day of the calendar quarter coincident with or next   following 30 days after it has given the Employer written notice.
  
	
  
 
  	
  
 
  
	
  
(C)
  	
  
Upon any such Employer   withdrawal, contributions shall be made to the withdrawal date specified in   Subsection (A) or (B) of this Section 1, whichever shall apply.  Any unpaid Employer contributions, charges   or other assessments and any unliquidated lump sum costs of the Employer   referred to in Article IX, Section 3 shall become immediately due and   payable.  Such unliquidated lump sum   costs shall not be subject to any market value adjustment or withdrawal   charge specified in Section 2 of this Article XII.  All such obligations shall constitute a first lien on the   Employer’s assets and may be recorded by the Retirement Fund in any   jurisdiction.
  
	
  
 
  	
  
 
  
	
  
(D)
  	
  
Upon any such Employer   withdrawal, the Retirement Fund shall notify the IRS and any other   appropriate governmental authority in such manner as applicable law may   require.  Subject to any conditions   which the IRS or other appropriate governmental authority may impose,   disposition shall be made in accordance with this Article XII.
  
	
   
  	
  
 
  
	
  
(E)
  	
  
In the event of an   Employer withdrawal, no amount shall become payable by the Retirement Fund on   or after such Employer’s withdrawal date to or in respect of any of its   Members (including those on leave of absence and inactive as described in   Article X) except as provided in this Article XII, and no amount shall be payable   to the Employer.  To the maximum   extent permitted 
  




92









	
  
 
  	
  
by ERISA, the rights of   all Retirees (including those who become Retirees as of the withdrawal date   in accordance with Subsection (G) of this Section 1) from the Service of such   Employer on or prior to its withdrawal date, and of Beneficiaries or   Contingent Annuitants, who are drawing allowances from the Retirement Fund on   account of the death of a former Member or Retiree of such Employer, shall be   unaffected by the withdrawal of such Employer.
  





	
  
(F)
  	
  
If a qualified successor   plan of the Employer, as defined below, is in effect on the withdrawal date,   each Employee who is a Member on such date shall elect by written notice to   the Retirement Fund either (i) to become an inactive Member as of that date,   in which case his retirement benefit, if any, shall be based on Salary and   Benefit Service to such date, or (ii) to be included in the computation of   the distributable fund under Section 2 of this Article XII, in which case the   amount representing the total present value of the retirement benefits of all   such Members shall be transferred to the qualified successor plan pursuant to   Section 3 of this Article XII.  A   Member who is not fully vested in his retirement benefit as of the transfer   date and who elects inactive membership pursuant to this Subsection (F) shall   continue to accrue Vesting Service for continued employment in accordance   with Article X, Section 3.  If a
Member’s retirement benefit under the qualified successor plan of the   Employer later becomes nonforfeitable by reason of a complete or partial   termination, then such inactive Member’s retirement benefit with the   Retirement Fund will also become nonforfeitable.  For purposes of determining the vested interest of a Member who   elects inactive membership pursuant to this Subsection (F), such Member’s   retirement benefits shall become vested in accordance with the Table set   forth under Article IV, Section 2(B)(iii) which had been adopted by his   Employer; provided, however, if the Employer withdrew from the Retirement   Fund prior to July 1, 1989 with a qualified successor plan and had   adopted a vesting schedule which required 10 years of service for 100%   vesting, the retirement benefits of a Member who elected inactive membership   and was still employed by the Employer as of July 1, 1989 shall become vested   in accordance with the schedule set forth in Table I
under Article IV,   Section 2(B)(iii).  Notwithstanding   the foregoing, if the Employer does not certify to the Retirement Fund that   the qualified successor plan provides retirement benefits comparable to those   of the Retirement Fund as provided by the Employer under the Regulations,   then each Member’s retirement benefit payable under the Retirement Fund shall   become nonforfeitable as of the Employer’s withdrawal date.
  



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Notwithstanding anything   in this Section 1(F) to the contrary, the Retirement Fund shall permit the   transfer of Employee’s accrued benefits under the Retirement Fund to a qualified   successor plan without the consent of the Employees with respect to Employers   which join the Retirement Fund on or after June 1, 1995 and thereafter   withdraw from the Retirement Fund with a qualified successor plan, as defined   below.  Such Employers may elect at   the time of withdrawal to give their Employees the option to keep their   benefits with the Retirement Fund or transfer their benefits to the qualified   successor plan.
  
	
  
 
  	
  
 
  
	
  
(G)
  	
  
If no qualified successor   plan of the Employer, as defined below, is in effect as of the withdrawal   date, (1) the provisions of Sections 2 and 3 of this Article XII (other   than Sections 2(A)(1) and 2(B)) shall not apply, and (2) each Employee who is   a Member on such date will become a Retiree, and his retirement benefit based   upon Salary and Benefit Service to such date shall be nonforfeitable and   payable in accordance with Article IV; provided, however, at the   Employer’s irrevocable election, which election must be made by the later of   (i) the date of withdrawal or (ii) 90 days following the receipt of IRS   approval with respect to such provision, and which election shall be   effective only upon receipt of IRS approval, such retirement benefit shall be   payable only upon such Employee’s termination of employment.
  
	
   
  	
  
 
  
	
  
 
  	
  
The Retirement Fund shall   determine, as of the Employer’s withdrawal date, the actuarial liability of   the Retirement Fund in respect of the Members of the withdrawing Employer.   Such actuarial liability shall exclude all Retirees as of the date   immediately preceding the withdrawal date and shall be computed in accordance   with Sections 2(A)(1) and 2(B) of this Article XII.
  
	
  
 
  	
  
 
  
	
  
(H)
  	
  
For purposes of this   Article XII, a qualified successor plan is a defined benefit pension plan   established by the withdrawing Employer which (i) has been determined by the   IRS to be a qualified and tax-exempt plan and trust within the meaning of the   IRC, (ii) has provided the Retirement Fund with written certification by its   appropriate fiduciaries that in the event of a transfer to such successor   plan of the distributable fund described in Section 2 of this Article XII,   the qualified successor plan shall be fully liable for the payment of the   actuarial equivalent of all normal and early retirement benefits of the   Members of such Employer (who consent to the transfer), had they elected   instead to have become inactive Members as of the withdrawal date, and that   the Retirement Fund shall not be liable for the payment of any part of such 
  




94









	
   
  	
  
benefits, (iii) is   intended to be maintained indefinitely and which will provide continuing   benefit accruals at a rate at least equivalent to any of the benefit formulas   available under the Regulations, as certified to the Retirement Fund by the   Employer, on behalf of the participants thereunder, and (iv) meets such other   requirements of the IRS, other appropriate governmental authority or of the   Board which may apply.
  
	
  
 
  	
  
 
  
	
  
(I)
  	
  
The benefits of all   Members who become inactive Members under this Section 1 will be payable   upon termination of their Service with the Employer in accordance with   Article IV.  The benefits of the   remaining Members will be included in the computation of the distributable   fund under Section 2 of this Article XII.  If no such Members remain, no distributable fund shall be determined.
  




SECTION 2.  DISTRIBUTABLE FUND

	
  
(A)
  	
  
In the event of a transfer   to a qualified successor plan referred to in Section 1 of this Article   XII, the Retirement Fund shall determine, as of the Employer’s withdrawal   date, the actuarial liability of the Retirement Fund in respect of the   Members who had elected such transfer.    The computation of such liability shall exclude all Retirees and any   Employees who became inactive Members as of the withdrawal date in accordance   with Section 1(F) of this Article XII.    Such actuarial liability shall be computed as follows:
  
	
   
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
with respect to withdrawal   dates occurring on or after January 1, 1988, such actuarial liability shall   be computed as the sum of the Member’s accrued actuarial liabilities, with   Salary projection, less the present value of any unfunded accrued actuarial   liabilities of the withdrawing Employer, plus the present value of any   credits due the withdrawing Employer.    This computation shall be made as of the withdrawal date based on the   annual actuarial valuation of the Retirement Fund which is used to determine   the Employer contribution requirements.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(B)
  	
  
The actuarial liability   determined under Section (1)(G) or Section (2)(A) of this Article XII shall   be reduced as follows:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
In the case of an Employer which commenced
participation when the market value of the Retirement Fund’s assets was
equal to or greater than the actuarial value – if on the Employer’s
withdrawal date the 
 



95









	  
	  
	  percentage of market to actuarial value is less than 100%, then the reduction shall be the difference between such percentage and 100%.

	  
	  
	  

	
  
 
  	
  
(2)
  	
  
In the case of an Employer which commenced
participation when the market value of the Retirement Fund’s assets was
less than the actuarial value – if on the Employer’s withdrawal date
the percentage of market to actuarial value is less than such percentage at
commencement, then the reduction shall be the relative difference between the
percentage at the withdrawal date and the percentage at the Commencement
Date.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
In the case of an Employer which commenced
participation when the market value of the Retirement Fund’s assets was
equal to or greater than the actuarial value – if on the Employer’s
withdrawal date the ratio of the market value to actuarial value is greater than
100% but less than such ratio as of the Employer’s Commencement Date, the
reduction in the actuarial liability shall be the relative difference between
the ratio at the withdrawal date and the ratio at the Commencement
Date.
 





	
  
 
  	
  
For purposes of this   Subsection (B), the market and actuarial values of the Retirement Fund’s   assets as of any date shall exclude the Cash Flow Match Portfolio (a fixed   income portion of the Retirement Fund’s investments which is not affected,   for purposes of the annual actuarial valuation, by fluctuations in market   value) and shall be those values which have been determined by the Retirement   Fund and shown on the Retirement Fund’s records.  The actuarial value of the Retirement Fund’s assets shall be   computed as of the withdrawal date in accordance with the asset valuation   method used in the annual actuarial valuation of the Retirement Fund which   determined the Employer contribution requirements.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The withdrawal liability   shall be adjusted based on a quarterly actuarial valuation of the Retirement   Fund as of the withdrawal date if the ratio of the market value of the   Retirement Fund’s assets to the actuarial value as of the withdrawal date was   less than the ratio as of the July 1 immediately preceding the withdrawal   date.  The computation of the   actuarial liability shall continue to be made as of the withdrawal date based   on the annual actuarial valuation of the Retirement Fund which determined the   Employer contribution for the Plan Year in which the withdrawal is effective   if the ratio of the market value of the
  



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	 Retirement Fund’s assets to the actuarial value as of the withdrawal date is equal to or greater than the ratio as of the July 1 immediately preceding the withdrawal date.

	  
	  

	
  
(C)
  	
  
A withdrawal charge shall   thereafter be deducted in an amount equal to the greater of (i) 0.5% of the   actuarial liability, or (ii) one year’s administrative fee for such   withdrawing Employer.
  
	
  
 
  	
  
 
  
	
  
(D)
  	
  
The amount of the   actuarial liability remaining after making the above adjustments is the   “distributable fund” which shall be transferred to the successor plan in   accordance with Section 3 of this Article XII.  In no event will such total transfer be less than the present   value of the retirement benefits payable at age 65, based upon Salary and   Benefit Service to the withdrawal date, of all Members included in such   transfer as a result of their election under Section 1(F) of this   Article XII, using for the purpose of this computation the interest rates   used by the PBGC to value deferred and immediate retirement benefits for   terminating plans as of the withdrawal date.
  




SECTION 3.  PAYMENT OF DISTRIBUTABLE FUND

	
  
(A)
  	
  
The portion of the   distributable fund representing the present value of each Member’s retirement   benefit, as computed in accordance with the second sentence of Section 2(D)   of this Article XII, but not less than 50% of the distributable fund, plus   interest determined as described below from the withdrawal date to the date   of transfer, shall be transferred in a lump sum to the qualified successor   plan as soon as practicable (but no earlier than 30 days) following receipt   by the Retirement Fund of (a) each Member’s written consent to the transfer   and his release of all claims against the Retirement Fund arising out of his   membership, (b) the qualified successor plan’s favorable determination letter   from the IRS that such plan satisfies the then current qualification and   tax-exemption requirements of the IRC or a representation from the Employer   maintaining such qualified successor plan to the same effect, and (c) a copy   of
the Employer’s submission to the IRS of the successor plan’s Notice of   Transfer (IRS Form 5310A) of the distributable fund.  Upon the Retirement Fund’s receipt of the   foregoing, it shall submit to the IRS notice of the Employer’s   withdrawal.  The remaining amount of   the distributable fund, if any, shall be transferred to the qualified   successor plan in approximately equal annual installments over a period of 3   years with the first payment being made on or about the first anniversary of   the withdrawal date.  Interest on all   unpaid amounts will be credited to date of payment, but not less than once a   year,
  



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based upon the Three Year   Treasury Constant Maturity rate in effect on (a) the withdrawal date if the   withdrawal date is on or after January 1, 1994 or (b) January 1, 1994 if the   withdrawal date is prior to January 1, 1994.    The Three Year Constant Maturity Rate in effect on a specific date shall   be the rate published in Federal Reserve Statistical Release for the week   ending on the Friday coinciding with or immediately preceding the specific   date in the preceding sentence.  In   the absence of the Release, the Retirement Fund may obtain such rate from any   other source it deems appropriate.  In   order that the Retirement Fund be maintained as a qualified trust under the   IRC, no amount can be payable on or after the date of termination, within the   meaning of the IRC, of the qualified successor plan.
  
	
  
 
  	
  
 
  
	
  
(B)
  	
  
Notwithstanding anything   to the contrary contained herein, upon receipt by the Retirement Fund of a   request from a federal governmental entity, as statutory receiver for a   withdrawn Employer (when such request is made after the initial lump sum transfer   of the portion of the distributable fund representing the present value of   each affected Member’s Retirement Allowance as provided for in subsection (A)   of this Section 3 and following payment of the first installment), provided   the federal governmental entity became statutory receiver for the withdrawn   Employer following such Employer’s withdrawal from the Retirement Fund and   establishment of a qualified successor plan, the Retirement Fund may, in its   sole discretion and subject to any conditions provided herein or otherwise,   accelerate the transfer of the remaining amount of the distributable fund, if   any, to the qualified successor plan maintained by the Employer for which
such governmental entity acts as receiver.    The amount of any such accelerated lump sum payment of the   distributable fund shall be adjusted to reflect the payment of such fund in   advance of the installment payment dates.    Any request by a federal governmental entity, as statutory receiver for   a withdrawn Employer, to accelerate the transfer of the remaining amount of   the distributable fund shall be accompanied by a certification to the effect   that such governmental entity was duly appointed as receiver, citing the   statutory authority therefor, and that such appointment continues in effect   as of the date of the accelerated payment request.  Prior to any such accelerated lump sum payment of the   distributable fund, such governmental entity shall indemnify the Retirement   Fund, in such form and manner as is acceptable to the Retirement Fund, for   the full amount of all reasonable legal fees, costs and expenses (including   damages) which arise from any claims made
against the Retirement Fund by   participants under the qualified successor plan of the Employer in   receivership because of the lump sum payment by the Retirement
  



98









	  
	  Fund.  If no payments have been made, the participating Employer will be deemed to have withdrawn from the Retirement Fund without a qualified successor plan, and all Members will become Retirees of the Retirement Fund.




SECTION 4.  PARTIAL TERMINATION


If a partial termination (within the meaning of the IRC or ERISA) of the Retirement Fund has occurred, then (i) the rights of all its affected Members to their retirement benefits accrued to the partial termination date shall be nonforfeitable, and (ii) the provisions of Article XII, which in the opinion of the Retirement Fund are necessary for the distribution of its assets, shall apply. 


SECTION 5.  TRANSFER TO QUALIFIED SUCCESSOR PLAN


No transfer of assets and liabilities of the Retirement Fund to a qualified successor plan (whether by merger or consolidation with such qualified successor plan or otherwise) shall be made unless each Member would, if either the Employer’s or Employers’ participation in the Retirement Fund or such qualified successor plan then terminated, receive a benefit immediately after such transfer which (after taking account of any distributions or payments to them as part of the same transaction) is equal to or greater than the benefit he would have been entitled to receive immediately before such transfer if the Employer’s or Employers’ participation in the Retirement Fund had then been terminated.  The Retirement Fund may also require appropriate indemnification from the Employer or Employers maintaining such qualified successor plan before making such a transfer.  


SECTION 6.  SPECIAL PROCEDURES UPON CONSERVATORSHIP OR RECEIVERSHIP

	
  
(A)
  	
  
Notwithstanding anything   in the Regulations to the contrary and in accordance with such administrative   procedures, requirements and conditions as the Board shall adopt, if an   Employer participating in the Retirement Fund is placed into conservatorship   or receivership by the Resolution Trust Corporation (“RTC”) (or such other   appropriate governmental authority), the provisions of this Section 6   shall apply.
  





	
  
(B)
  	
  
(i)
  	
  
If an Employer is placed   into conservatorship by RTC, such Employer’s participation in the Retirement   Fund will continue uninterrupted without any formal action by RTC or the Employer   and retirement benefits will continue to accrue for its Members.
  




99









	
  
 
  	
  
(ii)
  	
  
If the Employer is placed   into receivership by RTC, RTC will have sixty (60) days (unless within such   60-day period RTC requests an extension for up to thirty (30) days and the   Retirement Fund in its sole discretion approves such request) from the date   the Employer was placed into receivership to reaffirm the Employer’s   participation in the Retirement Fund in which event benefits shall continue   to accrue from the date the Employer was placed into receivership.  Alternatively, RTC may elect to improve   benefits as of the date of receivership in such manner as shall be prescribed   by the Retirement Fund, provided in such case the Employer has a sufficient   accounting credit under the Retirement Fund to offset the cost of such   benefit improvements.  The credit   described in the preceding sentence, which for purposes of this Section 6   shall be referred to as “FECO,” represents with respect to an Employer an   accounting
credit entry on the books and records of the Retirement Fund which   may be applied solely to offset an Employer’s contribution obligations to the   Retirement Fund.  FECO may not be   transferred by the Retirement Fund for an Employer’s general corporate use or   otherwise in contravention of applicable law.
  





	
  
(C)
  	
  
If RTC, on behalf of an   Employer which is placed in receivership, elects to improve benefits, such   Employer will be deemed to have withdrawn from the Retirement Fund (following   the election to improve benefits) without a qualified successor plan as of   the date the Employer was placed into receivership.  Alternatively, if RTC neither reaffirms (within the time   prescribed in Subsection (B) of this Section 6) the participation in the   Retirement Fund of an Employer which was placed into receivership nor elects   to improve benefits, the Employer will be deemed to have withdrawn from the   Retirement Fund without a qualified successor plan as of the date the   Employer was placed into receivership.
  
	  
	  

	 (D)
	 If an Employer which has a FECO is placed into conservatorship or receivership by RTC and such Employer has not withdrawn (or has not been deemed to withdraw) from the Retirement Fund without a qualified successor plan, RTC





100









	
  
 
  	
  
may, in accordance with this   Subsection (D) and such procedures as may be adopted by the Board, have the   FECO made available under the Retirement Fund to another entity (referred to   as an “Acquirer”) if such Acquirer, in accordance with the Regulations, adopts   the Retirement Fund.  The maximum   amount of the FECO which RTC may make available to an Acquirer is a fraction   of the “available FECO,” the numerator of which is the PBGC value of the   accrued benefits of the Employees who are transferred to the Acquirer and the   denominator of which is the PBGC value of the accrued benefits of all of the   Employees of the Employer as of the date of the acquisition of such Employer   by such Acquirer,
inclusive of those Employees being transferred to the   Acquirer.  The “available FECO” is the   total FECO attributable to the Employer as of the date of the acquisition,   reduced by the amount of any FECO which could have been, but was not, made   available to any previous Acquirer.    The maximum amount of FECO that may be made available to an Acquirer   shall not be reduced as a result of Employees being terminated by RTC on or   after the date of conservatorship or receivership.  If an Acquirer does not elect to participate in the Retirement   Fund, there shall be deemed to occur a withdrawal by the Employer without a   qualified successor plan with respect to the Employees who are transferred to   the Acquirer and such Employees shall become 100% vested in their accrued   benefit regardless of their number of years of Vesting Service.  RTC may apply any portion of the FECO   remaining after an acquisition to fund the normal cost or to improve benefits   with
respect to those Employees who have not been transferred to the Acquirer   and who continue to be employed by the Employer.  The amount of any FECO which could have been, but was not,   transferred to any previous Acquirer will be the first amount to be applied   to fund the normal cost or to improve benefits with respect to those   Employees who continue to be employed by the Employer.  Any FECO remaining after the FECO   attributable to an Employer’s participation in the Retirement Fund is   applied, as provided in this Subsection (D), shall remain in the Retirement   Fund.
  



101










ARTICLE XIII   TERMINATION OF THE TRUST

	
  
(A)
  	
  
The Trust is the sole source   of all benefits under the Regulations and shall continue, unless terminated   as herein provided, until all assets of the Trust are distributed in   accordance with the Regulations.  The   Trust and the benefit programs embodied in the Regulations may be terminated   only upon a two-thirds vote of the Board and of the then participating   Employers, in which event termination shall be effective on a date specified   after at least 6 months’ notice to the Trustee and all members of the   Board and Employers.  In the event of   such termination, (i) the rights of all Members to their Retirement   Allowances accrued to the date of termination shall thereupon be   nonforfeitable to the extent that such allowances have then been funded by   such amount of assets determined by the Retirement Fund to be properly   allocable to such Members’ allowances, and (ii) the Board shall direct the   Trustee to liquidate the
assets of the Trust as promptly as it deems   prudent.  The Board shall notify the   IRS, the PBGC and any other appropriate governmental authority of such   termination at least 30 days prior to the termination date or at such   other date as applicable law may require, and no distribution of the Trust’s   assets shall be made until all applicable governmental approvals have been obtained   by the Retirement Fund.
  
	
  
 
  	
  
 
  
	
  
(B)
  	
  
The Board shall determine   the Trust’s net funds remaining after providing for necessary expenses and   shall then allocate such funds to the extent necessary and sufficient in the   following order of priority:
  





	
  
 
  	
  
(1)
  	
  
Each Member, former   Member, Retiree, and Beneficiary or Contingent Annuitant shall be entitled to   a share equal to his Accumulated Contributions (or the Accumulated   Contributions of the Member on whose behalf the individual is entitled to   benefits), if any, less the sum of any allowances received.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
Next, each Retiree,   Beneficiary or Contingent Annuitant entitled to an immediate or deferred   benefit on the termination date shall be entitled to a share equal to the   actuarial liability attributable to his benefits reduced by his share under   Paragraph (1) of this Subsection (B).
  





	
  
(C)
  	
  
The Board shall then:
  



102









	
  
 
  	
  
(1)
  	
  
Determine as of the   termination date, in the same manner as described in Article XII,   Section 2, Subsection (A), the actuarial liability established by   the Retirement Fund for each Employer group of Members as described in   Article XII reduced by the amount of any allocations to such Members   pursuant to Paragraph (1) of Subsection (B);
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
Determine the net funds   remaining after providing for all allocations under Subsection (B) of this   Article XIII;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
Allocate such funds to all   such groups of Members as of the termination date on the basis of the ratio   of the actuarial liability computed for each group of Members to the total   liability for such groups; and
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(4)
  	
  
Allocate such amounts to   the individual Members in each group in accordance with the procedure set   forth in Article XII, Section 3.
  





	
  
(D)
  	
  
(1)
  	
  
The amounts determined in   accordance with Subsections (B) and (C) of this Article XIII shall, subject   to the approval of the IRS, the PBGC and any other appropriate governmental   authority, be distributed to the individuals described in such Subsections.  Any surplus remaining in the Trust after   such distribution shall then be distributed to the Employers in such manner   as the Board shall deem equitable and appropriate.
  




	
   
  	
  
(2)
  	
  
Notwithstanding anything   in the Retirement Fund Regulations to the contrary, before any distribution   to Employers, if any surplus remains in the Trust after satisfaction of all   liabilities, such remaining assets shall be equitably distributed to Members   (or Beneficiaries) who made contributions to the Retirement Fund under   Article IX, Section (5) in accordance with the following formula:
  





	
  
 
  	
  
The portion of the   remaining assets which are attributable to Member contributions shall be   equal to the product derived by multiplying (i) the market value of the total   remaining assets, by (ii) a fraction where the numerator is the present value   of all portions of the accrued benefits with respect to Members that are   derived from Member contributions and the denominator is the present value of   all benefits under the Retirement Fund.
  




103









	
  
 
  	
  
 
  	
  
Each person who is, as of   the termination date, a Member under the Retirement Fund, or an individual   who has received, during the 3-year period ending with the termination date,   a distribution from the Retirement Fund of such individual’s entire   nonforfeitable benefit in the form of a single sum distribution or in the   form of irrevocable commitments purchased by the Retirement Fund from an   insurer, shall be treated as a Member with respect to the termination, if all   or part of the nonforfeitable benefit with respect to such person is or was   attributable to Member mandatory contributions.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
Upon completion of the   foregoing distributions, the Trustee shall be relieved of all further   obligations under the Trust, but its powers shall continue so long as any   assets remain in the Trust.
  





	
  
(E)
  	
  
No asset or liability of   the Trust shall in any event be merged, consolidated with or transferred by   the Trust to any other plan unless such person affected thereby would, if   such plan then terminated immediately after such event, receive thereunder a   benefit which is equal to or greater than the benefit to which he would have   been entitled if the Retirement Fund had terminated immediately before such   event.
  
	
  
 
  	
  
 
  
	
  
(F)
  	
  
Notwithstanding the   provisions of this Article XIII, all allocations and distributions made   pursuant to this Article XIII shall be made in accordance with Title IV of   ERISA.
  
	
   
  	
  
 
  
	
  
(G)
  	
  
In the event of the   termination of the Retirement Fund, the benefits of any Highly Compensated   Employee (and any highly compensated former employee, as defined in Section   414(q) of the IRC and IRS Regulations thereunder), shall be limited to a   benefit that is nondiscriminatory under Section 401(a)(4) of the IRC.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The annual payments to a   Restricted Employee (as defined below) may not exceed an amount equal to the   payments that would be made on behalf of such Restricted Employee under a   single life annuity that is the actuarial equivalent of the sum of the   Restricted Employee’s accrued benefit and his other benefits under the   Retirement Fund.  However, the   restriction described in the foregoing sentence shall not apply if:
  




104









	
  
 
  	
  
(a)
  	
  
after payment to a   Restricted Employee of all Benefits (as defined below), the value of the   assets of the Retirement Fund equals or exceed 110% of the value of current   liabilities (as defined in Section 412(1)(7) of the IRC) under the Retirement   Fund; or
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
the value of the Benefits   for a Restricted Employee is less that 1% of the value of current liabilities   (as defined in Section 412(1)(7) of the IRC) under the Retirement Fund; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
the value of the Benefits   for a Restricted Employee does not exceed $3,500.
  





	
  
 
  	
  
For purposes of this   Subsection (G), a “Restricted Employee” means a Member who is a Highly   Compensated Employee (or highly compensated former employee of the Employer   as defined in Section 414(q) of the IRC and the IRS Regulations   thereunder).  In any year, the total   number of individuals who are subject to the restrictions described in   Subsection (G) shall be limited to a group of not less than 25 Highly   Compensated Employees and highly compensated former employees and the   Employees included in the group shall be determined on the basis of such   Employees with the greatest compensation.
  
	
   
  	
  
 
  
	
  
 
  	
  
For purposes of this   Subsection (G), the term “Benefits” includes loans in excess of amounts set   forth in Section 72(p)(2)(A) of the IRC, any periodic income, any withdrawal   values payable to a living Employee, and any death benefits not provided for   by insurance on the Restricted Employee’s life.
  




105










ARTICLE XIV  ADMINISTRATION AND MANAGEMENT OF FUND


SECTION 1.  ADMINISTRATION

	 (A)
	 The general administration of the Retirement Fund and the general responsibility for carrying out the provisions of the Regulations shall be placed in a Board of Directors who must be Members of the Retirement Fund.  The President of the Retirement Fund shall be the chief administrative officer of the Retirement Fund, a member ex officio of the Board and, for purposes of ERISA, the “plan administrator.”  The Board shall constitute the “named fiduciary” for purposes of ERISA.

	  
	  

	 (B)
	 The Board may adopt, and amend from time to time, by-laws not inconsistent with the Trust and the Regulations and shall have such duties and exercise such powers as are provided in the Regulations, Trust and by-laws.  The number of Directors, their method of election and their terms of office shall be governed by such by-laws.  The Board shall hold an annual meeting each year and may hold additional meetings from time to time.

	 
	  

	 (C)
	 
The Board shall select the Trustee of the assets of the Retirement Fund and
shall define the investment and other powers and duties of the Trustee and
determine the terms and provisions of the Trust, and may, subject to the
provisions of the Trust, appoint from time to time a successor trustee or
trustees as the Board in its discretion shall determine.  The Trust shall
constitute a trust fund for the payment of benefits and expenses of the
Retirement Fund.  All contributions, other income and property received by
the Trust shall be held by the Trustee and invested, reinvested and disbursed in
accordance with and subject to the provisions of the Trust and the
Regulations.  All benefits payable under the Regulations shall be payable
from the Trust and from no other source.  No person shall have interest in,
or right to, any part of the corpus or income thereof, except to the extent
expressly provided in the Regulations or the Trust.

	  
	  

	 (D)
	 The Board shall elect a chairman and a vice-chairman of the Board and such officers of the Retirement Fund as the Board deems desirable and shall define their duties.  The Board shall elect annually from its membership an Executive Committee, a Retirement Committee, an Investment Committee, an Audit Committee, a Personnel Committee and a Nominating Committee and shall define their duties.  It may appoint such other committees and arrange for and 




106










	
  
 
  	
  
hire such actuarial,   legal, accounting, auditing, investment manager or advisory, administrative,   medical and other services as it deems appropriate to carry out the   Regulations and may act in reliance upon the advice and actions of the   persons or firms providing such services.    The Board may establish, staff, equip and maintain a Retirement Fund   Office to assist it in the administration of the Regulations.  The Board may authorize the Trustee or any   committee, officer, employee or agent of the Retirement Fund to perform any   act pertaining to the Retirement Fund or the administration thereof.  The Board shall cause to be maintained   proper accounts and accounting procedures, and shall submit an Annual Report   on the operations of the Retirement Fund to each Employer for the information   of its Members.
  
	
  
 
  	
  
 
  
	
  
(E)
  	
  
The members of the Board   shall use ordinary care and reasonable diligence in the performance of their   duties and shall serve without compensation, but shall be reimbursed for any   reasonable expenses incurred in their capacities as Board members.  No bond or other security need be required   of the Trustee or any Board member in any jurisdiction.
  
	
  
 
  	
  
 
  
	
  
(F)
  	
  
Each Employer, other than   the Retirement Fund Office, by its participation in the Comprehensive   Retirement Program, agrees that each Board member, officer and employee of   the Retirement Fund shall be indemnified by the Employer for any liability,   in excess of that which is covered by insurance, arising out of any act or   omission to act in connection with the Regulations or the Trust except for   fraud or willful misconduct.  The   obligation to pay any such expense shall be deemed an administrative expense   of the Regulations and shall be allocated among the Employers, other than the   Retirement Fund Office, by the Board as nearly as practicable in the same   proportions as the then current administrative expenses of the Retirement   Fund are borne by the Employers.  No   Board member or officer of the Retirement Fund shall be personally liable by   virtue of any contract or other instrument executed by him or on his behalf   in such capacity


nor for any mistake of judgment made in good faith.
  
	
   
  	
  
 
  
	
  
(G)
  	
  
No Employer shall under   any circumstances or for any purpose be deemed an agent of the Board, the   Trustee or the Retirement Fund.    Neither the Board nor the Trustee shall be required to enforce payment   of any contributions payable under the Regulations.
  




107









	
  
(H)
  	
  
The Board shall adopt, and   may change from time to time, actuarial or other tables and the interest rate   or rates which shall be used in calculations under the Regulations, and shall   establish the contribution rates as provided in Article IX.  The actuary designated by the Board shall   make an annual actuarial valuation of the Retirement Fund’s benefit programs,   and on the basis thereof shall recommend to the Board such tables and   interest and contribution rates for its adoption.
  
	
  
 
  	
  
 
  
	
  
(I)
  	
  
The expenses of   administering the Regulations including (i) the fees and expenses of the   Trustee for performance of its duties under the Trust, (ii) the expenses   incurred by the Board and the Retirement Fund Office in the performance of   their duties under the Regulations and the Trust, and (iii) all other   proper charges and disbursements of the Trustee and the Retirement Fund   Office, shall be borne by the Employers in such proportions as shall be   determined by the Board, but until paid by the Employers, all of such   expenses shall be a charge against the assets of the Trust.
  



SECTION 2.  DISPUTE RESOLUTION

	
  
(A)
  	
  
The Board shall have the   exclusive right and full discretionary authority to interpret the Regulations   and any questions arising under or in connection with the administration of   the Retirement Fund, including without limitation, the authority to determine   eligibility for employer participation, eligibility for membership and   benefits, and the amount and mode of all contributions, benefits and other   payments under the Regulations.  The   decisions or actions of the Board in respect thereof shall be final,   conclusive and binding upon all persons having an interest in the Trust or   under the Regulations or under any agreement with an insurance company or a   financial institution constituting a part of the Regulations and the Trust.
  
	  
	  

	 (B)
	 The Board shall have full discretionary authority to delegate to the Retirement Committee, or any other committee of the Board or to the President, all or any part of the interpretative and decisional authority of the Board, described in Subsection (A) of this Section 2, with respect to the Regulations or the administration of the Retirement Fund.

	
  
 
  	
  
 
  
	(C)
	 All disputed claims with respect to contributions, benefit eligibility and payments arising under the Regulations shall be submitted in writing to the





108









	
   
  	
  
 President of the Retirement   Fund at the office of the Retirement Fund.    Within 90 days after receipt of such claim, the decision of the   President with respect thereto shall be mailed to the claimant and shall be   final, binding and conclusive; provided, however, if special circumstances   require an extension of time for processing the claim, an additional 90 days   from the end of the initial period shall be allowed for processing the claim,   in which event the claimant shall be furnished with a written notice of the   extension prior to the termination of the initial 90-day period indicating   the special circumstances requiring an extension.  The claimant may appeal such decision in writing to the   Retirement Committee of the Board, at the office of the Retirement Fund,   within 60 days
after the mailing to the claimant of such written decision of   the President.  Such written appeal   shall contain all information which the claimant desires the Retirement   Committee to consider and the Committee’s decision with respect thereto shall   be mailed to the claimant within 60 days after its receipt of such appeal   unless special circumstances require an extension of time for processing, in   which event an additional 60 days shall be allowed for review and claimant   shall be so notified in writing.  The   decision of the President, or in the case of an appeal, the decision of the   Retirement Committee, in respect of such claim shall be final, binding and   conclusive.
  




SECTION 3.   MANAGEMENT

	
  
(A)
  	
  
The Board shall also have   the power, acting directly or through the Trustee:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
To purchase, lease for any   term, invest or otherwise acquire an interest in any property, real, personal   or mixed, and wherever situated, including, but not by way of limitation,   real property, whether improved or unimproved, common and preferred stocks,   bonds, notes, debentures, mortgages, mutual fund shares, financial futures   and options contracts, and certificates of deposit issued by any financial   institution including an Employer, without being limited to the class of   securities in which trustees are authorized by law or any rules of court to   invest trust funds and without regard to the proportion any such property may   bear to the entire amount of the Trust Retirement Fund;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
To sell, exchange, manage,   lend, lease for any term, improve, or otherwise dispose of, and grant options   and security interests with respect to any such property of the Retirement   Fund, and any sale or
  




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	  other disposition may be public or private and upon such terms and conditions as the Board may deem best;

	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
To participate in any plan   of reorganization, consolidation, merger, combination or other similar plan   relating to such property, and to consent to or oppose any such plan and any   action thereunder, or any contract, lease, mortgage, purchase, sale or other   action by any legal entity;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(4)
  	
  
To deposit any such   property with any protective, reorganization or similar committee, to   delegate discretionary power thereto and to pay part of its expenses and   compensation and any assessments levied with respect to any such property so   deposited;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(5)
  	
  
To engage suitable   employees, agents and professional consultants, and to pay their reasonable   compensation and expenses;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(6)
  	
  
To extend the time of   payment of any obligations;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(7)
  	
  
To enter into stand-by   agreements for future investment of the Trust Fund, either with or without a   stand-by fee;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(8)
  	
  
To exercise all conversion   and subscription rights and all voting rights with respect to such property   and to grant proxies, discretionary or otherwise;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(9)
  	
  
To cause any investments   to be registered and held in the name of one or more nominees of the Board or   any custodian of such property, with or without the addition of words   indicating that such investments are held in a fiduciary capacity, and to   cause any such investments to be held in bearer form;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(10)
  	
  
To collect and receive any   and all money and other property due to the Retirement Fund and to give full   discharge and acquittance therefor;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(11)
  	
  
To settle, compromise or   submit to arbitration any claims, debts or damages due or owing to or from   the Retirement Fund; to commence or defend suits or legal proceedings   whenever, in its judgment, any interest of the Retirement Fund requires it;   to represent the Retirement 
  




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Fund in all suits or legal   proceedings in any court of law or equity or before any other body or   tribunal; to abstain from the enforcement of any right or claim in its   absolute discretion and to abandon, if it shall deem it advisable, any   property held by the Retirement Fund;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(12)
  	
  
To hold uninvested,   without liability for interest thereon, any money received by the Retirement   Fund until the same shall be invested or disbursed;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(13)
  	
  
For purposes of the   Retirement Fund, to borrow money from others, to issue promissory notes of   the Retirement Fund for the same and to secure the repayment thereof by   pledging any property of the Retirement Fund and to enter into cash   collateral agreements referred to in Article IX, Section 6;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(14)
  	
  
To make any agency, trust,   custodial, advisory, depository, management, administrative or other   arrangement (i) with any bank or other financial institution for the   deposit and safekeeping of the assets of the Retirement Fund, and   (ii) with any investment advisor or manager for the investment and   reinvestment of the assets of the Retirement Fund;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(15)
  	
  
To transfer for investment   purposes any part of the assets of the Retirement Fund (i) to any group   trust which meets the requirements of Sections 401(a) and 501(a) of the IRC,   with the equitable share of the Retirement Fund in the commingled assets of   such trust being part of the Retirement Fund under the Regulations, and   (ii) to any group deposit administration annuity contract or other type   of contract issued to the Retirement Fund by one or more insurance companies,   utilizing under any such contract, general, commingled, or separate   investment accounts as the Investment Committee in its discretion shall   determine, all such contracts being part of the Retirement Fund under the   Regulations;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(16)
  	
  
To charge against and pay   out of the Retirement Fund (in accordance with ERISA and the IRC)   (i) taxes of any and all kinds whatsoever which are levied or assessed   upon or become payable in respect of the Retirement Fund, the income from any   property forming a part thereof, 
  




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or any security   transaction pertaining thereto, and (ii) the expenses incurred by the   Board in the performance of its duties in respect of the Retirement Fund and   all other proper charges and disbursements of the Retirement Fund;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(17)
  	
  
To delegate powers,   including, without limitation, discretionary powers with respect to any of   the foregoing to any Committee of the Board or any officer or employee of the   Retirement Fund or investment advisor or manager, custodian or other agent;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(18)
  	
  
To appoint any bank or   trust company, wherever domiciled, as successor trustee under the Declaration   of Trust, upon such terms and conditions as the Board deems advisable; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(19)
  	
  
Generally to do all acts,   whether or not expressly authorized, which the Board may deem necessary or   desirable for the administration, management and protection of the Retirement   Fund.
  





	
  
(B)
  	
  
Persons dealing with the   Board or the Trustee shall be under no obligation to see to the proper   application of any money paid or property delivered to the Retirement Fund.
  




SECTION 4.   INFORMATION AND COMMUNICATIONS


	
  
(A)
  	
  
Each Employer, Member,   Retirement and Beneficiary shall file with the Retirement Fund such pertinent   information as the Retirement Fund may require, and no Employer, Member,   Retiree, Beneficiary or Contingent Annuitant shall have any rights or be   entitled to any benefits from the Retirement Fund unless such information is   filed in the manner and form specified by the Retirement Fund.  The Retirement Fund shall be fully   protected in acting upon any such information and shall be under no duty to   inquire into the accuracy or truth thereof, and the payment of any amount by   the Retirement Fund pursuant to such information shall constitute a complete   discharge of the liability therefor.    All notices, instructions and other communications shall be in writing   and in such form as is prescribed from time to time by the Retirement Fund,   shall be mailed by first class mail or delivered personally, and shall be   deemed to have been duly given


and delivered only upon actual receipt thereof   by the Retirement Fund.
  




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(B)
  	
  
(1)
  	
  
In the case of a qualified   joint and survivor annuity as described in Article VII, Section 1, the   Retirement Fund shall provide each Member no less than 30 days and no more   than 90 days prior to the annuity starting date a written explanation   of:  (i) the terms and conditions   of a qualified joint and survivor annuity; (ii) the Member’s right to   make and the effect of an election to waive the qualified joint and survivor   annuity form of benefit; (iii) the rights of a Member’s Spouse;   (iv) the right to make, and the effect of, a revocation of a previous   election to waive the qualified joint and survivor annuity; and (v) the   relative values of the various optional forms of benefit under the Retirement   Fund.
  
	
   
  	
  
 
  	
  
 
 
	
   
  	
  
(2)
  	
  
In the case of a   preretirement survivor annuity as described in Article IV, Section 3(B), the   Retirement Fund shall provide each Member within the applicable period for   such Member, a written explanation of the preretirement survivor annuity in   such terms and in such a manner as would be comparable to the explanation   provided for meeting the requirements of Paragraph (1) of this Subsection (B)   applicable to a qualified joint and survivor annuity.
  
	
   
  	
  
 
  	
  
 
 
	
  
 
  	
  
(3)
  	
  
The applicable period for   a Member is whichever of the following periods ends last: (i) the period   beginning with the first day of the Plan Year in which the Member attains age   32 and ending with the close of the Plan Year preceding the Plan Year in   which the Member attains age 35; (ii) a reasonable period ending after   the individual becomes a Member; or (iii) a reasonable period ending   after the preretirement survivor annuity first applies to the Member.  Notwithstanding the foregoing, notice must   be provided within a reasonable period ending after separation of service in   the case of a Member who separates from service before attaining age 35.
  
	
   
  	
  
 
  	
  
 
 
	
  
 
  	
  
(4)
  	
  
For purposes of the   preceding paragraph, a reasonable period ending after the enumerated events   described in (ii), (iii) and (iv) is the end of the two year period beginning   one year prior to the date the applicable event occurs and ending one year after   that date.  In the case of a Member   who separates from service before the plan year in which age 35 is attained,   notice shall be provided within the two year period beginning one year prior   to
  



113










	  
	  
	 separation and ending one year after separation.  If such a Member thereafter returns to employment with the employer, the applicable period for such Member shall be redetermined.






	
  
(C)
  	
  
A Member may, in   accordance with this Subsection (C) elect to receive his Retirement Allowance   in one of the optional forms described in Article VI.  Any waiver of a qualified joint and   survivor annuity or a preretirement survivor annuity shall not be effective   unless:  (a) the Member’s Spouse   consents in writing to the election; (b) the election designates a specific   alternate Beneficiary, including any class of beneficiaries or any contingent   beneficiaries. which may not be changed without spousal consent (or the   Spouse expressly permits designations by the Member without any further   spousal consent); (c) the Member’s Spouse’s consent acknowledges the effect   of the election; and (d) the Spouse’s consent is witnessed by a notary   public.  Additionally, a Member’s   waiver of the qualified joint and survivor annuity will not be effective   unless the election designates a form of benefit
payment which may not be   changed without spousal consent (or the Spouse expressly permits designations   by the Member without any further spousal consent.)  If it is established to the satisfaction of the Retirement Fund   that such written consent may not be obtained because there is no Spouse or   the Spouse cannot be located, a waiver will be deemed a qualified election.
  





	
  
 
  	
  
Any consent by a Spouse   obtained under this provision (or establishment that the consent of a Spouse   may not be obtained) shall be effective only with respect to such   Spouse.  A consent that permits   designations by the Member without any requirement of further consent by such   Spouse must acknowledge that the Spouse has the right to limit consent to a   specific Beneficiary, and a specific form of benefit where applicable, and   that the Spouse voluntarily elects to relinquish either or both of such   rights.  A revocation of a prior   waiver may be made by a Member without the consent of the Spouse at any time   prior to the commencement of benefits.    The number of revocations shall not be limited.  No consent obtained under this provision   shall be valid unless the Member has received notice as provided in   Subsection (B) of this Article XIV, Section 4.
  
	
   
  	
  
 
  
	
  
 
  	
  
Notwithstanding anything   in the Regulations to the contrary, effective for distributions made on or   after December 31, 1996, the 90-day period in which a Member may, with the   written consent of his Spouse, elect in writing to
  




114









	
  
 
  	
  
    receive his benefit in a single lump sum shall not end before the 30th day after the date on which explanations of the qualified joint and survivor annuity and preretirement survivor annuity are provided.  A Member may elect (with any applicable spousal consent) to waive any requirement that the written explanation be provided at least 30 days before the annuity starting date (or to waive the 30-day requirement under the preceding sentence) if the distribution commences more than seven days after such explanation is provided.
  



115










ARTICLE XV  AMENDMENTS


The Board reserves and shall have the right to amend the Regulations or the Trust at any time in whole or in part, for any reason, and without the consent of any Employer, or any Member or other person having an interest in the Trust, or under the Regulations, and each Employer by its adoption of the Regulations shall be deemed to have delegated this authority to the Board; but no amendment shall be adopted which would:

	
  
(i)
  	
  
Raise the contribution   rate of any Member since last becoming a Member unless he shall consent   thereto; or
  
	
   
  	
   
  
	
  (ii)
  	
  Reduce the then accrued   benefits of Members or Retirees, except to the extent necessary to maintain   the Trust as a trust qualified under Section 401(a) of the IRC; or
  
	
   
  	
   
  
	
  (iii)
  	
  Permit any of the assets   of the Trust (other than that required to pay taxes, if any, and the expenses   described in Article XIV, Section 1(I) to the extent, if any, not paid by the   Employers) to be used for or diverted to any purpose other than for the   exclusive benefit of Members, Retirees, and their Beneficiaries and   Contingent Annuitants under the Regulations, prior to the satisfaction of all   liabilities with respect thereto.
  



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ARTICLE XVI:   INTERPRETATION

The Regulations shall be construed in accordance with ERISA and the laws of the State of New York (without regard to the principles of the conflicts of laws thereof).

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  Pentegra
  
	
   
  	
  108   Corporate Park Drive
  
	
   
  	
  White   Plains, NY  10603-3805
  
	
   
  	
  Tel:     800-872-3473
  
	
   
  	
  Fax:  914-694-9384
  



118