Exhibit
10-a
EXECUTIVE
DEFERRAL PLAN
OF
TRUSTMARK
NATIONAL BANK, JACKSON, MISSISSIPPI
As Restated Effective as of December 31, 2007
(Group 2)
EXECUTIVE
DEFERRAL PLAN
OF
TRUSTMARK
NATIONAL BANK, JACKSON, MISSISSIPPI
As Restated Effective as of December 31, 2007
(Group 2)
PURPOSE
AND EFFECTIVE DATE
The
purpose of the Executive Deferral Plan of Trustmark National Bank,
Jackson, Mississippi is to provide specified benefits
to a select group of management and highly compensated
Employees who contribute materially to the continued growth,
development and future business success of Trustmark National Bank,
Jackson, Mississippi . It is the intention
of Trustmark
National Bank, Jackson, Mississippi that this program
and the individual plans established hereunder be administered
as unfunded benefit plans established and maintained for a
select group of management or highly compensated
Employees. The effective date of this Plan is
January 1, 1994. This Plan was last restated
effective January 1, 1996. This Plan is
further amended and restated as of December 31, 2007 in
order to comply, where applicable, with the requirements of
Code Section 409A (as defined below).
ARTICLE I
DEFINITIONS AND CONSTRUCTION
|
1.1
|
Definitions . For purposes of this Plan, the
following phrases or terms shall have the indicated meanings unless
otherwise clearly apparent from the context:
|
|
|
(a)
|
"
Actuarially
Reduced " shall mean the present value of Participant's
Retirement Benefit as set forth in Item 3(a) of his or her
Plan Agreement at the time of Participant's Early Retirement Date
(or other applicable time) using a discount rate equal to the Aa
Corporate Bond Rate as published by Moody's Investors Services,
Inc. or its successor as of the date of Early Retirement (or other
applicable date).
|
|
|
(b)
|
"
Bank " shall
mean Trustmark
National Bank, Jackson, Mississippi and any Subsidiary that
duly adopts the Plan as provided in Article XIV
hereof. Where the context dictates, the term "Bank" as
used herein refers to the particular Bank that has entered into a
Plan Agreement with a particular Participant.
|
|
|
(c)
|
"
Beneficiary "
shall mean the person, persons or estate of a Participant, entitled
to receive any benefits subsequent to the death of a Participant
under a Plan Agreement entered into in accordance with the terms of
this Plan.
|
|
|
(d)
|
"
Beneficiary
Designation " shall mean the form of written agreement,
attached hereto as Annex II, by which the Participant names the
Beneficiary(ies) of the Plan.
|
|
|
(e)
|
"
Board of
Directors " shall mean the Board of Directors of
Trustmark National
Bank, Jackson, Mississippi unless otherwise indicated or the
context otherwise requires.
|
|
|
(f)
|
"
Code " shall
mean the Internal Revenue Code of 1986, as the same may be amended
from time to time, or the corresponding Section of any
subsequent Internal Revenue Code, and, to the extent not
inconsistent therewith, regulations issued thereunder.
|
|
|
(g)
|
"
Committee "
shall mean the Human Resources Committee of the Board of Directors
of the Holding Company (or any successor committee thereto) or any
other committee appointed by the Board of Directors of the Bank in
lieu thereof to manage and administer the Plan and individual Plan
Agreements in accordance with the provisions of Article XII
hereof.
|
|
|
(h)
|
"
Covered
Salary " shall mean the amount specified in Item 1 of
the Plan Agreement that is used as a basis for computation of
Participant's Death and Retirement Benefits pursuant to the terms
and conditions of the Plan.
|
|
|
(i)
|
"
Death
Benefit " shall mean the benefit provided under
Article III of the Plan.
|
|
|
(j)
|
"
Disability" or
"Disabled " shall mean that a Participant is disabled as
provided in Section 3.8.
|
|
|
(k)
|
"
Early
Retirement Date " shall be the first day of the month next
following the date of a Participant's Retirement prior to his or
her Normal Retirement Date and following the month in which the
Participant attains his or her fifty-fifth (55th) birthday and has
completed five (5) full years of continuous employment as an
Employee of the Bank commencing on the date of his or her
commencement of participation in the Plan.
|
|
|
(l)
|
"
Election
to Participate " shall mean the form of written agreement
that will be executed and entered into between a Participant and
the Bank specifying the amount of annual compensation to be
deferred immediately following the date of execution of said
"Election to Participate" and continuing thereafter under the terms
of the Plan.
|
|
|
(m)
|
"
Employee "
shall mean any person who is in the full time employment of the
Bank or a Subsidiary, as determined by the personnel rules and
practices of the Bank or the Subsidiary.
|
|
|
(n)
|
“
Employer(s)
” shall be defined as follows:
|
|
|
(1)
|
Except
as otherwise provided in part (2) below, the term
“Employer” shall mean the Bank and/or any Subsidiary
(now in existence or hereafter formed or acquired) that duly adopts
the Plan as provided in Article XIV hereof.
|
|
|
(2)
|
For
the purpose of determining whether a Participant has experienced a
Separation from Service, the term “Employer” shall
mean:
|
|
|
(A)
|
The
entity for which the Participant performs services and with respect
to which the legally binding right to compensation deferred or
contributed under this Plan arises; and
|
|
|
(B)
|
All
other entities with which the entity described above would be
aggregated and treated as a single employer under Code
Section 414(b) (controlled group of corporations) and Code
Section 414(c) (a group of trades or businesses, whether or
not incorporated, under common control), as
applicable. In order to identify the group of entities
described in the preceding sentence, the Committee shall use an
ownership threshold of at least eighty percent (80%) when applying,
the applicable provisions of (i) Code Section 1563 for
determining a controlled group of corporations under Code
Section 414(b), and (ii) Treas. Reg. §1.414(c)-2 for
determining the trades or businesses that are under common control
under Code Section 414(c).
|
|
|
(o)
|
“
ERISA ”
shall mean the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time, and, to the extent not
inconsistent therewith, regulations issued thereunder.
|
|
|
(p)
|
"
Holding
Company " shall mean Trustmark Corporation.
|
|
|
(q)
|
"
Just
Cause " shall mean theft, fraud, embezzlement or willful
misconduct causing significant property damage to the Bank, the
Holding Company or any Subsidiary or personal injury to another
employee.
|
|
|
(r)
|
"
Normal
Retirement Date " shall be the first day of the month
following the month in which the Participant attains his or her
sixty-fifth (65th) birthday.
|
|
|
(s)
|
"
Participant "
shall mean an Employee who is selected and elects to participate in
the Plan through the execution of a Plan Agreement in accordance
with the provisions of Article II.
|
|
|
(t)
|
"
Plan " shall
mean the Executive Deferral Plan of Trustmark National Bank,
Jackson, Mississippi as amended from time to
time.
|
|
|
(u)
|
"
Plan
Agreement " shall mean the form of written agreement,
attached hereto as Annex I, which is entered into from time to time
by and between the Bank and an Employee selected to become a
Participant as a condition to participation in the
Plan. Each Plan Agreement executed by a Participant
shall provide for the entire benefit to which such Participant is
entitled under the Plan, and the Plan Agreement bearing the latest
date shall govern such entitlement.
|
|
|
(v)
|
"
Retirement "
and " Retire " shall
mean severance of employment with the Bank at or after the
attainment of his or her Normal Retirement Date (sometimes referred
to as “Normal Retirement”) or, if earlier, at or after
attainment of his or her Early Retirement Date (sometimes referred
to as “Early Retirement”), in either case where Just
Cause does not exist.
|
|
|
(w)
|
"
Retirement
Benefit " shall mean the benefit provided under
Article IV of the Plan.
|
|
|
(x)
|
“
Separation from
Service ” or “ Separate from
Service ” shall mean a termination of services
provided by a Participant to his or her Employer, whether
voluntarily or involuntarily, other than by reason of death or
Disability, as determined by the Committee in accordance with
Treas. Reg. §1.409A-1(h). In determining whether a
Participant has experienced a Separation from Service, the
following provisions shall apply:
|
|
|
(1)
|
For
a Participant who provides services to an Employer as an employee,
except as otherwise provided in part (3) below, a Separation from
Service shall occur when such Participant has experienced a
termination of employment with such Employer. A
Participant shall be considered to have experienced a termination
of employment when the facts and circumstances indicate that the
Participant and his or her Employer reasonably anticipate that
either (i) no further services will be performed for the Employer
after a certain date, or (ii) that the level of bona fide services
the Participant will perform for the Employer after such date
(whether as an employee or as an independent contractor) will
permanently decrease to less than fifty percent (50%) of the
average level of bona fide services performed by such Participant
(whether as an Employee or an independent contractor) over the
immediately preceding thirty-six (36) month period (or the full
period of services to the Employer if the Participant has been
providing services to the Employer less than thirty-six (36)
months).
|
|
|
If
a Participant is on military leave, sick leave, or other bona fide
leave of absence, the employment relationship between the
Participant and the Employer shall be treated as continuing intact,
provided that the period of such leave does not exceed 6 months, or
if longer, so long as the Participant retains a right to
reemployment with the Employer under an applicable statute or by
contract. If the period of a military leave, sick leave,
or other bona fide leave of absence exceeds 6 months and the
Participant does not retain a right to reemployment under an
applicable statute or by contract, the employment relationship
shall be considered to be terminated for purposes of this Plan as
of the first day immediately following the end of such 6-month
period. In applying the provisions of this paragraph, a
leave of absence shall be considered a bona fide leave of absence
only if there is a reasonable expectation that the Participant will
return to perform services for the Employer.
|
|
|
(2)
|
For
a Participant who provides services to an Employer as an
independent contractor, except as otherwise provided in part (3)
below, a Separation from Service shall occur upon the expiration of
the contract (or in the case of more than one contract, all
contracts) under which services are performed for such Employer,
provided that the expiration of such contract(s) is determined by
the Committee to constitute a good-faith and complete termination
of the contractual relationship between the Participant and such
Employer.
|
|
|
(3)
|
For
a Participant who provides services to an Employer as both an
employee and an independent contractor , a Separation from
Service generally shall not occur until the Participant has ceased
providing services for such Employer as both as an employee and as
an independent contractor, as determined in accordance with the
provisions set forth in parts (1) and (2) above,
respectively. Similarly, if a Participant either (i)
ceases providing services for an Employer as an independent
contractor and begins providing services for such Employer as an
employee, or (ii) ceases providing services for an Employer as an
employee and begins providing services for such Employer as an
independent contractor, the Participant will not be considered to
have experienced a Separation from Service until the Participant
has ceased providing services for such Employer in both capacities,
as determined in accordance with the applicable provisions set
forth in parts (1) and (2) above.
|
|
|
Notwithstanding
the foregoing provisions in this part (3), if a Participant
provides services for an Employer as both an employee and as a
member of the board of directors (a “Director”), to the
extent permitted by Treas. Reg. §1.409A-1(h)(5) the services
provided by such Participant as a Director shall not be taken into
account in determining whether the Participant has experienced a
Separation from Service as an employee, and the services provided
by such Participant as an employee shall not be taken into account
in determining whether the Participant has experienced a Separation
from Service as a Director .
|
|
|
(y)
|
"
Subsidiary "
shall mean any business organization in which Trustmark National Bank,
Jackson, Mississippi , directly or indirectly, owns an
interest, excluding ownership interests Trustmark National Bank,
Jackson, Mississippi may hold in their fiduciary capacities
as trustee or otherwise, and any other business organization that
the Board of Directors designates as a Subsidiary for purposes of
this Plan, provided in each such case the business organization
would be aggregated and treated as a single employer with
Trustmark National
Bank, Jackson, Mississippi under Code Section 414(b)
(controlled group of corporations) and Code Section 414(c) (a
group of trades or businesses, whether or not incorporated, under
common control), as applicable. In order to identify the
group of entities described in the preceding sentence, the
Committee shall use an ownership threshold of at least eighty
percent (80%) when applying, the applicable provisions of (1) Code
Section 1563 for determining a controlled group of
corporations under Code Section 414(b), and (2) Treas. Reg.
§1.414(c)-2 for determining the trades or businesses that are
under common control under Code Section 414(c).
|
|
|
(a)
|
The
masculine gender when used herein shall be deemed to include the
feminine gender, and the singular may include the plural unless the
context clearly indicates to the contrary. The words
"hereof", "herein," "hereunder", and other similar compounds of the
word "here" shall mean and refer to the entire Plan and not to any
particular provision or section. Whenever the words
"Article" or "Section" are used in this Plan, or a cross-reference
to an "Article" or "Section" is made, the Article or
Section referred to shall be an Article or
Section of this Plan unless otherwise specified.
|
|
|
(b)
|
The
Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that “is unfunded and
is maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1). Except with respect to Plan
benefits not subject to Code Section 409A, the Plan shall be
administered and interpreted (i) to the extent possible in a
manner consistent with the intent described in the preceding
sentence, and (ii) in accordance with Code Section 409A
and related Treasury guidance.
|
|
1.3
|
Applicability of Code Section 409A . It is
intended that if no part of a Participant’s Retirement
Benefit is earned or becomes vested after December 31, 2004
and there is no material modification with respect to such benefit
which would cause it to become subject to Code Section 409A,
then neither this Plan restatement nor Code Section 409A shall
apply to such Participant’s Plan benefits, and the payment of
such Participant’s Plan benefits shall be governed by the
terms of the Plan as in effect on December 31,
2004.
|
ARTICLE II
ELIGIBILITY AND PARTICIPATION
|
2.1
|
Eligibilityand Participation . Participation in
the Plan shall be frozen as of December 31, 2007, at which
time it is anticipated that there will be only one Participant in
the Plan. An Employee shall, as a condition precedent to
participation herein, complete and return to the Committee a duly
executed Plan Agreement and Election to Participate electing to
participate herein and agreeing to the terms and conditions
thereof, and by the execution thereof such Participant shall have
agreed that all amounts deferred thereby shall be irrevocably
deferred and that in lieu thereof the Participant shall be entitled
solely to the benefits provided under this Plan. Any
amendment thereto which affects the amounts contributed by the
Participant to the Plan shall be completed and returned to the
Committee at the time specified thereby, which must be prior to
December 31st of the calendar year preceding the calendar year
to which the amendment relates. Such Plan Agreement
shall contain such further conditions as may be established and are
determined in the sole discretion of the Committee.
|
ARTICLE III
DEATH BENEFIT
|
3.1
|
Amount and Payment of Death Benefit . If a
Participant dies before Retirement and before his or her Retirement
Benefit commences to be paid pursuant to Section 4.1(b) and
the Plan is in effect at that time, the Bank will pay or cause to
be paid a Death Benefit to such Participant's
Beneficiary. The said Death Benefit shall be
(i) one hundred percent (100%) of the Participant's Covered
Salary as set forth in the Plan Agreement paid monthly for the next
twelve (12) months after such death and (ii) seventy five
percent (75%) of said Participant's Covered Salary paid monthly for
the next one hundred and eight (108) months or until the
Participant would have been age sixty-five (65), whichever is
later. Such payments shall commence effective the first
day of the month following the date of death.
|
|
|
Notwithstanding
the immediately preceding paragraph of this Section 3.1, the
Bank will pay or cause to be paid the Death Benefit specified
therein only if:
|
|
|
(a)
|
At
the time of the Participant's death prior to attaining his or her
Normal Retirement Date:
|
|
|
(i)
|
Such
Participant was an Employee and had not Retired, or was Disabled or
on an authorized leave of absence, his or her Retirement Benefit
has not commenced to be paid pursuant to Section 4.1(b) and
all deferrals and payments required to be made by such Participant
under Sections 3.2 et .
seq . have
been made, or
|
|
|
(ii)
|
Such
required deferrals or payments were waived pursuant to
Section 3.5 because of such Participant's
Disability;
|
|
|
(b)
|
The
Participant's Plan Agreement had been kept in force throughout the
period commencing on the date of such Plan Agreement and ending on
the date of his or her death;
|
|
|
(c)
|
The
Participant's death was due to causes other than suicide within two
(2) years of the date of his or her original Plan Agreement or
within two (2) years of the date of any amendment to his or her
Plan Agreement or any subsequent Plan Agreement resulting from
additional benefits granted because of an increase in the
Participant's Covered Salary; but the Participant's suicide shall
relieve the Bank only of its obligation to pay that portion of the
Death Benefit that was granted within two (2) years prior to the
date of such suicide;
|
|
|
(d)
|
The
Participant's death is determined not to be from a bodily or mental
cause or causes, information about which was withheld, or knowingly
concealed, or falsely provided by the Participant when requested by
the Bank to furnish evidence of good health upon the Participant's
enrolling in the Plan or upon an application for an increase in
benefits because of an increase in Participant's Covered Salary;
and
|
|
|
(e)
|
Proof
of death in such form as determined acceptable by the Committee is
furnished.
|
|
3.2
|
Amount of Participant Deferral and Payments . In
consideration for the Death Benefit selected in Participant's Plan
Agreement, each Participant shall defer an amount of his or her
compensation in such amounts and at such times as shall be
determined by the Committee and as specified in his or her Election
to Participate, and the Committee may change the amount of such
deferral prospectively on a calendar year by calendar year basis,
provided that any change is made prior to the beginning of the
calendar year for which it is effective. If a
Participant is authorized to take a leave of absence from his or
her employment or, subject to the provisions of Section 3.5, is
Disabled, the Participant shall be required to make payments to the
Bank in accordance with Article III in order to maintain his
or her Plan Agreement in force. A Participant's
obligation to defer an amount of his or her compensation in
accordance with this Article III or to make the payments
required by this Article III shall be stated in his or her
Plan Agreement and Election to Participate and shall continue
during the term of his or her Plan Agreement or until the earlier
of such Participant's death or attainment of his or her Normal
Retirement Date. A Participant shall have the right,
prospectively on a calendar year by calendar year basis, to
increase or decrease the amount of his or her deferral initially
selected by him by amending his or her Plan Agreement and Election
to Participate in accordance with the rules adopted by the
Committee for this purpose, provided that any change is agreed to
prior to the beginning of the calendar year for which it is
effective.
|
|
3.3
|
Time and Manner of Deferring or Making Payments
. A Participant shall, in his or her Plan Agreement and
Election to Participate, authorize the Employer to defer an amount
of such Participant's compensation equal to the amount specified
pursuant to Section 3.2. A Participant who is on
authorized leave of absence or is Disabled and who is required to
make the payments required in this Article III shall make such
payments at such time and in such manner as the Committee shall
provide; provided, however, that the Participant shall not continue
to make such payments during any period in which a portion of his
or her compensation is being deferred or such payments have been
waived pursuant to Section 3.5.
|
|
3.4
|
Participant Deferrals and Payments - Use and Forfeitability
. The amount of each Participant's compensation deferred
pursuant to Sections 3.2 and 3.3 shall be and remain solely the
property of the Bank and the amount collected by the Bank pursuant
to Sections 3.2 and 3.3 from each Participant who is on an
authorized leave of absence or disabled shall be and become solely
the property of the Bank, and a Participant shall have no right
thereto, nor shall the Bank be obligated to use such amounts in any
specific manner. Except as provided in Article IV, if a
Participant's death occurs under circumstances other than those
specified in Section 3.1, no benefit shall be payable hereunder or
under his or her Plan Agreement to his or her Beneficiary or any
other person or entity on his or her behalf, and any payments made
by such Participant under Sections 3.2 and 3.3 shall be
forfeited.
|
|
3.5
|
Waiver of Participant Deferral or Payments . If a
Participant becomes Disabled before attaining his or her Normal
Retirement Date, if such Disability continues for more than three
(3) months, and if the Disability benefit specified in Item 4
of the Participant's Plan Agreement is in effect, such Participant
shall not be required to defer a portion of his or her compensation
pursuant to Sections 3.2 and 3.3 or make the payments provided for
in Sections 3.2 and 3.3, commencing with the fourth (4th) month
following the date of such Disability and continuing thereafter for
as long as such Disability continues.
|
|
3.6
|
Required Payments and Leave of Absence . If a
Participant is authorized by the Bank for any reason, including
military, medical or other, to take a leave of absence, such
Participant shall be required to make payments in order to maintain
his or her Plan Agreement in force (first out of his or her
compensation during such leave of absence and, if his of her
compensation is insufficient, from his or her personal
assets). Such required payments shall be an amount equal
to the amount of the Participant's compensation that is to be
deferred under the terms of his or her Plan Agreement and Election
to Participate. A Participant required to make payments
under this Section 3.6 shall continue making such required
payments until the earlier of (i) the date he or she returns
to his or her duties following the leave of absence, (ii) the
date such payments are waived pursuant to Section 3.5, or
(iii) the effective date that he or she enters into a new Plan
Agreement and Election to Participate. If a
Participant's payments are waived pursuant to Section 3.5 and
subsequently the Participant returns to his or her duties, he or
she shall be required to resume deferring his or her compensation,
in the amount specified above.
|
|
3.7
|
Failure to Make Required Payments . Failure to
make payments required by Section 3.6 shall cause
Participant's Plan Agreement to terminate without the necessity of
any notice from either party to the other. From and
after such termination, except as provided in Section 4.6 hereof,
neither party shall have any further obligation to the other party
under this Plan or such Plan Agreement.
|
|
|
(a)
|
If
a Participant becomes Disabled before attaining his or her Normal
Retirement Date and subsequently dies before Retirement and before
his or her Retirement Benefit commences to be paid pursuant to
Section 4.1(b) and while the waiver described in Section 3.5
is in effect, the Death Benefit provided in this Article III
shall be paid. If a Participant Retires while the waiver
described in Section 3.5 after becoming Disabled or attains his or
her Normal Retirement Date or commences to be paid pursuant to
Section 4.1(b), the Retirement Benefit provided in
Article IV shall be paid.
|
|
|
(b)
|
For
purposes hereof, either Disability and Disabled means unable to
engage in any substantial gainful activity (1) by reason of
any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, or
(2) by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve
(12) months, where the Participant is receiving income replacement
benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Participant’s
Employer. For purposes of this Plan, a Participant shall
be deemed Disabled if determined to be totally disabled by the
Social Security Administration. A Participant shall also
be deemed Disabled if determined to be disabled in accordance with
the applicable disability insurance program of such
Participant’s Employer, provided that the definition of
“disability” applied under such disability insurance
program complies with the requirements hereof.
|
|
|
Notwithstanding
the foregoing, a Participant will not be considered Disabled
unless:
|
|
|
(1)
|
such
Disability was not either intentionally self-inflicted or caused by
illegal or criminal acts of the Participant;
|
|
|
(2)
|
the
Participant was an Employee at the time he or she became Disabled
(or was then on an authorized Leave of Absence) and had made all
payments required hereunder; and
|
|
|
(3)
|
the
Participant's Plan Agreement has been kept in force until the time
of such Disability; and
|
|
|
(4)
|
the
Committee has approved the waiver of such fee and such waiver is so
noted in the Participant's Plan Agreement.
|
|
|
The
determination of what constitutes a Disability or being Disabled
and the cessation of being Disabled for purposes of this
Section 3.8 shall be made by the Committee, in its sole and
absolute discretion, and such determination shall be
conclusive.
|
ARTICLE IV
RETIREMENT BENEFIT
|
4.1
|
Payment at Normal Retirement Date .
|
|
|
(a)
|
Subject
to Section 4.1(b) and Section 4.7, if a Participant has
remained an Employee until his or her Normal Retirement Date and
shall then Retire, and if the Plan and his or her Plan Agreement
have been kept in force, the Bank shall pay or cause to be paid to
such Participant, as a Retirement Benefit (herein so called), the
amount per month specified in his or her Plan Agreement as a
Retirement Benefit. Payment of such monthly amount shall
commence on the Participant's Normal Retirement Date and shall
continue for the life of the Participant. If such
Participant shall die before receiving one hundred and twenty (120)
monthly payments, the Retirement Benefit will be continued to the
Participant's Beneficiary as set forth in the Beneficiary
Designation until an aggregate of one hundred and twenty (120)
monthly payments has been paid to the Participant and his or her
Beneficiary.
|
|
|
(b)
|
This
Section 4.1(b) shall apply, effective January 1, 2008,
notwithstanding any other provisions of the Plan other than
Section 4.7(b). In lieu of payment pursuant to the
other applicable provisions of this Article IV, if
(1) any portion of a Participant’s Retirement Benefit is
earned or becomes vested after December 31, 2004 and is thus
subject to Code Section 409A, (2) such a Participant has
remained an Employee until his or her Normal Retirement Date (or,
if late
|
|
