EXHIBIT 10(n)
-------------
THE EXECUTIVE NON-QUALIFIED EXCESS PLAN
ADOPTION AGREEMENT
THIS AGREEMENT
is made the 31st day of December, 2001, by Employers
Mutual Casualty Company (the "Employer"),
having its principal office at 717
Mulberry, Des Moines, IA 50303 and
EXECUTIVE BENEFIT SERVICES, INC. (the
"Sponsor"), having its principal office at
434 Fayetteville Street, Suite
1160, Raleigh, North Carolina 27601.
W I T N E S S E T H:
WHEREAS, the
Sponsor has established The Executive Non-qualified Excess
Plan (the "Plan"); and
WHEREAS, the
Employer desires to adopt the Plan as an unfunded,
non-qualified deferred compensation plan,
for the benefit of the
Employer's X Employees and/or Independent
Contractors;
---
----
NOW, THEREFORE,
the Employer hereby adopts the Plan in accordance with
the terms and conditions set forth in this
Adoption Agreement:
ARTICLE I
Terms used in
this Adoption Agreement shall have the same meaning as in
the Plan, unless some other meaning is
expressly herein set forth. The
Employer hereby represents and warrants
that the Plan has been adopted by
the Employer upon proper authorization and
the Employer hereby elects to
adopt the Plan for the benefit of its
Participants as referred to in the
Plan. By the execution of this Adoption
Agreement, the Employer hereby
agrees to be bound by the terms of the
Plan.
This Adoption
Agreement may only be used in connection with The
Executive Non-qualified Excess Plan. The
Sponsor will inform the Employer of
any amendments to the Plan or of the
discontinuance or abandonment of the
Plan. For questions concerning the Plan,
the Employer may call the Sponsor
at (919) 833-1042.
ARTICLE II
The Employer
hereby makes the following designations or elections for
the purpose of the Plan [Section references
below correspond to Section
references in the Plan]:
2.4 Adjustment
Date: The Deferred Compensation Account of Participants
shall be adjusted for the amount of any
Salary Deferral Credits, Employer
Matching Credits and Employer Performance
Incentive Credits to such account
on the last business day of each Plan Year
and such other times as may be
designated below [check any additional
desired Adjustment Dates]:
___ (i)
The last
business day of each calendar quarter during the
Plan Year.
___ (ii)
The last business day
of each month during the Plan Year.
X
(iii) The last
business day of each payroll period during the Plan
---
Year.
<PAGE>
___ (iv)
Each day securities
are traded on a national stock exchange.
___ (v)
Other [specify]
_________________________________________
_____________________________________________________.
2.9
Compensation: The "Compensation" of a Participant shall mean all
of
each Participant's [check desired
option(s)]:
X
(i) compensation received as an
Employee reportable in box 1,
---
Wages, Tips and other Compensation, on Form W-2.
___ (ii)
annual base
salary.
___ (iii) annual
bonus.
___ (iv)
long term incentive
plan compensation.
___ (v)
compensation
received as an Independent Contractor reportable
on Form 1099.
___ (vi)
other [specify]
_______________________________________
___________________________________________________.
Notwithstanding the foregoing, Compensation
_X_ SHALL ____ SHALL NOT include
Salary Deferral Credits under this Plan and
amounts contributed by the
Participant pursuant to a Salary Deferral
Agreement to another employee
benefit plan of the Employer which are not
includible in the gross income of
the Employee under Section 125, 402(e)(3),
402(h) or 403(b) of the Code.
2.13 Effective
Date: [check desired option]:
___ (i)
This is a
newly-established Plan, and the Effective Date of
the Plan is ____________________.
X
(ii) This is an amendment and
restatement of the Plan (Employers
---
Mutual Casualty Company Excess Deferral Plan) with an
effective date of January 1, 2001, and the Effective Date of
this amended and restated Plan is January 1, 2002. This is
amendment number 1.
2.20 Normal
Retirement Age: The Normal Retirement Age of a Participant
shall be [check desired option]:
X
(i) Age 65.
---
___ (ii)
The later of age ____
or the ______ anniversary of the
participation commencement date. The participation
commencement date is the first day of the first Plan Year in
which the Participant commenced participation in the Plan.
<PAGE>
2.22
Participating Employer(s): As of the Effective Date, the
following
Participating Employer(s) are parties to
the Plan [list all employer-
Parties, including the Employer]:
Name of Employer
Address
Telephone No.
EIN
Employers Mutual Casualty P.O. Box 712
515-280-2772
42-0234980
Des Moines, IA 50303
Modern Life Company
SAME
Farm & City Insurance Co. SAME
2.23 Plan: The
name of the Plan as applied to the Employer is
Executive Non-qualified Excess Plan of Employers Mutual
Casualty
2.24 Plan
Administrator: The Plan Administrator shall be [check desired
option]:
___ (i)
Committee.
X
(ii) Employer.
---
___ (iii) Other
(specify):
.
2.25 Plan Year:
The Plan Year shall be the 12 consecutive calendar
month period ending on the last day of the
month of December, and each
anniversary thereof.
2.33 Trust:
[check desired option]:
___ (i)
The Employer
does desire to establish a "rabbi" trust for the
purpose of setting aside assets of the Employer contributed
thereto for the payment of benefits under the Plan.
X
(ii) The Employer does not desire to
establish a "rabbi" trust for
--- the
purpose of setting aside assets of the Employer
contributed thereto for the payment of benefits under the
Plan.
2.35 Years of
Service: For vesting purposes, Years of Service of a
Participant shall be calculated from the
date designated below [check
desired option]:
X
(i) First Day of Service.
---
___ (ii)
Effective Date of the
Plan.
___ (iii) Plan
Entry Date
___ (iiii) Each
Contribution Date. Under this option (iiii), each
Employer Matching Credit or Performance
Incentive Credit shall vest in
accordance with the applicable schedule
selected in Section 7 of this
Adoption Agreement based on the Years of
Service of a Participant from the
Adjustment Date on which each Employer
Matching Credit or Performance
Incentive Credit is credited to his or her
Deferred Compensation Account.
<PAGE>
3.1 Salary
Deferral Credits: A Participant may elect to have his
Compensation (as selected in Section 2.9 of
this Adoption Agreement) reduced
by the following percentage or amount per
pay period, or for a specified pay
period or periods, as designated in writing
to the Committee [check the
applicable options]:
X
(i) annual base salary:
---
[complete the following blanks only if a minimum or maximum
deferral is desired]:
minimum deferral: $__________ or __________%
maximum deferral: $__________ or
25 %
___ (ii)
annual bonus:
[complete the following blanks only if a minimum or maximum
deferral is desired]:
minimum deferral: $__________ or __________%
maximum deferral: $__________ or __________%
___ (iii) other
[please specify type, as selected in Section 2.9 of
this Adoption Agreement]: ___________________:
[complete the following blanks only if a minimum or maximum
deferral is desired]:
minimum deferral: $__________ or __________%
maximum deferral: $__________ or __________%
___ (iv)
no salary deferral
provision.
3.1.3
Termination of Salary Deferrals: A Participant may terminate
his
Salary Deferral Agreement effective as of
[check desired option]:
X
(i) the first full payroll
period commencing after the date
---
written notice of the termination is received by the
Committee.
___ (ii)
the January 1
occurring after the date written notice of the
termination is received by the Committee.
3.2 Employer
Matching Credits: The Employer may make matching credits
to the Deferred Compensation Account of
each eligible Participant in an
amount determined as follows [check desired
option(s)]:
Participants eligible to receive an
Employer Match are defined as follows:
o Title of EMPLOYERS MUTUAL
CASUALTY COMPANY Vice President or above,
President of Employers
Modern Life Company,
President of Farm
& City Insurance Company.
o Earnings in the top 10% of
employees.
o Currently deferring the maximum
allowed into the 401(k) qualified plan.
___ (i) ____% of the Participant's
Salary Deferral Credits.
X (ii) 100 % of the first 5 % of the
Participant's Compensation which is
---
elected as a Salary Deferral Credit.
___ (iii) An amount determined each Plan
Year by the Employer.
<PAGE>
___ (iv) The Employer shall decide from
year to year whether matching
credits will be made and shall notify Participants annually of
the
manner in which matching credits will be calculated for the
subsequent year.
___ (v) The Employer shall not match
amounts provided above in excess
of $______________, or in excess of ___% of the Participant's
Compensation per Plan Year.
___ (vi) No Employer matching credits
provision.
3.3 Employer
Performance Incentive Credits: The Employer may make
performance incentive credits to the
Deferred Compensation Account of each
Active Participant in an amount determined
as follows:
___ (i) Such amount out of the
current or accumulated net profit of the
Employer for such year as the Employer in its sole discretion
shall determine.
___ (ii) Such amount as the Employer in its
sole discretion shall determine
without regard to current or accumulated net profit.
___ (iii) The Employer shall not make
Performance Incentive Credits in
excess of $__________, or in excess of ____% of the
Participant's
Compensation per Plan Year.
X (iv) No Employer performance incentive
credits provision.
---
4.1 Death of a
Participant: If the Participant dies while in Service,
the Employer shall pay a benefit to the
Beneficiary in an amount equal to
the Accrued Benefit of the Participant
determined as of the date payments to
the Beneficiary commence, plus [check if
desired]:
___ (i) An amount to be determined
by the Committee.
___ (ii) A lump sum of $ ____________.
___ (iii) _____ times the annual base
salary of the Participant at his date
of death.
___ (iv) Other [specify]:
________________________________________.
X (v) No additional benefits.
---
4.4.2 Early
Retirement: The Employer may elect to provide for Early
Retirement. If Early Retirement is
permitted, it shall be subject to the
following eligibility requirements [check
desired option and fill in
appropriate blanks]:
___ (i) Completion of _____ Years of
Service.
X (ii) Attainment of age 55 .
---
___ (iii) Completion of _____ Years of
Service and attainment of age ____.
___ (iv) No Early Retirement
provisions.
<PAGE>
5.1 Regular
In-Service withdrawals: [check desired option]:
___ (i) The Employer does elect to
permit regular in-service withdrawals
by a Participant from his Deferred Compensation Account.
X (ii) The Employer does not elect to
permit regular in-service
---
withdrawals by a Participant from his Deferred Compensation
Account.
5.3 "Haircut"
Withdrawals: [check desired option]:
X (i) The Employer does elect to
permit "haircut" withdrawals by a
---
Participant from his Deferred Compensation Account.
Specify percentage (not less than 10%) of amount withdrawn that
shall be forfeited: 10 %
___ (ii) The Employer does not elect to
permit "haircut" withdrawals by a
Participant from his Deferred Compensation Account.
5.4 College
Education Withdrawals: [check desired option]:
___ (i) The Employer does elect to
permit college education withdrawals
by a Participant from his Deferred Compensation Account.
X (ii) The Employer does not elect to
permit college education
---
withdrawals by a Participant from his Deferred Compensation
Account.
6.1 Payment
Options: Any benefit payable under the Plan may be made to
the Participant or his Beneficiary (as
applicable) in any of the following
payment forms, as selected by the
Participant upon his entry into the Plan
[check desired option(s)]:
X (i) A lump sum in cash as soon
as feasible following the date
---
Participant's service with the Employer terminates for any
reason
(including Retirement, Disability or death).
X (ii) Approximately equal annual
installments over a term of 5 or 10
---
years as elected by the Participant upon his entry into the
Plan.
Payment of the benefit shall commence as of the following date
[select desired option]:
___ The first business day of the calendar year following the
date Participant's service with the Employer terminates for
any reason (including Retirement, Disability or death).
___ The first business day of the calendar quarter following
the
date Participant's service with the Employer terminates for
any reason (including Retirement, Disability or death).
X The first business
day of the calendar month following the
--- date Participant's service with the Employer terminates for
any reason (including Retirement, Disability or death).
<PAGE>
The payment of each annual installment shall be made on the
anniversary of the date selected for the commencement of the
installment payments in this subsection (ii). The amount of the
annual installment shall be adjusted on each anniversary date
of
the commencement of the installment payments for credits or
debits
to the Participant's account pursuant to Section 8 of the Plan.
Such adjustment shall be made by dividing the balance in the
Deferred Compensation Account on each such date (following
adjustment on such date) by the number of annual installments
remaining to be paid hereunder; provided that the last annual
installment due under the Plan shall be the entire amount
credited
to the Participant's account on the date of payment.
___ (iii) Other [specify]:
__________________________________
7. Vesting:
(i) Vesting of Employer Matching
Credits: The nonforfeitable
percentage of each Participant in his Accrued Benefit
attributable
to any applicable Employer Matching Credits shall be as follows
[check (a), (b), (c), (d), (e), (f) or (g)]:
___ (a) Immediate 100%
vesting.
X (b) 100% vesting after 5 Years of
Service.
---
___ (c) 100% vesting
at age ____.
___ (d) Number of
Years
Vested
of Service
Percentage
Less than 1
0%
1
20%
2
40%
3
60%
4
80%
5 or more
100%
___ (e) Number
of Years
Vested
of Service
Percentage
Less than 3
0%
3
20%
4
40%
5
60%
6
80%
7 or more
100%
<PAGE>
___ (f) Number
of Years
Vested
of Service
Percentage
Less than 1
%
1
%
2
%
3
%
4
%
5
%
6
%
7
%
8
%
9
%
10 or more
%
___ (g) Not
applicable
In addition, the nonforfeitable percentage
of each Participant in his
Accrued Benefit attributable to any
applicable Employer Matching Credits
__X__SHALL _______SHALL NOT become 100%
vested at the Death, Disability or
Retirement of the Participant, or Plan
Termination.
(ii) Vesting of Employer Performance
Incentive Credits: The
nonforfeitable percentage of each Participant in his Accrued
Benefit attributable to any applicable Employer Performance
Incentive Credits shall be as follows [check (a), (b), (c),
(d),
(e), (f) or (g)]:
___ (a) Immediate 100%
vesting.
___ (b) 100% vesting
after ____ Years of Service.
___ (c) 100% vesting
at age ____.
___ (d) Number of
Years
Vested
of Service
Percentage
Less than 1
0%
1
20%
2
40%
3
60%
4
80%
5 or more
100%
___ (e) Number of
Years
Vested
of Service
Percentage
Less than 3
0%
3
20%
4
40%
5
60%
6
80%
7 or more
100%
<PAGE>
___ (f) Number of
Years
Vested
of Service
Percentage
Less than 1
%
1
%
2
%
3
%
4
%
5
%
6
%
7
%
8
%
9
%
10 or more
%
X (g) Not applicable
---
In addition, the nonforfeitable percentage
of each Participant in his
Accrued Benefit attributable to any
applicable Employer Performance
Incentive Credits ____ SHALL __X__ SHALL NOT become 100% vested
at the
Death or Disability of the Participant.
14. Amendment or Termination of Plan:
[check or complete all that apply]:
___ (i) Notwithstanding any provision in
this Adoption Agreement or the
Plan to the contrary, Section _____ of the Plan shall be
amended to read as follows:
See attached Exhibit ____.
X (ii) The Plan shall be terminated
upon the occurrence of one or more
--- of the
following events [check if desired]:
___ (a) The amount of shareholders equity shown on the
financial statements of the Employer for each of the
two most recent fiscal years is less than $__________.
___ (b) The aggregate net loss (after tax) as reported on the
financial statements of the Employer for the two most
recent fiscal years is greater than $____________.
___ (c) There is a change of control of the Employer. For
this purpose, a "change of control" shall be deemed to
have occurred if: (A) any person other than an officer
who is an employee of the Employer for at least one
year preceding the change of control, acquires or
becomes the beneficial owner, directly or indirectly,
of securities of the Employer representing _____ %
[insert percentage] or more of the combined voting
power of the Employer's then outstanding
securities and thereafter, the membership of the Board
becomes such that a majority are persons who were not
members of the Board at the time of the acquisition of
securities; or (B) the Employer, or its assets, are
acquired by or combined with another entity and less
than a majority of the outstanding voting shares of
<PAGE>
such entity after the acquisition or combination are
owned, immediately after the acquisition or
combination, by the owners of voting shares of the
Employer immediately prior to the acquisition or
combination.
X (d) Other
[specify]:
---
The Board may at anytime terminate the Plan with
respect to new Contributions or in its entirety if the
continuance of the Plan would not be in the best
interest of the Employer.
17.9 Construction: The provisions of the
Plan and Trust (if any) shall be
construed and enforced according to the
laws of the State of Iowa, except to
the extent that such laws are superseded by
ERISA.
IN WITNESS
WHEREOF, this Agreement has been executed as of the
day and year first above stated.
Employers Mutual Casualty Company
---------------------------------
Name of Employer
By: /s/ Douglas J. Zmolek
-------------------------
Authorized Person
NOTE: Execution of this Adoption Agreement
creates a legal liability of the
Employer with significant tax consequences
to the Employer and Participants.
The Employer should obtain legal and tax
advice from its professional
advisors before adopting the Plan. The
Sponsor disclaims all liability for
the legal and tax consequences which result
from the elections made by the
Employer in this Adoption Agreement.
The Plan is adopted by the following
Participating Employers:
Employers Mutual Casualty
-------------------------
Name of Employer
By: /s/ Douglas J. Zmolek
-------------------------
Authorized Person
Modern Life Company
-------------------
Name of Employer
By:
-------------------------
Authorized Person
Farm & City Insurance Co.
-------------------------
Name of Employer
By:
-------------------------
Authorized Person
<PAGE>
THE EXECUTIVE NON-QUALIFIED EXCESS PLAN
PLAN DOCUMENT
TABLE OF CONTENTS
THE EXECUTIVE NON-QUALIFIED EXCESS PLAN
Page
Section 1. Purpose
............................................... 88
Section 2. Definitions
........................................... 88
2.1 "Accrued
Benefit" ..................................... 88
2.2 "Active
Participant" .................................. 88
2.3 "Adoption
Agreement" .................................. 88
2.4
"Adjustment Date" ..................................... 88
2.5
"Beneficiary" ......................................... 88
2.6 "Board"
............................................... 88
2.7 "College
Education Account" ........................... 88
2.8
"Committee" ........................................... 88
2.9 "Compensation"
........................................ 88
2.10 "Deferred
Compensation Account" ....................... 89
2.11 "Dependent
Subaccount" ................................ 89
2.12 "Disability"
.......................................... 89
2.13 "Effective Date"
...................................... 89
2.14 "Eligible
Dependent" .................................. 89
2.15 "Employee"
............................................ 89
2.16 "Employer"
............................................ 89
2.17 "Employer
Matching Credits" ........................... 89
2.18 "Employer
Performance Incentive Credits" .............. 89
2.19 "Independent
Contractor" .............................. 90
2.20 "Normal
Retirement Age" ............................... 90
2.21 "Participant"
......................................... 90
2.22 "Participating
Employer" .............................. 90
2.23 "Plan"
................................................ 90
2.24 "Plan
Administrator" .................................. 90
2.25 "Plan Year"
........................................... 90
2.26 "Qualified
Distribution Event" ........................ 90
2.27 "Regular
In-Service Withdrawals Account" .............. 90
2.28 "Retire" of
"Retirement" .............................. 90
2.29 "Salary Deferral
Agreement" ........................... 90
2.30 "Salary Deferral
Credits" ............................. 91
2.31 "Service"
............................................. 91
2.32 "Sponsor"
............................................. 91
2.33 "Spouse" or
"Surviving Spouse" ........................ 91
2.34 "Trust"
............................................... 91
2.35 "Trustee"
............................................. 91
2.36 "Years of
Service" .................................... 91
Section 3. Credits to Deferred Compensation
Account .............. 91
3.1 Salary
Deferral Credits ............................... 91
3.2 Employer
Matching Credits ............................. 92
3.3 Employer
Performance Incentive Credits ................ 92
Section 4. Qualifiying Distribution Events
....................... 92
4.1 Death of a
Participant ................................ 92
4.2 Disability
............................................ 92
4.3
Termination of Service ................................ 92
4.4 Retirement
............................................ 93
<PAGE>
Section 5. In-Service Withdrawals
................................ 93
5.1 Regular
In-Service Withdrawals ........................ 93
5.2 Financial
Hardship Withdrawals ........................ 94
5.3 "Haircut"
Withdrawals ................................. 95
5.4 College
Education Withdrawals ......................... 95
Section 6. Qualified Distribution Events
Payment Options ......... 96
6.1 Payment
Options ....................................... 96
6.2 Prepayment
............................................ 96
6.3 Benefit
Exchange ...................................... 96
Section 7. Vesting
............................................... 96
Section 8. Account; Deemed Investment;
Adjustment of Accounts .... 96
8.1 Account
............................................... 96
8.2 Deemed
Investments .................................... 96
8.3
Adjustments to Deferred Compensation Accounts ......... 97
Section 9. Administration by Committee
........................... 97
9.1 Membership
of Committee ............................... 97
9.2 Committee
officers; Subcommittee ...................... 97
9.3 Committee
meetings .................................... 98
9.4
Transaction of business ............................... 98
9.5 Committee
records ..................................... 98
9.6
Establishment of rules ................................ 98
9.7 Conflicts
of interest ................................. 98
9.8 Correction
of errors .................................. 98
9.9 Authority
to interpret Plan ........................... 98
9.10 Third party
advisors .................................. 98
9.11 Compensation of
members ............................... 99
9.12 Expense
reimbursement ................................. 99
9.13 Indemnification
....................................... 99
Section 10. Contractual Liability; Trust
.......................... 99
10.1
Contractual Liability ................................. 99
10.2 Trust
................................................. 99
Section 11. Allocation of Responsibilities
........................ 99
11.1 Board
................................................. 99
11.2 Committee
............................................. 100
11.3 Plan
Administrator .................................... 100
Section 12. Benefits Not Assignable;
Facility of Payments ......... 100
12.1 Benefits
not assignable ............................... 100
12.2 Payments
to minors and others ......................... 100
Section 13. Beneficiary
........................................... 101
Section 14. Amendment and Termination of
Plan ..................... 101
Section 15. Communication to Participants
......................... 101
<PAGE>
Section 16. Claims Procedure
...................................... 101
16.1 Filing of
a claim for benefits ........................ 101
16.2
Notification to claimant of decision .................. 102
16.3 Procedure
for review .................................. 102
16.4 Decision
on review .................................... 102
16.5 Action by
authorized representative of claimant ....... 102
Section 17. Miscellaneous Provisions
.............................. 103
17.1 Set off
............................................... 103
17.2 Notices
............................................... 103
17.3 Lost
distributees ..................................... 103
17.4 Reliance
on data ...................................... 103
17.5 Receipt
and release for payments ...................... 103
17.6 Headings
.............................................. 103
17.7
Continuation of employment ............................ 103
17.8 Merger or
consolidation ............................... 104
17.9 Construction
.......................................... 104
<PAGE>
THE EXECUTIVE NON-QUALIFIED EXCESS PLAN
Section 1. Purpose:
By execution of
the Adoption Agreement, the Employer has adopted the
Plan set forth herein to provide a means by
which certain management
Employees and Independent Contractors of
the Employer may elect to defer
receipt of current Compensation from the
Employer in order to provide
Retirement and other benefits on behalf of
such Employees and Independent
Contractors. The Plan is not intended to be
a tax-qualified retirement plan
under Section 401(a) of the Internal
Revenue Code (the "Code"). The Plan is
intended to be an unfunded plan maintained
primarily for the purpose of
providing deferred compensation benefits
for a select group of management or
highly compensated Employees under Sections
201(2), 301(a)(3) and 401(a)(1)
of the Employee Retirement Income Security
Act of 1974.
Section 2. Definitions:
As used in the
Plan, including this Section 2, references to one gender
shall include the other and, unless
otherwise indicated by the context:
2.1 "Accrued Benefit" shall mean, with
respect to each Participant, the
balance credited to his Deferred
Compensation Account.
2.2 "Active Participant" shall mean, with
respect to any day or date, a
Participant who is in Service on such day
or date; provided, that a
Participant who is in Service shall cease
to be an Active Participant
immediately upon a determination by the
Committee that the Participant has
ceased to be an Employee or Independent
Contractor.
2.3 "Adoption Agreement" shall mean the
written agreement pursuant to
which the Employer adopts the Plan. The
Adoption Agreement is a part of the
Plan as applied to the Employer.
2.4 "Adjustment Date" shall mean the date
designated in the Adoption
Agreement for crediting the amount of any
Salary Deferral Credits, Employer
Matching Credits and Employer Performance
Incentive Credits to each Deferred
Compensation Account.
2.5 "Beneficiary" shall mean the person,
persons, entity or entities
designated or determined pursuant to the
provisions of Section 13 of the
Plan.
2.6 "Board" shall mean the Board of
Directors of the Employer, if the
Employer is a corporation. If the Employer
is not a corporation, "Board"
shall mean the Employer.
2.7 "College Education Account" shall mean
the separate account to be kept
for each Participant and to be divided into
one or more Dependent
Subaccounts, as described in Section
5.4.
2.8 "Committee" shall mean the
administrative committee provided for in
Section 9.
2.9 "Compensation" shall have the meaning
designated in the Adoption
Agreement.
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2.10 "Deferred Compensation Account" shall
mean the separate account to
be kept for each Participant, as described
in Sections 3 and 8. To the
extent applicable, the Deferred
Compensation Account may be credited with
Salary Deferral Credits, Employer Matching
Credits and Employer Performance
Incentive Credits.
2.11 "Dependent Subaccount" shall mean each
separate subaccount to be kept
for each Participant as part of his College
Education Account, as described
in Section 5.4. To the extent applicable,
each Dependent Subaccount may be
credited with Salary Deferral Credits,
Employer Matching Credits, and
Employer Performance Incentive Credits.
2.12 "Disability" shall mean the inability
of a Participant to perform his
regular duties with the Employer or any
other duties which the Employer is
willing to assign to him by reason of any
medically determinable physical or
mental impairment that can be expected to
result in death or to be of long
continued or indefinite duration. The
determination of the existence or
nonexistence of Disability shall be made by
the Committee in a
nondiscriminatory manner pursuant to an
examination by a medical doctor
selected or approved by the Committee.
2.13 "Effective Date" shall be the date
designated in the Adoption Agreement
as of which the Plan first becomes
effective.
2.14 "Eligible Dependent" shall mean any
child (including any legally
adopted child) of a Participant who has not
attained age 18 and who the
Participant designates as an Eligible
Dependent in his Salary Deferral
Agreement; provided, however, that the
Committee in its discretion may
approve the designation of an individual
other than the child of a
Participant as an Eligible Dependent.
2.15 "Employee" shall mean an individual in
the Service of the Employer if
the relationship between the individual and
the Employer is the legal
relatio
