-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, VrpgdDatC69Jzv1+G6y8ZsG8M4SCmXlXHwdZySxCZUz4h+PeqVLf5aPQ9P2hZjdY b3oalOiVIwwhkVTrNZS6Jw== 0000018808-95-000012.txt : 199507030000018808-95-000012.hdr.sgml : 19950703 ACCESSION NUMBER: 0000018808-95-000012 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 18 FILED AS OF DATE: 19950630 EFFECTIVENESS DATE: 19950630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL VERMONT PUBLIC SERVICE CORP CENTRAL INDEX KEY: 0000018808 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 030111290 STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-58102 FILM NUMBER: 95551623 BUSINESS ADDRESS: STREET 1: 77 GROVE ST CITY: RUTLAND STATE: VT ZIP: 05701 BUSINESS PHONE: 8027732711 S-8 POS 1 S-8 FILING JUNE, 1995 (Reg. No. 33-58102) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ CENTRAL VERMONT PUBLIC SERVICE CORPORATION (exact name of registrant as specified in its charter) Vermont 03-0111290 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 77 Grove Street Rutland, Vermont 05701 (Address of principal executive offices) CENTRAL VERMONT PUBLIC SERVICE CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN (Full Title of the Plan) Thomas C. Webb With a copy to: President Denise J. Deschenes, Esq. Central Vermont Public Service Primmer & Piper, P.C. Corporation 52 Summer Street 77 Grove Street P.O. Box 159 Rutland, VT 05701 St. Johnsbury, VT 05819 (802) 773-2711 (802) 748-5061 (Name, address and telephone number, including area code, of agent for service) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 6. Indemnification of Directors and Officers. (a) Company By-laws. The amended By-laws of Central Vermont Public Service Corporation contain the following provision for the indemnification of officers, directors and employees: (Replaces previously filed text of Article XI of the Company's By-Laws.) ARTICLE XI. Indemnification of Directors, Officers and Employees Section 1. Permissive Indemnification. To the extent legally permissible, the Company may indemnify any of its Directors, officers and employees who, as a result of such position, was or is a party or is threatened to be made a party to any contemplated, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal against expenses, actually and reasonably incurred by him or her in connection with such action, suit or proceeding. The term Expenses, as used in this Article, includes reasonable attorney's fees, damages, judgments, fines, amounts paid in settlement and costs including the costs of investigation and defense. Such indemnification against Expenses shall be payable only if (a) the Director, officer or employee acted in good faith, (b) the Director reasonably believed: (A) in the case of conduct in the Director's official capacity with the Company, that the Director's conduct was in its best interests; and (B) in all other cases, that the Director's conduct was at least not opposed to its best interests; and (c) with respect to any proceeding brought by a governmental entity, the Director had no reasonable cause to believe his or her conduct was unlawful, and the Director is not finally found to have engaged in a reckless or intentional unlawful act. Notwithstanding the foregoing and except as otherwise provided by law, the Company may not indemnify any Director, officer, or employee for any Expenses in any action by or in right of the Company in which such individual is adjudged liable to the Company. Any indemnification under this section (unless ordered by a court) shall be made by the Company only upon a determination that indemnification of the Director, officer or employee is proper because he or she has acted in good faith in conformance with the applicable standard of conduct as set forth herein. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to such action, suit or proceeding or (b) if such a quorum is not obtainable, by majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties to the action, suit or proceeding may participate), consisting solely of two or more Directors not at the time parties to the action, suit or proceeding; (c) by written opinion of special legal counsel: (A) selected by the Board of Directors or its committee in the manner prescribed in clause (a) or (b); or (B) if a quorum of the Board of Directors cannot be obtained under clause (a) and a committee cannot be designated under clause (b), selected by majority vote of the full Board of Directors (in which selection Directors who are parties to the action, suit or proceeding may participate); or (d) by the shareholders, but shares owned by or voted under the control of Directors who are at the time parties to the action, suit or proceeding may not be voted on the determination. Authorization of indemnification and evaluation as to reasonableness of Expenses shall be made in the same manner provided above as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of Expenses shall be made by those entitled under clause (c) above to select such counsel. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea no nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith in conformance with the applicable standard of conduct as set forth above. Section 2. Mandatory Indemnification. To the extent that a Director, officer or employee of the Company has been wholly successful on the merits or otherwise in defense of any action, suit, proceeding, claim, issue, or matter referred to in Section 1 of this Article, he or she shall be indemnified to the extent legally permissible against Expenses reasonably incurred by him or her in connection therewith. Section 3. Right To Rely On Corporate Information. In discharging his or her duty, any Director, when acting in good faith in conformance with the applicable standard of conduct as set forth above, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (a) one or more officers or employees of the Company whom the Director reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, public accountants, or other persons as to matters the Director reasonably believes are within the person's professional or expert competence; or (c) a committee of the Board of Directors of which the Director is not a member if the Director reasonably believes the committee merits confidence. Section 4. Advance Payment of Expenses. Expenses incurred by a Director, officer or employee in connection with any of the matters with respect to which indemnification may be sought pursuant hereto may be paid from time to time by the Company in advance of the final disposition of any such matter if the following conditions are met: (a) the Director furnishes the Company written affirmation of his or her good faith belief that he or she has met the standard of conduct described in Section 1 of this Article; (b) the Director furnishes the Company a written undertaking, executed personally or on the Director's behalf, to repay the advance if it is ultimately determined that the Director did not meet the standard of conduct; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this subchapter. Determinations and authorizations of payments under this Section 4 shall be made in the manner specified in Section 1 of this Article. The Board of Directors may authorize counsel (which may be either Company counsel or outside counsel) to represent such individual in any action, suit or proceeding, whether or not the Company is a party to such action, suit or proceeding. Section 5. Procedure For Indemnification. Subject to compliance with any applicable procedures in Sections 1 or 4, as the case may be, any indemnification of a Director, officer or employee of the Company or advance of Expenses to such an individual under the terms of this Article shall be made promptly. If the Company unreasonably denies a written request for indemnity or the advance payment of Expenses, either in whole or in part, or if payment in full pursuant to such request is not made promptly, the right to indemnification or advances as granted by this Article shall be enforceable by such individual in any court of competent jurisdiction. Such individual's costs and expenses including reasonable attorney's fees incurred in connection with successfully establishing his or her right to indemnification in any such action shall also be indemnified by the Company. Section 6. Non-Exclusivity of Indemnification Rights. The right of indemnification hereby provided shall not be deemed exclusive of or otherwise affect any other rights to which any individual seeking indemnification may be entitled by law, or under any agreement, vote of stockholders or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 7. Other Organizations. The indemnification provisions of this Article shall extend to any Director, officer or employee who serves at the Company's request as director, officer or trustee of another organization, including, without limitation, an employee benefit plan, in which the Company has or had an interest as a stockholder, creditor, sponsor or otherwise. The right to rely on corporate information conferred in Section 3 of this Article shall also extend to the records, books of accounts and reports of any such other organization of which the individual serves as director, officer or trustee. Section 8. Survival. The foregoing indemnification provisions shall be deemed to be a contract between the Company and each individual who serves in any capacity as a Director, officer or employee of the Company at any time while these provisions are in effect. Except as may otherwise be required as a result of changes in the law governing indemnification of officers, directors and employees of Vermont corporations, any repeal or modification of the foregoing provisions shall not affect any right or obligation then existing and such "contract rights" may not be modified retroactively without the consent of such Director, officer or employee. (b) Indemnity Agreements. In addition to the foregoing By-law provisions, the Company has entered into an Indemnity Agreement with each of its officers and directors. These Agreements implement the By-law provision and may not be amended without the individual's consent. The Agreements also obligate the officer or director to repay any advances by the Company if it is later determined that such officer or director was not entitled to be indemnified. (c) Vermont Law. Chapter 8, subchapter 5 of Title 11A of the Vermont Statutes Annotated provides that indemnification of directors and officers may be provided so long as the director or officer conducted himself or herself in good faith and he or she reasonably believed (I) in the case of conduct in the director's or officer's official capacity, that his or her conduct was in the corporation's best interests, and (ii) in all other cases, that his or her conduct was at least not opposed to the corporation's best interests. Indemnification is not permitted in connection with (I) a proceeding by or in right of the corporation in which the director or officer is adjudged liable to the corporation or (ii) any proceeding in which the director or officer is adjudged liable on the basis that he or she improperly received a personal benefit. (d) Insurance Coverage. The Company maintains a Directors' and Officers' liability policy with the AEGIS Insurance Services, Ltd., which provides coverage for certain liabilities incurred by the Company's officers and directors by virtue of their position with the Company. (e) Commission Policy on Indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 8. Exhibits. (Filed herewith.) * Denotes originally filed in May, 1990, Reg. No. 33-58102, refiling under Rule 102(e) of Regulation S-T. ** Denotes originally filed om February, 1993, Reg. No. 33-58102, refiling under Rule 102(e) of Regulation S-T. EX-4 *(a) Employee Savings and Investment Plan (amended and restated as of January 1, 1989). (a.1) Amendment No. 1 to Central Vermont Public Service Corporation Employee Savings and Investment Plan, dated April 9, 1992. (a.2) Amendment No. 2 to Central Vermont Public Service Corporation Employee Savings and Investment Plan, dated March 8, 1994. (a.3) Amendment No. 3 to Central Vermont Public Service Corporation Employee Savings and Investment Plan, dated June 23, 1995. **(b) Administrative Services Agreement for Central Vermont Public Service Corporation Employee Savings and Investment Plan Company Stock Pooled Account, dated January 1, 1990. **(b.1) Amendment No. 1 to The Administrative Services Agreement for Central Vermont Public Service Corporation Employee Savings and Investment Plan Company Stock Pooled Account, dated August 9, 1990. (b.2) Amendment No. 2 to The Administrative Services Agreement for Central Vermont Public Service Corporation Employee Savings and Investment Plan Company Stock Pooled Account, effective June 19, 1995. (d) Investment Guidelines for IDS Trust Research 150 Collective Equity Fund, dated May 26, 1994 (replaces previously filed Exhibit). **(e) 1989 Amended Declaration of Trust - IDS Trust Collective Investment Funds for Employee Benefit Trusts. dated April 25, 1989. **(f) Amendments to the 1989 Amended Declaration of Trust - IDS Trust Collective Investment Funds for Employee Benefit Trusts dated November 27, 1989, July 1, 1991 and October 28, 1991. (f.1) Amendment to the 1989 Declaration of Trust--IDS Trust Collective Investment Funds for Employee Benefit Trusts, effective January 23, 1992. (g) IDS Trust Collective Cash Fund Summary of Investment Guidelines, dated July 1, 1991. (h) IDS Trust Qualified Plan Services, Administrative Services Agreement effective January 1, 1992. (h.1) Amendment No. 1 to the Qualified Plan Services Administrative Services Agreement, dated October 19, 1994. (h.2) Amendment No. 2 to the Qualified Plan Services Administrative Services Agreement, effective June 28, 1995. EX-23 Consents of Experts and Counsel (a) Consent of Arthur Andersen & Co., Independent Public Accountants. EX-99 Additional Exhibits (a) Enrollment/Change Form. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this amendment to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on the 5th day of June, 1995. CENTRAL VERMONT PUBLIC SERVICE CORPORATION (Registrant) By: /s/ Thomas C. Webb Thomas C. Webb, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities indicated on the 5th day of June, 1995. Frederic H. Bertrand /s/ Frederic H. Bertrand Director Robert P. Bliss, Jr. /s/ Robert P. Bliss, Jr. Director Elizabeth Coleman Director Luther F. Hackett /s/ Luther F. Hackett Director F. Ray Keyser, Jr. /s/ F. Ray Keyser, Jr. Director Mary Alice McKenzie /s/ Mary Alice McKenzie Director Gordon P. Mills /s/ Gordon P. Mills Director James M. Pennington /s/ James M. Pennington Controller and Principal Accounting Officer Preston Leete Smith /s/ Preston Leete Smith Director Robert D. Stout /s/ Robert D. Stout Director Thomas C. Webb /s/ Thomas C. Webb President, Chief Executive Officer and Director Robert H. Young /s/ Robert H. Young Executive Vice President, Chief Operating Officer and Principal Financial Officer (Reg. No. 33-58102) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ___________________ CENTRAL VERMONT PUBLIC SERVICE CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN __________________ EXHIBITS EXHIBIT INDEX Exhibit (Filed herewith.) * Denotes originally filed in May, 1990, Reg. No. 33-58102, refiling under Rule 102(e) of Regulation S-T. ** Denotes originally filed om February, 1993, Reg. No. 33-58102, refiling under Rule 102(e) of Regulation S-T. EX-4 *(a) Employee Savings and Investment Plan (amended and restated as of January 1, 1989). (a.1) Amendment No. 1 to Central Vermont Public Service Corporation Employee Savings and Investment Plan, dated April 9, 1992. (a.2) Amendment No. 2 to Central Vermont Public Service Corporation Employee Savings and Investment Plan, dated March 8, 1994. (a.3) Amendment No. 3 to Central Vermont Public Service Corporation Employee Savings and Investment Plan, dated June 23, 1995. **(b) Administrative Services Agreement for Central Vermont Public Service Corporation Employee Savings and Investment Plan Company Stock Pooled Account, dated January 1, 1990. **(b.1) Amendment No. 1 to The Administrative Services Agreement for Central Vermont Public Service Corporation Employee Savings and Investment Plan Company Stock Pooled Account, dated August 9, 1990. (b.2) Amendment No. 2 to The Administrative Services Agreement for Central Vermont Public Service Corporation Employee Savings and Investment Plan Company Stock Pooled Account, effective June 19, 1995. (d) Investment Guidelines for IDS Trust Research 150 Collective Equity Fund, dated May 26, 1994 (replaces previously filed Exhibit). **(e) 1989 Amended Declaration of Trust - IDS Trust Collective Investment Funds for Employee Benefit Trusts. dated April 25, 1989. **(f) Amendments to the 1989 Amended Declaration of Trust - IDS Trust Collective Investment Funds for Employee Benefit Trusts dated November 27, 1989, July 1, 1991 and October 28, 1991. (f.1) Amendment to the 1989 Declaration of Trust--IDS Trust Collective Investment Funds for Employee Benefit Trusts, effective January 23, 1992. (g) IDS Trust Collective Cash Fund Summary of Investment Guidelines, dated July 1, 1991. (h) IDS Trust Qualified Plan Services, Administrative Services Agreement effective January 1, 1992. (h.1) Amendment No. 1 to the Qualified Plan Services Administrative Services Agreement, dated October 19, 1994. (h.2) Amendment No. 2 to the Qualified Plan Services Administrative Services Agreement, effective June 28, 1995. EX-23 Consents of Experts and Counsel (a) Consent of Arthur Andersen & Co., Independent Public Accountants. EX-99 Additional Exhibits (a) Enrollment/Change Form. EX-4 2 EX-4.4A CENTRAL VERMONT PUBLIC SERVICE CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN Amended and Restated January 1, 1989 January, 1990 INDEX INTRODUCTION ARTICLE I DEFINITIONS ARTICLE II ELIGIBILITY AND MEMBERSHIP ARTICLE III CONTRIBUTIONS ARTICLE IV INVESTMENT AND VALUATION OF MEMBERS' ACCOUNTS ARTICLE V WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT ARTICLE VI LOANS ARTICLE VII RETIREMENT ARTICLE VIII DISABILITY ARTICLE IX DEATH ARTICLE X TERMINATION OF EMPLOYMENT ARTICLE XI METHOD OF PAYMENT ARTICLE XII FUNDING ARTICLE XIII ADMINISTRATION ARTICLE XIV FIDUCIARY RESPONSIBILITIES ARTICLE XV AMENDMENT AND TERMINATION OF THE PLAN ARTICLE XVI TOP HEAVY REQUIREMENTS ARTICLE XVII GENERAL PROVISIONS INTRODUCTION This Plan shall be known as the central Vermont Public service Corporation Employee savings and Investment Plan. The purpose of this Plan is to provide a convenient way for employees of Central Vermont Public service corporation and its affiliates to save on a regular and long-term basis in order to provide benefits payable to an employee upon his retirement, death, disability, termination of employment or on other certain occasions. This Plan constitutes an amendment to, restatement of, and continuation of the Plan as originally effective January 1, 1985. This amendment and restatement is effective January 1, 1989 except to the extent otherwise specifically provided herein. It is intended that the Plan meet the requirements of the Employee Retirement Income Security Act of 1974 to be qualified and exempt under Sections 401(a) and 501(a) of the Internal Revenue code of 1986, as amended from time to time, and meet the requirements of Section 401(k) of the Internal Revenue code of 1986, as amended from time to time. ARTICLE I DEFINITIONS For the purposes of the Plan, the following terms shall have the following meanings unless a different meaning is plainly required by the context: 1.1 "Account" shall mean the credit balance of a Member in the Trust Fund represented by his Pre-Tax Contribution Account and his Matching Employer contribution Account. 1.2 "Affiliated Employer" shall mean any company which is included with the Employer in a controlled group of corporations, as determined in accordance with Section 1563 (without regard to sections (a)(4) and (e)(3)(c) thereof) of the Internal Revenue code of 1986, as it may be amended from time to time, except that for purposes of Section 1563 the phrase "more than 50 percent" shall be substituted for the phrase "at least 80 percent" wherever it appears in said Section. The Employer may from time to time also designate other companies as Affiliated Employers under the Plan. Solely for determining a Member's Years of Service, the following are Affiliated Employers as of the Effective Date: Vermont Yankee Nuclear Power Corporation Connecticut valley Electric company, Inc. Vermont Electric Power Company, Inc. Central Vermont Public Service Corporation - Bradford Hydroelectric, Inc. Central Vermont Public Service Corporation - East Barnet Hydroelectric, Inc. CV Realty, Inc. CV Energy Resources, Inc. CV Energy Services, Inc. CV Champlain Investments, Inc. CV Rumford, Inc. 1.3 "Beneficiary" shall mean the person designated by a Member to receive benefits under the Plan in the event of the Member's death. In the absence of an effective designation at the time of the Member's death, the Beneficiary shall be the spouse of the Member or, if the Member does not have a living spouse, then any benefits payable under the Plan shall be included in the Member's estate. A designation under this Section 1.3 of a Beneficiary who is not the designating Member's spouse is effective only if the Member's spouse consents to the designation in writing, the consent is witnessed by a notary public, and the spouse's consent acknowledges the effect of the designation. Such spousal consent is not required, however, if the Member establishes to the satisfaction of the Committee that the consent may not be obtained because there is no spouse or the spouse cannot be located. Any consent by a spouse (or establishment that consent may not be obtained) is effective only with respect to that spouse. 1.4 "Board" shall mean the Board of Directors of the Employer, as from time to time constituted. 1.5 "Break in Service" shall mean a Computation Period during which an Employee is credited with less than 501 Hours of Service. A break in Service shall not occur if the Employee is still employed by the Employer on the date the Break in service would otherwise occur. 1.6 "Code" shall mean the Internal Revenue Code of 1986 as amended from time to time and any regulations issued thereunder. Reference to any section of the code shall include any successor provision thereto. 1.7 "Committee" shall mean the person or persons designated by the Employer to administer the Plan in accordance with Section 13.1. 1.8 "Compensation" shall mean the basic salary, wages and commissions paid to a Member by the Employer and shall include the Member's Pre-Tax Contribution. Overtime pay, bonuses, directors' fees, reimbursement of expenses and other additional forms of earnings, including contribution made by the Employer to or under any other form of employee benefit program are excluded. Compensation shall also include any payments from the Employer severance pay plan that are determined to be basic salary or wages, such determination being made on a consistent and non- discriminatory basis. In addition to other applicable limitations which may be set forth in the Plan and notwithstanding any other contrary provision of the Plan, Compensation taken into account under the Plan shall not exceed $200,000, adjusted for changes in the cost of living as provided in Section 415(d) of the Internal Revenue Code, for the purpose of calculating a Member's accrued benefit including the right to any optional benefit provided under the Plan) for any Plan Year commencing after December 31, 1988. However, the accrued benefit determined in accordance with this provisions shall not be less than the accrued benefit determined on May 31, 1989 without regard to this provision. Notwithstanding the preceding sentence, the accrued benefit of any Member who is a highly compensated employee, within the meaning of Section 414(q) of the Internal Revenue code, shall be reduced to the extent a benefit has accrued with respect to Compensation in excess of $200,000 during the 1989 Plan Year before the later of the adoption or effective date of this provision. 1.9 "Computation Period" shall mean, for the initial Computation Period the 12-month period commencing with the Employee's Employment Commencement Date. Each subsequent Computation Period shall mean the first full Plan Year after the Employee's Employment Commencement Date and each Plan Year thereafter. 1.10 "Deferred" Retirement Date" shall mean the date on which a Member retires with a deferred retirement benefit under the Plan, as determined in accordance with Section 7.2. 1.11 "Effective Date" shall mean January 1, 1989, the effective date of this amendment and restatement of the Plan. The Plan was originally effective January 1, 1985. 1.12 "Eligible Employee" shall mean an Employee of the Employer who is included in the eligible class described in Section 2.1. 1.13 "Employee" shall mean any person who is employed by the Employer or an Affiliated Employer who is not a member of a collective bargaining unit, unless such unit has been included in the Plan as a result of the collective bargaining process. Employee shall also mean any person employed by the Employer who becomes disabled in accordance with Section 8.1. The term "Employee" shall include any person who performs services for the Employer or an Affiliated Employer as a leased employee as described in section 414(n)(2) of the Code for the purpose of determining the number of Highly Compensated Employees of the Employer and for the purpose of the requirements set forth in Section 414(n)(3) of the Code. Leased employees shall not be eligible to participate in the Plan. In the event that a leased Employee as described in section 414(n)(2) of the code should later become an Employee as defined herein, all employment with the Employer or an Affiliated Employer shall be credited for purposes of determining Years of Service. 1.14 "Employer" shall mean Central Vermont Public Service Corporation and any successor company which shall continue the Plan. 1.15 "Employment Commencement Date" shall be the first day on which an Employee is credited with an Hour of Service. 1.16 "Entry Date" shall mean the Effective Date and each January 1, April 1, July 1, and October 1 thereafter. 1.17 "Fiduciary" shall mean any person who exercises any discretionary authority or discretionary control respecting the management of the Plan, assets held under the Plan or disposition of Plan assets; who renders investment advice for a fee or other compensation, direct or indirect, with respect to assets held under the Plan or has any authority or responsibility to do so; or who has any discretionary authority or discretionary responsibility in the administration of the Plan. Any person who exercises authority or has responsibility of a fiduciary nature as described above shall be considered a Fiduciary under the Plan. 1.18 "Highly Compensated Group" shall mean, subject to the provisions of Section 414(q) of the Internal Revenue code, the group made up of each Employee eligible to participate in the Plan under Article II who at any time during the current or preceding Plan Year: (a) was a 5% owner (as defined in Section 416(i)(1) of the Code) of the Employer or Affiliated Employer, (b) received Compensation from the Employer or Affiliated Employer in excess of $75,000 (as indexed pursuant to applicable regulations under the Internal Revenue code), (c) received Compensation from the Employer or Affiliated Employer in excess of $50,000 (as indexed pursuant to applicable regulations under the Internal Revenue Code) and was in the group consisting of the top 20% of all Employees when ranked on the basis of Compen- sation received during such Plan Year, or (d) was at any time an officer who received compensation in excess of 50% of the amount in effect under Section 415(b)(1)(A) of the Internal Revenue code for such Plan Year. Any such Eligible Employee not described in paragraphs (b), (c), and (d) above for the preceding Plan Year shall not be a member of the Highly compensated Group if he is not one of the top 100 Employees when ranked by compensation for the Plan Year in question. For purposes of this Section 1.18, "Compensation" shall mean compensation as defined in section 414(q)(7) of the Code and each member of the Highly Compensated Group as defined herein may be referred to as a "Highly Compensated Employee" throughout this Plan. 1.19 "Hour of Service" shall mean: (a) Each hour for which an Employee is directly or indirectly paid, or entitled to payment by the Employer or Affiliated Employer for the performance of duties. The hours shall be credited to the Employee for the Computation Period or Periods in which the duties are performed; and (b) Each hour for which an Employee is directly or indirectly paid, or entitled to payment, by the Employer or Affiliated 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; provided, however, that no more than 501 Hours of Service shall be credited to an Employee on account of any single continuous period during which the Employee performs no duties. In addition, no Hours of Service shall be credited to an Employee for a payment which solely reimburses the Employee for medically related expenses incurred by the Employee or which is made or due under a plan maintained solely for the purpose of complying with applicable workers' compensation, unemployment compensation or disability insurance laws. These hours shall be credited to the Employee for the Computation Period or Periods in which payment is made or amounts payable to the Employee became due; and (c) Each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by the Employer or an Affiliated Employer, provided that no more than 501 Hours of Service shall be credited to an Employee on account of any single continuous period during which the Employee performs no duties. Such hours shall 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; and (d) Each hour not already included under clause (a), (b) or (c) above during which an Employee is on a maternity or paternity leave of absence; provided, however, that no more than 501 Hours of Service shall be credited to an Employee on account of any single period of maternity or paternity leave of absence, such Hours of service to be credited in the Plan Year in which the leave begins, if necessary to avoid a Break in Service, or otherwise in the next Plan Year; and (e) Each hour for which an Employee is not directly or indirectly paid by the Employer or Affiliated Employer during periods of approved leave of absence (including service in the Armed Forces of the United States or Canada); provided, however, that such Employee returns to employment following such period of absence. These hours shall be credited to the Employee in accordance with Treasury Department Regulations. The above provisions shall be construed so as to resolve any ambiguities in favor of crediting Employees with Hours of Service. (f) An absence from work for "maternity or paternity leave" means an absence (1) by reason of the pregnancy of the individual, (2) by reason of the birth of a child of the individual, (3) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (4) for the purposes of caring for such child for a period beginning immediately following such birth or placement. 1.20 "Matching Employer Contribution" shall mean the Employer contribution made on behalf of a Member pursuant to Section 3.2. 1.21 "Matching Employer Contribution Account" shall mean a Member's interest in the Trust Fund attributable to Matching Employer contributions. 1.22 "Member" shall mean any Employee of the Employer who has met the requirements for, and elected to participate in, the Plan and whose participation has not been suspended or terminated as provided in the Plan. 1.23 "Normal Retirement Date" shall mean a member's 65th birthday. 1.24 "Plan" shall mean the Central Vermont Public Service Corporation Employee Savings and Investment Plan as described herein and as it may be amended from time to time. 1.25 "Plan Year" shall mean the 12-month period beginning January 1 and ending on the following December 31. 1.26 "Pre-Tax Contribution" shall mean the contribution made on behalf of a Member pursuant to Section 3.1. 1.27 "Pre-Tax Contribution Account" shall mean a Member's interest in the Trust Fund attributable to Pre-Tax Contributions. 1.28 "Rollover Contribution" shall mean a contribution made by a Member pursuant to Section 3.11. 1.29 "Rollover Contribution Account" shall mean a Member's interest in the Trust Fund attributable to Rollover contributions. 1.30 "Trust Fund" shall mean all assets held by the Trustee in accordance with this Plan. 1.31 "Trustee" shall mean the individual, individuals or institution appointed by the Board of Directors of Central Vermont Public Service Corporation to act in accordance with the applicable provisions of the Plan. 1.32 "Valuation Date" shall mean the end of each month and any other date designated as a Valuation Date by the Committee. 1.33 "Years of Service" shall mean a 12-month period commencing on an Employee's Employment Commencement Date and each anniversary thereof, or any Plan Year, during which an Employee is credited with 1,000 or more Hours of Service. ARTICLE II ELIGIBILITY AND MEMBERSHIP 2.1 Eligible Class. Each Employee shall become an Eligible Employee on the first Entry Date coinciding with or otherwise next following the date on which he completes one Year of Service. 2.2 Enrollment Procedure. After meeting the requirement of Section 2.1 above, an Employee may elect to participate in the Plan, beginning on any Entry Date, by authorizing contributions from his Compensation in accordance with Section 3.1. Such authorization and direction shall be on a form to be provided by the Committee and shall be signed by the Employee and delivered to the Committee at least 20 days prior to such Entry Date, unless a longer period may be specified by the Committee according to such uniform and nondiscriminatory rules as it may adopt. 2.3 Reemployment. An Eligible Employee whose employment ceases and who is subsequently reemployed shall be reinstated as an Eligible Employee on the Entry Date coincident with or next following the reemployment date on which he completes one Hour of Service with the Employer. A terminated Employee who was not an Eligible Employee and who did not service, and who resumes active employment with the Employer shall retain the Hours of Service he had prior to his date of termination and shall become an Eligible Employee in accordance with Section 2.1. A terminated Employee who was not an Eligible Employee on his termination date, who incurs a break in Service and who resumes employment with the Employer shall be treated as a new Employee. CONTRIBUTIONS 3.1 Amount of contributions. An Eligible Employee may authorize the Employer to make a Pre-Tax contribution on his behalf of from 1% to 15% of his Compensation in multiplies of 1 percent. Such Pre-Tax Contribution shall continue until the Member terminates employment with the Employer, ceases to be an Eligible Employee or suspends or changes the Pre-Tax Contribution in accordance with Sections 3.5 and 3.6. The above notwithstanding, effective January 1, 1987, an Eligible Employee may not authorize a Pre-Tax contribution percentage that would result in Pre-Tax Contributions exceeding $7,000 per calendar year. This $7,000 limit will be adjusted, commencing in 1988, pursuant to Section 402(j)(5) of the code. In the event an Employee's Pre-Tax Contributions should exceed the above limit for a calendar year, the excess, plus any investment earnings and less any losses allocable thereto, shall be returned to the Employee by no later than April 15 following the calendar year for which the excess contribution was made. In the event an Employee's Pre-Tax Contributions for a calendar year under this Plan, together with his Pre-Tax Contributions under another plan which meets the requirements of Section 401(k) of the Internal Revenue Code, exceed the $7,000 limit as adjusted, the Employee may treat a portion of such excess as having been contributed to this Plan and request a return of such excess, plus any investment earnings and less any loss allocable thereto. Any such request shall be made no later than March 1 following the calendar year for which the excess contribution was made and the return of such excess shall be made no later than the immediately following April 15. Contributions shall be rounded to the nearest whole dollar or other amounts acceptable to the Committee and shall begin with the first payroll period commencing on or after the Entry Date on which the Eligible Employee becomes a Member in the Plan. 3.2 Matching Employer Contributions. The Employer shall contribute for each Member, 100% of the first 3% of Compensation with respect to which the Member authorizes a Pre-Tax contribution. 3.3 Reduction in Compensation. A Member's Compensation shall be reduced by the amount of any Pre-Tax Contribution made on his behalf, except that the amount of any Pre-Tax Contribution shall be computed by applying the applicable percentages before his compensation is reduced. 3.4 Remittance of Contributions. The Employer shall remit the Pre-Tax Contributions hereunder to the Trustee as soon as practicable after each month or more frequently, at the Employer's discretion. The Matching Employer Contributions shall be remitted to the Trustee no later than 30 days following the federal tax filing deadline for the Employer's taxable year within which the Plan Year ends. 3.5 Change in Amount of Contributions. A Member may change, effective as of any Entry Date, the percentage of his Compensation that he has authorized as his Pre-Tax contribution, to another permissible percentage by giving at least 20 days' prior written notice to the Committee. In the event of a change in the compensation of a Member, the percentage of his Compensation that he has authorized as his Pre-Tax contribution currently in effect shall be applied as soon as practicable with respect to such changed Compensation without action by the Member. This paragraph shall include an Eligible Employee who received no Compensation during an approved leave of absence and such Employee shall be eligible to authorize the Employer to make Pre-Tax Contributions on his behalf effective as of the first day of the payroll period coincident with or next following the date on which such Employee returns from the approved leave of absence. 3.6 Suspension of contributions. A Member may suspend his Pre-Tax Contribution at any time providing the committee at least 20 days' advance written notice of such suspension. A Member who has suspended a Pre-Tax contribution may resume his Pre-Tax Contributions on any Entry Date following the date of suspension by authorizing a Pre-Tax Contribution in accordance with Section 3.1 and by providing the Committee with 20 days' advance written notice. 3.7 Limit on Amount of and Return of Pre-Tax contributions In Certain Instances. (a) For each Plan Year beginning on or after January 1, 1987, the "average deferral percentage" authorized by the Highly Compensated Group as Pre-Tax Contributions must meet one of the following tests: (i) The "average deferral percentage" of the Highly Compensated Group may not exceed 1.25 multiplied by the average deferral percentage of all Eligible Employees who are not in such group, or (ii) The "average deferral percentage" of the Highly Compensated Group may not exceed 2.0 multiplied by the average deferral percentage of all other Eligible Employees who are not in such group, subject to a maximum differential of two percentage points. (b) The "average deferral percentage" for a specified group for a Plan Year shall mean the average of the ratios (calculated separately for each Eligible Employee in such group) of (i) over (ii) where: (i) equals the sum of the Pre-Tax Contributions made on behalf of the Eligible Employee for the Plan Year pursuant to Section 3.1; and (ii) equals the Eligible Employee's compensation for such Plan Year as defined in Section 414(s) of the Internal Revenue Code. For purposes of the foregoing, only Pre-Tax contributions allocated to the Member's Pre-Tax Contribution Account on a date within a Plan Year and paid to the Fund within 12 months following the close of such Plan Year shall be considered in determining his "deferral percentage" for such Plan Year. In addition, only Pre-Tax contributions which are attributable to the Compensation an Eligible Employee receives from the Employer during a Plan Year or earned during the Plan Year and received within two and one-half months following the close of such Plan Year shall be considered in determining the Eligible Employee's deferral percentage for such Plan Year. For purposes of determining the deferral percentage of a Member who is a five percent owner or one of the ten most highly-paid in the Highly Compensated Group, the Pre-Tax contributions and Compensation of such Member shall include the Pre-Tax Contributions and Compensation for the Plan Year of "family members" (as defined in Section 414(q)(6) of the Code). Family members, with respect to such Highly Compensated Employees, shall be disregarded as separate Employees in determining the average deferral percentage both for Eligible Employees who are non-Highly Compensated Employees and for Eligible Employees who are Highly Compensated Employees. (c) From time to time, the Committee shall review the Pre-Tax Contributions authorized by Eligible Employees. If, upon such review, the Committee determines that the average percentage of such Pre-Tax contributions applicable to the Highly compensated Group exceeds or is likely to exceed the maximum average percentage necessary to comply with the above rules, the Committee may reduce the Pre-Tax Contributions of the Highly Compensated Group, to the extent necessary to comply with such rules. Such reduction shall be effected by successive reductions of the highest Pre-Tax contribution percentage authorized by one or more Members of the Highly compensated Group until the average percentage applicable to the Highly Compensated Group does not exceed the maximum average percentage referred to above. If after the end of the Plan Year the Committee determines that the Pre-Tax Contributions made on behalf of Highly Compensated Employees are in excess of the amounts allowed under (a)(i) and (a)(ii) above, the Committee shall return any Pre-Tax Contributions in excess of the amount permitted above, together with any investment earnings and less any losses allocable thereto to the Member until the rules in either (a)(i) or (a)(ii) above are met. Such "excess contributions" shall be distributed within two and one-half months, if practicable, following the end of the Plan Year in which such Pre-Tax Contributions were made and, in any event, no later than the close of the following Plan Year. (d) For purposes of determining the investment earnings or losses to be distributed pursuant to the foregoing paragraph (c) the following rules shall apply: The investment earnings or losses allocable to Pre-Tax Contributions is the sum of: (1) earnings or losses allocable to the portion of the Member's Account attributable to his Pre-Tax Contributions for the Plan Year multiplied by a fraction, the numerator of which is the Pre-Tax Contributions to be distributed to the Member for the year and the denominator is the Member's Account balance attributable to Pre-Tax Contributions without regard to any investment earnings or losses occurring during such Plan Year and (2) ten percent of the amount determined under (1) multiplied by the number of whole calendar months between the end of the Plan Year and the date of distribution, counting the month of distribution if distribution occurs after the 15th of such month. In the case of an Eligible Employee who is subject to the family aggregation rules of section 414(q)(6) of the Internal Revenue Code because of a five percent owner of the Employer (or Affiliated Employer) or of one of the ten most Highly Compensated Employees, the determination of and return of excess Pre-Tax Contributions under this Section 3.7 shall be made in accordance with the family aggregation rules of Section 401(k) of the Internal Revenue code and pertinent regulations thereunder. 3.8 Limit on Amount of and Return of Matching Employer Contributions in Certain Instances. (a) For each Plan Year beginning on or after January 1, 1987, the "average contribution percentage" of the Highly Compensated Group must meet one of the following tests: (i) The "average contribution percentage" of the Highly Compensated Group may not exceed 1.25 multiplied by the "average contribution percentage" of all Eligible Employees who are not in such group. (ii) The "average contribution percentage" of the Highly Compensated Group may not exceed 2.0 multiplied by the "average contribution percentage" of all other Eligible Employees who are not in such group, subject to a maximum differential of two percentage points. (b) For purposes of this Section 3.8, "average contribution percentage" for a specified group means the average of the ratios (calculated separately for each Eligible Employee in such group) of (i) over (ii) where: (i) equals the sum of the Matching Employer Contributions made on behalf of the Eligible Employee for the Plan Year; and (ii) equals the Eligible Employee's compensation for such Plan Year as defined in Section 414(8) of the Code. For purposes of determining the contribution percentage of an Eligible Employee who is a five percent owner or one of the ten most highly-paid Highly Compensated Employees, the Matching Employer contributions and Compensation of such Eligible Employee shall include the Matching Employer Contributions and Compensation for the Plan Year of "Family Members" (as defined in Section 414(g)(6) of the Code). Family members, with respect to Highly Compensated Employees, shall be disregarded as separate Employees in determining the contribution percentage both for Eligible Employees who are non-Highly compensated Employees and for Eligible Employees who are Highly Compensated Employees. If, for any Plan Year the average contribution percentage for the Highly Compensated Group exceeds the limits set forth in (a)(i) and (a)(ii) above, the excess aggregate contributions (as defined in Section 401(m)(6)(B) of the Code) shall be distributed (or forfeited, if applicable) to the Highly Compensated Group within two and one-half months, if practicable, following the end of the Plan Year in which such contributions were made, and, in any event no later than the close of the following Plan Year. Any excess aggregate contributions shall be distributed so that the Matching Employer Contributions made during the Plan Year to Highly Compensated Employees shall be distributed to such Highly Compensated Employees (in the order of the highest percentages first) until there are no remaining excess aggregate contributions or until there are no Matching Employer Contributions which can be distributed; (c) The excess aggregate contributions to be distributed to a Member shall be adjusted for investment earnings or losses applicable thereto, but shall in no event be less than the lesser of (i) the Member's Account under the Plan and (ii) the Member's Matching Employer Contributions for the Plan Year. (d) For purposes of determining the investment earnings or losses to be distributed pursuant to the foregoing paragraphs, the following rules shall apply: The investment earnings or losses is the sum of: (1) investment earnings or losses allocable to the Member's Matching Employer Contribution Account for the Plan Year multiplied by a fraction, the numerator of which is Matching Employer Contributions to be returned to the Member for the year and the denominator is the Member's Matching Employer contribution Account balance without regard to any investment earnings or losses occurring during such Plan Year; and (2) ten percent of the amount determined under (1) multiplied by the number of whole calendar months between the end of the Plan Year and the date of distribution, counting the month of distribution if distribution occurs after the 15th of such month. (e) In the case of an Eligible Employee who is subject to the family aggregation rules of Section 414(q)(6) of the Internal Revenue Code because he is a member of a family of a five percent owner of the Employer (or Affiliated Employer) or of one of the ten most Highly Compensated Employees, the determination of and return of excess aggregate contributions under this section shall be made in accordance with the family aggregation rules of Section 401(m) of the Internal Revenue Code and pertinent regulations thereunder. 3.9 Maximum Annual Additions. Any provision of the Plan to the contrary notwithstanding, in no event shall the sum of the Annual Additions to a Member's Account for any Plan Year under this or any other qualified defined contribution plan maintained by the Employer or Affiliated Employer, which is included with the Employer in a controlled group of corporations pursuant to Section 1.2, exceed the lesser of (a) 25% of a Member's annual earnings (as defined by Treasury Regulations under section 415 of the Internal Revenue code) from the Employer (or Affiliated Employer) and (b) $30,000, subject to a cost-of-living adjustment as provided by Treasury Regulations under Section 415 of the Internal Revenue Code. In the event an Annual Addition in excess of the lesser of (a) or (b) is allocated to a Member for a Plan Year, such excess shall be deducted from the Member's Account (as determined by the committee) and held in a suspense account which shall be applied to reduce the Matching Employer contributions for the following Plan Year (and succeeding Plan Years, as necessary) for all Members. No Matching Employer contributions and no Pre-Tax Contributions, which would constitute Annual Additions will be made to the Plan for any period during which a suspense account is in existence. In the event any amounts are deducted from a Member's Account attributable to Pre-Tax Contributions to meet the requirements of this Section 3.9, the Employer (or Affiliated Employer) shall directly reimburse the Member for the amount so deducted. In the case of a Member who has participated or is participating in a defined benefit plan maintained by the Employer or an Affiliated Employer, the sum of the defined benefit fraction and the defined contribution fraction for any calendar year shall not exceed 1.0, where the defined benefit fraction and the defined contribution fraction are determined as follows: (a) The defined benefit fraction is a fraction with a numerator equal to the Member's projected annual retirement benefit under the defined benefit plan as of the close of the calendar year, and a denominator equal to the lesser of (i) 1.25 multiplied by the dollar limitation in effect under Section 415(b)(1)(A) of the Code for such year, or (ii) 1.4 multiplied by 100% of the Member's earnings which may be taken into account under Section 415(b)(l)(s) of the Code for such year. In determining the fraction described above, in no event shall the projected annual benefit of the Member be less than the benefit accrued under the defined benefit plan as of the lait day of the plan year beginning in 1982, and such accrued benefit shall be substituted for the absolute dollar amount described in Section 415(b)(1)(A) of the Code if greater than such absolute dollar amount. (b) The defined contribution fraction is a fraction with a numerator equal to the sum of the Member's Annual Additions to the close of the calendar year and a denominator equal to the sum for each calendar year of the Member's employment with the Employer or Affiliated Employer of the lesser of (i) 1.25 multiplied by the amount determined in accordance with Section 415(c)(1)(A) of the Code for each such year, or (ii) 1.4 multiplied by 25% of the Member's Section 415 earnings for each such year. For the purpose of applying this Section 3.9, all defined benefit plans and all defined contribution plans now or previously maintained by the Employer and Affiliated Employers shall be aggregated. In the event the sum of (a) and (b) above exceeds 1.0 for any limitation year, the Employer shall limit the benefits under the defined benefit plan if such plan 90 allows, and then reduce or limit benefits under this Plan if required, provided that such reduction or limitation shall be made in a non-discriminatory manner. 3.10 Annual Addition. Effective January 1, 1987, the Annual Addition with respect to a Member for any Plan Year shall be the sum of the following amounts allocated to his Member Account for the Plan Year: (a) Matching Employer Contributions, plus (b) Pre-Tax Contributions, plus (c) Any amount applied from the suspense account, plus (d) Any amount which is considered an Annual Addition under any other defined contribution plan maintained by the Employer (or Affiliated Employer which is included in a controlled group of corporations with the Employer pursuant to Section 1.2), plus (e) Excess contributions, excess aggregate contributions, and excess deferrals as defined in Internal Revenue code Sections 401(k)(8)(B), 401(m)(6)(s) and 402(g), respectively, plus (f) Amounts described in Internal Revenue Code Sections 415(1)(1) and 419A(d)(2) 3.11 Rollover Contributions. A Rollover Contribution means a transfer of funds by an Employee from a plan maintained by another company to this Plan. Such transfer may also be made from an Individual Retirement Account if it involves funds which were previously held in a plan qualified under Section 401(a) of the Code. A Rollover contribution may be made by any Employee, including one who has not yet met the requirements of Sections 2.1 and 2.2. The prerequisites for Rollover Contributions to this Plan are as follows: (a) written consent by the Committee; (b) payment of the entire distribution in cash; (c) submission to the Committee of a letter from the Employee's former employer stating that the distribution to the Employee is from a plan qualified under section 401(a) of the code, is being made on account of the Employee's severance of employment or termination of the plan, and represents the full amount payable to the Employee from the Plan (excluding employee contributions); and (d) a written statement by the Employee to the Committee that the Rollover contribution would be made to this Plan within sixty (60) days of his receipt of the distribution from the other qualified plan or from a qualified Individual Retirement Account, that the Rollover contribution to the best of his knowledge, meets all applicable requirements for such contributions, and that he understands the provisions of this Section 3.11 which govern the investment and eventual distribution of such Rollover contributions under this Plan. An Employee's Rollover contribution shall be credited to his Rollover Contribution Account and his rights with respect to the value of such contribution shall be the same as his Pre-Tax Contribution Account under the Plan. The Rollover contribution shall be invested at the Employee's discretion in accordance with the rules in Article IV. 3.12 Return of Employer Contributions. Notwithstanding any provision of this Plan, a Pre-Tax Contribution or a Matching Employer Contribution may be returned to the Employer if, (a) the contribution was made by reason of a mistake or fact, or (b) the contribution was conditioned upon its deductibility for income tax purposes and the deduction was disallowed, and (c) the return to the Employer of the amount involved occurs within one year of the mistaken payment of the contribution or the disallowance of the deduction, as the case may be. Contributions may be returned even if such contributions have been allocated to the Account of a Member which is non-forfeitable and it is necessary to adjust said Account to reflect the return of contributions. The amount which may be returned to the Employer is the excess of the amount contributed over the amount that would have been contributed had there not occurred the circumstances causing the excess. Earnings attributable to the excess contribution may not be returned to the Employer, but losses thereto shall reduce the amount to be 90 returned. Furthermore, if the withdrawal of the amount attributable to the excess contribution would cause the balance of the Account of any Member to be reduced to less than the balance which would have been in the Account had the excess amount not been contributed, then the amount to be returned to the Employer shall be limited to avoid such reduction. The Employer shall directly reimburse a Member for any Pre-Tax Contribution amount deducted from such Member's Account pursuant to the provisions of this Section 3.12. ARTICLE IV INVESTMENT AND VALUATION OF MEMBERS' ACCOUNTS 4.1 Establishment of Member Accounts. The Committee shall establish and maintain a separate accounting for each Member which shall reflect all Pre-Tax contributions by the Member, all Rollover contributions by the Member, all Matching Employer Contributions by the Employer and any other accounting which the Committee shall consider necessary to carry out the purposes of this Plan. 4.2 Investment of Contributions. Each Member shall direct, at the time he elects to participate in the Plan, that the contributions from his Compensation be invested in multiplies of 1% in Funds A, B, or c. Effective April 1, 1990, each Member may also direct that his contributions from his Compensation be invested in multiples of 1% in two additional Funds, D and E. Matching Employer contributions made on his behalf will be invested in the same manner as the Pre-Tax contributions from his Compensation. Funds A, B, C, D and E are described below: Fund A - This fund is to be invested in a combination of Guaranteed Investment Contracts (GIC's) and in high quality money market investments. The GIC's will be issued for a fixed period of time, usually two to five years with the insurance company promising to pay a stated rate of interest over the life of the contract. The money market investments will consist primarily of bank Certificates of Deposits (CD's) and U.S. Government obligations, such as T-Bills. Fund B - This fund shall be comprised primarily of common stock, convertible notes, convertible debentures or preferred stock, debentures accompanied by warrants to purchase common or capital stock, and other equity investments. Fund C - This fund shall be comprised primarily of the common stock of the Employer. Shares will provide full voting rights and rights of ownership for the Member. Any shares held in this Fund C that are not voted by the Members shall be voted by the Trustee in the same proportion as those shares that are voted by the Members. Fund D - This fund shall be primarily comprised of common stock of domestic companies which show potential for significant growth in fields that exhibit excellence and the potential for dynamic economic and technical changes. This fund may also invest in securities of foreign issuers, cash or cash equivalents, highly quality short-term corporate notes and obligations, and futures contracts and options. Fund E - This Fund will be primarily invested in common stock of domestic companies. The fund will hold a proportionate number and weighting of those stocks which comprise the Standard & Poor's 500 Index. 4.3 Change in Investment Options. Any investment direction given by a Member shall continue in effect until changed by the Member. A Member may change his investment direction as to future Pre-Tax Contributions and Matching Employer Contributions effective as of any Entry Date by giving at least 20 days' advance written notice of the change to the Committee. Effective April 1, 1990, a Member may change his investment direction as to future Pre-Tax Contributions and Matching Employer Contributions at any time. In addition, a Member may change the investment allocation of his existing Account effective as of any Entry Date, by providing the Committee with 20 days' advance written notice of the change. Effective April 1, 1990, a Member may change the investment allocation of his existing Account at any time. 4.4 Other Investment Rules. The following rules shall govern all aspects of this Article: (a) Any investment direction given by a Member shall continue in effect for the Member's entire Account until changed by the Member. (b) In the absence of any written designation of investment preference, the Trustee shall invest all funds received on behalf of any such Member in Fund A. (c) Notwithstanding any instruction from any Member for investment of funds as provided in this Section, the Trustee shall have the right to hold uninvested, or invested in short-term fixed income investments, any funds intended for investment or reinvestment as otherwise provided in this Section for such time as the Trustee, in its sole discretion, deems advisable. (d) The Committee may limit changes otherwise permitted hereunder in the investment allocation of a Member's Account to the extent a change is precluded as a result of a temporary period of adverse liquidity with respect to a fund or to the extent a change would adversely affect the investment return of Accounts of other Members. 4.5 Valuation of Funds. The funds shall be valued by the Trustee as of each valuation Date on the basis of its fair market value. 4.6 Valuation of Accounts. On the basis of each valuation, Members' Accounts shall be adjusted to reflect the contributions, withdrawals, loans, distributions, income, realized and unrealized gains and losses, and expenses applicable to the fund or funds where such Accounts are invested since the preceding Valuation Date. such adjustments shall be based upon the proportion that each Member's Account invested in a fund ARTICLE V WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT 5.1 Non-Hardship Withdrawals. A Member or inactive Member who has attained age 59-1/2 may withdraw all or a portion of his Account for any reason. A Member who has not attained age 59-1/2 may withdraw all or a portion of his Matching Employer Contribution Account, except that no withdrawal shall be made from the portion of his Account attributable to Matching Employer contributions made on his behalf during the two-year period preceding the withdrawal unless (a) he commenced participation in the Plan five or more years prior to the date of the withdrawal or (b) the withdrawal is necessary to meet a financial hardship as defined in Section 5.3. A maximum of one withdrawal may be made in accordance with this Section 5.1 in any Plan Year. 5.2 Hardship Withdrawals. A Member shall have the right to withdraw all or a portion of the balance of his Pre-Tax Contribution Account, Rollover Contribution Account and Matching Employer Contribution Account to the extent necessary to meet a financial hardship resulting from medical expenses of the Member or his immediate family, the purchase of a primary residence for the Member or his immediate family, education of the Member or his immediate family, expenses related to a death in the Member's immediate family, or loss of the Member's earnings occasioned by illness or injury. The above notwithstanding, a Member who has not attained age 59-1/2 may not withdraw that portion of his Pre-Tax contribution Account which is attributable to investment earnings which are credited to such Account after December 31, 1988. Prior to April 1, 1989, the Committee shall determine, in a uniform and non-discriminatory manner, whether a financial hardship exists to warrant a withdrawal under this Section 5.2, and if such hardship exists, the amount of the withdrawal necessary to meet the hardship. Effective April 1, 1989, the Committee shall determine whether a financial hardship exists in accordance with Section 5.3. 5.3 Determination of Financial Hardship. For the purposes of this Article V, effective April 1, 1989, a financial hardship shall mean an immediate and heavy financial need that cannot be satisfied from other resources of the Employee. (a) The following conditions shall be deemed to cause a financial hardship: (i) uninsured medical expenses described in Section 213(d) of the Internal Revenue Code incurred by the Employee and/or his dependents; (ii) the purchase of the Employee's principal residence, excluding mortgage payments thereon; (iii) tuition payments for the next semester or quarter of post-secondary education for the Employee and/or his dependents; and (iv) the need to prevent eviction from, or mortgage foreclosure on, the Employee's principal residence. In addition to the conditions listed above, the Committee shall reserve the right to determine whether a financial hardship exists based on the facts and circumstances of the situation, and such determination shall be made on a uniform and nondiscriminatory (b) Effective April 1, 1989, an Employee shall be deemed to lack other resources to satisfy the financial hardship if the following conditions are satisfied: (i) the Employee has withdrawn all amounts available as a non-hardship withdrawal under all of the Employer's (or Affiliated Employer's) qualified plans; (ii) the Employee has borrowed any amounts available to him pursuant to Article VI; (iii) if any portion of a hardship withdrawal is from the Employee's Pre-Tax Contribution Account, the Employee's Pre-Tax Contributions to the Plan are suspended for the 12-month period immediately following the date of the hardship withdrawal; (iv) if any portion of a hardship withdrawal is from the Employee's Pre-Tax Contribution Account, the Employee's maximum Pre-Tax Contribution permitted under Section 3.1 for the Plan Year following the Plan Year in which the hardship withdrawal was made is reduced by the amount of the Employee's Pre-Tax Contributions made during the Plan Year in which the hardship withdrawal occurred; and (v) the amount of the withdrawal does not exceed the amount necessary to meet the Employee's financial hardship. 5.4 Rules Relating to Withdrawals. (a) A Member or inactive Member shall request a withdrawal hereunder by providing the Committee with at least 20 days' advance written notice of the withdrawal. (b) Payment to a Member or inactive Member of a withdrawal pursuant to this Article V shall be effective as of the valuation Date coinciding with or next following the date the Committee approves the withdrawal and will be payable in a lump sum as soon as practicable thereafter. (c) A withdrawal pursuant to this Article V shall only by payable in cash. (d) The minimum amount to be withdrawn under this Article V shall not be less than $500, except that a Member may elect to withdraw his entire vested Account subject to the rules of this Article V. (e) To the extent permitted by the rules of this Article V, withdrawals shall be made from a Member's Account from first his Matching Employer Contribution Account, second from his Rollover Contribution Account, and third from his Pre-Tax Contribution Account. (f) Prior to the attainment of age 59-1/2, a Member or inactive Member shall not be permitted to withdraw earnings credited on and after January 1, 1989 attributable to his Pre-Tax Contributions. (g) A withdrawal shall be debited to Funds A, B, C, D and E in the same proportion as such Account is then invested in Funds A, B, C, D and E. (h) The Committee shall maintain a separate accounting with respect to each portion of a Member's Account which may be withdrawn pursuant to this Article V. ARTICLE LOANS 6.1 Conditions For Loans. A Member shall have the right to borrow all or a portion of the balance of his Pre-Tax Contribution Account, Rollover Contribution Account and Hatching Employer Contribution Account for any reason. A Member shall have a maximum of one loan outstanding in accordance with this Article VI at any one time. 6.2 Loan Terms. Any loan made in accordance with Section 6.1 prior to October 18, 1989 will be evidenced by a promissory note payable by the Member to the Plan and will be secured by the Member's Account under the Plan. The aggregate of the principal at any time outstanding as a loan shall not exceed the greater of: (a) 100% of his Pre-Tax contribution, Rollover Contribution and Matching Employer Contribution Accounts, if the value of such Accounts is $10,000 or less; (b) $10,000, if the value of his Pre-Tax Contribution, Rollover Contribution and Matching Employer Contribution Accounts is greater than $10,000, but less than or equal to $20,000; and (c) the lesser of $50,000 or 50% of the value of his Pre-Tax Contribution, Rollover Contribution and Matching Employer Contribution Accounts, if the value of such Accounts is greater than $20,000. The above $50,000 figure, however, shall be reduced by the highest outstanding loan balance to the Member during the 12 months preceding the date on which tho loan is made. The above notwithstanding, for any loans granted or renewed on or after October 18, 1989, the aggregate of the principal of any time outstanding as a loan shall not exceed the lesser of $50,000 or 50% of the value of his total vested Account. The above $50,000 figure, however, shall be reduced by the highest outstanding loan balance to the Member during the 12 months preceding the date on which the loan is made. The Committee shall establish the terms and conditions on which loans will be made; provided, however, that the rate of interest charged for the term of a loan will be equal to the rate of interest being credited to Fund A two months immediately preceding the first day of the quarter in which the loan is made (rounded to the nearest .25%). The Committee shall periodically review whether the basis on which the above interest rate is determined is reasonable and complies with the guidelines established by applicable government regulations. The Committee reserves the right to amend the basis on which the interest rate is determined, if such a change is deemed necessary by the Committee. The term of the loan will be no greater than five years and such repayment of the loan shall be made based on a level amortization of the loan amount. However, a loan used to acquire a principal residence of the Member may be paid over a term of up to 30 years. The period of repayment for any loan shall be arrived at by mutual agreement between the Committee, or its delegate, ant the Member, but subject to the aforementioned 5-year (or 30 year) maximum loan term and repayments shall be made at least quarterly. Loans may be prepaid in full at any time without penalty. The minimum amount that may be borrowed under the Plan is in increments of $1,000. 6.3 Rules for Loan. All loans shall comply with the following terms and conditions: (a) A Member shall request a loan hereunder by providing the Committee with 20 days' advance written notice, except that the Committee may agree to accept a later notice in accordance with such uniform and non-discriminatory rules as it may adopt. (b) Loans shall be effective as of the valuation Date coinciding with or immediately following the date the Committee approves the loan. (c) The amount of any loan will be paid in a lump sum to the Mmber as soon as practicable after approval of the loan by the Committee. (d) The Committee shall make loans available hereunder on a reasonably equivalent basis. The Committee shall apply objective criteria in a uniform, nondiscriminatory manner to determine whether a loan application should be approved. such criteria shall be limited to those factors which would be considered by a commercial lender in the business of making similar types of loans. (e) The Committee may adopt such other rules and regulations relating to loans as it may deem appropriate. 6.4 Failure to Make Timely Repayment of Loan. In the event that a loan is not repaid on or before maturity or in the event a scheduled payment of principal and interest is not made when due, the Committee shall pro- vide the Member with written notice of such default in payment, and if the default is not remedied within 30 days from the date of such notice, the Member's Account shall be reduced by the amount of the unpaid balance of the loan, together with the interest thereon, and the Member's indebtedness shall thereupon be discharged. 6.5 Definition of Loans. All loans shall be debited to a Member's Account first from his Matching Employer contribution Account, second from his Pre-Tax Contribution Account and then from his Rollover Contribution Account. All loans shall be debited to the investment of a Member's Account in the same proportion as such Account is then invested in Funds A, B, C, D or E. 6.6 Disposition of Loan Repayments and Interest. Upon receipt of a loan repayment and associated interest, the Trustee shall deposit such repayment in Funds A, B, C, D or E in accordance with the Member's investment designation at the time of the repayment. The Trustee shall also credit such repayment in the reverse order in which the Member's Account was debited. 6.7 Withdrawals from Plan while Loan is Outstanding. The amount otherwise available as a withdrawal from the Plan under Article V shall be reduced by the amount of any loan outstanding at the time a withdrawal request is made, and no withdrawal shall be permitted under Article V to the extent that such withdrawal would cause the aggregate of the loans outstanding to exceed the limits expressed in Section 6.2. 6.8 Disposition of Loan Upon Certain Events. In the event of the retirement, termination of employment, disability, or death of a Member before the Member repays any outstanding loan, the Trustee shall reduce the Member's Account by the amount of the Member's outstanding loan and associated interest before making a distribution to the Member or his Beneficiary. ARTICLE VII RETIREMENT 7.1 Normal Retirement Date. A Member's Normal Retirement Date shall be his 65th birthday. 7.2 Deferred Retirement Date. A Member may continue in employment beyond his Normal Retirement Date to a Deferred Retirement Date which is the date he terminates employment after his Normal Retirement Date. He shall continue as a Member in the Plan until his Deferred Retirement Date and shall be able to participate in the Plan on the same basis as any other Employee. A Member who works beyond his normal Retirement Date may be required to commence retirement payments pursuant to section 11.10. 7.3 Distribution at Retirement. Distribution of the value of any Member's Account pursuant to this Article VII will be made in accordance with Article XI. 7.4 Application for Retirement. As a prerequisite to the commencement of a normal retirement benefit or a deferred retirement benefit hereunder, a Member shall file with the Committee an application for such benefit at least 20 days prior to the Member's Normal Retirement Date or Deferred Retirement Date, whichever is applicable. ARCTICLE VIII DISABILITY 8.1 Definition of Disability. A Member will be deemed to have become disabled for purposes of the Plan if he becomes entitled to disability benefits under the Employer's Short-Term Disability Plan or Long-Term Disability Plan on or after June 1, 1984. 8.2 Disability Benefits. If a Member is deemed disabled in accordance with Section 8.1, he shall continue to be a Member under the Plan as long as he continues to authorize Pre-Tax Contributions in accordance with Section 3.1. 8.3 Distribution at Disability. A Member who is disabled in accordance with section 8.1 will cease to be a Member on the earliest of the following dates: (a) his Normal Retirement Date; (b) the date his disability benefits cease; or (c) the date he ceases to authorize Pre-Tax Contributions in accordance with section 3.1. An individual who ceases to be a Member pursuant to this section 8.3 shall receive a distribution of the value of his Account pursuant to the provisions of Article XI. ARTICLE IX DEATH 9.1 Death Prior to Retirement. If a Member or inactive Member dies prior to retirement, the Beneficiary designated by the Member or inactive Member will be entitled to 100% of the value of the Member's Account. Distribution of the value of the Member's Account shall be in accordance with Article XI. 9.2 Death After Retirement. If a Member or inactive Member dies after retirement, any benefit payable to the beneficiary shall be distributed in accordance with Article XI, based on the form of payment elected by the Member. ARTICLE X TERMINATION OF EMPLOYMENT 10.1 Vesting. A Member's Account attributable to both his Pre-Tax Contributions and his Matching Employer Contributions shall be 100% vested and nonforfeitable at all times. 10.2 Method of Payment. When a Member terminates employment with the Employer, his Account shall be distributed in accordance with Article XI. ARTICLE XI METHOD OF PAYMENT 11.1 Form of Payment. At the election of a Member or inactive Member, or in the case of the Member's death, at the election of the Member's beneficiary, made in accordance with procedures prescribed by the Committee, distribution of a Member's Account will be in one or more of the following forms: (a) a lump sum payment; or (b) quarterly or annual installments over a period not to exceed 10 years; or (c) an annuity, based on the amount applied to provide the annuity and the form of the annuity selected by the Member or, if applicable, the Member's beneficiary, and purchased from a legal reserve life insurance company. For distributions from Fund C, the Member shall choose between cash or shares of the common stock of the Employer. 11.2 Automatic Contingent Annuitant Annuity. In the event a married Member directs the Committee to distribute his benefit in a form described in Section ll.l(c) above which includes a life contingency, such benefit shall be provided to the Member through the purchase of a 50% Contingent Annuitant Annuity described in section 11.4, with his spouse as contingent annuitant, unless the Member elects not to receive a 50% Contingent Annuitant Annuity pursuant to the election procedure described in Section 11.3 below. 11.3 Election Procedure for Married Members. The Committee shall provide a married Member with written notification of the Member's right to elect or revoke the 50% Contingent Annuitant Annuity described in section 11.4. Such written notification shall include: (a) a general explanation of the 50% Contingent Annuitant Annuity; (b) a statement that the Member may elect not to receive the 50% Contingent Annuitant Annuity; (c) a general explanation of the relative financial impact of the 50% contingent Annuitant Annuity; (d) a statement of additional information concerning the 50% Contingent Annuitant Annuity will be made upon the request of the Member. The Committee shall provide the Member within 30 days after receiving a written request for additional information which will include an explanation, in non-technical language, of the terms and conditions of the 50% Contingent Annuitant Annuity and the financial effect of the 50% Contingent Annuitant Annuity upon the Member's monthly benefit. An election under this Section 11.3 not to receive the 50% Contingent Annuitant Annuity with the spouse as contingent annuitant is effective only if the Member's spouse consents to the election in writing, the consent is witnessed by a notary public, and the spouse's consent acknowledges the effect of the election. Such spousal consent is not required, however, if the Member establishes to the satisfaction of the Committee that the consent may not be obtained because there is no spouse or the spouse cannot be located. Any consent by a spouse (or establishment that consent may not be obtained) is effective only with respect to that spouse. A Member may make an election in accordance with this Section to revoke an election previously made at any time prior to the date his benefit payments commence. In no event, however, will the period for making such an election or revocation expire to the 90th day following the date the Member receives the written notification or, if applicable, the additional information, described in this Section 11.3. The benefit commencement date otherwise applicable to a Member may be delayed to accommodate any extension of the election period under this Section. In any event, the period for making such an election or revocation will include the 90-day period ending on the Member's benefit commencement date. A Member's election or revocation under this Section shall be in writing and shall clearly indicate his intention to receive or not to receive the 50% Contingent Annuitant Annuity. 11.4 50% Contingent Annuitant Annuity. The 50% Contingent Annuitant Annuity provides the Member with a monthly benefit for his lifetime and continues 50% of such benefit to his spouse, if living, after the Member's death. The monthly payments to the spouse shall commence on the first day of the month following the month in which the Member's death occurs and shall cease with the last payment due for the month in which the spouse's death occurs. 11.5 Pre-Retirement Death Benefits. In the event of the death of a Member after termination of employment, disability, or retirement, but prior to the date his benefit had commenced to be distributed pursuant to Section 11.1, his Account shall be paid to his beneficiary in one lump sum, unless the Beneficiary elects another form of distribution pursuant to Section 11.1. In the event of the death of a Member who had continued his employment with the Employer and whose benefit had not commenced to be distributed pursuant to Section 11.1, his Account shall be applied to purchase a life annuity for his spouse unless the Member (with the written consent of his spouse) had elected not to receive a 50% Contingent Annuitant Annuity pursuant to Section 11.3 above, or unless the spouse elects not to receive such life annuity after receiving the information described in Section 11.3 above. In the event such Member is not married at the time of his death, or if such Member is married and has elected not to receive the 50% Contingent Annuitant Annuity, his Account shall be paid in one lump sum to his beneficiary unless the Beneficiary elects another form of distribution pursuant to Section 11.1. 11.6 Death Benefits After Retirement. In the event of the death of a Member after distribution of his benefits has commenced in the form described in Section ll.l(b), the remaining value of the Member's Account shall be payable to his beneficiary in one lump sum. In the event of the death of a Member whose benefits have commenced in the form described in Section ll.l(c), the terms and conditions of the annuity contract shall govern whether or not any death benefit is payable to the beneficiary. If a Member elected and received his retirement benefits in the form described in Section ll.l(a), no additional death benefits shall be payable from this Plan. 11.7 Date of Payment. Unless otherwise elected by a Member, or his beneficiary if applicable, any payment of his benefit from this Plan shall be based on the Account as of the Valuation Date coinciding with or next following his termination date, and made as soon as practicable after such valuation Date. Any Member who terminates from this Plan, or his Beneficiary, if applicable, who elects to defer payment of his benefit from this Plan, may not be permitted to defer the payment of such benefit beyond the Valuation Date coincident with or next following the Member's Normal Retirement Date. Notwithstanding the foregoing, distribution shall commence no later than 60 days after the close of the latest Plan Year in which (i) the Member or inactive Member attains age 65, or (ii) the 10th anniversary of the Member's commencement of membership occurs, or (iii) the Member or inactive Member terminated employment. Notwithstanding the above, the Committee will pay a Member's Account in a single lump sum as soon as practicable after the Valuation Date following his termination of employment if the amount of such lump sum is not more than $3,500. 11.8 Special Rules for Installments. If a Member or inactive Member elects to have benefits payable in accordance with section ll.l(b) or in the case where a benefit is payable but the Member or Beneficiary has not elected to receive such benefits, the Committee may direct the Trustees to segregate the Member's or beneficiary's interest in the Plan and invest such amounts separately. Amounts invested in this manner shall share the earnings, on a pro rata basis, attributable to such investments, but not in the earnings attributable to the balance of the Trust Fund. Expenses of the Plan and the Trust shall continue to be charged against the amounts so invested. 11.9 General Limitation. Anything in the foregoing to the contrary notwithstanding, no method of distribution under Section 11.1 may be made if it would result in the value of interest of a beneficiary who is not a spouse of the Member, exceeding 50% of the value of the Member's interest, both such values being determined as of the Valuation Date coincident with or next following the event which resulted in the distribution. No distribution of benefits may be made which could result in payment of a benefit over a period longer than the life expectancy (or life) of a Member, or in the case of a Member who has designated a beneficiary, over the joint life expectancies (or joint lives) of the Member and his beneficiary. 11.10 Additional Limitation. Upon the death of a Member any remaining interest he may have in the Plan shall be distributed by the later of five years after his death or the death of his Beneficiary unless another form of payment was already in effect at the time of his death. If a Member dies after payment of his benefits has commenced but prior to distribution of his entire interest under this Plan, the remaining portion of his benefit shall be distributed at least as rapidly as required by the method in effect as of the date of the Member's death. Notwithstanding anything herein to the contrary, payment of a Member's benefits prior to January l, 1989 will begin not later than the April 1 of the calendar year next following the later of: (a) the calendar year in which the Member attains age 70-1/2, or (b) the calendar year in which the Member retires (except that this paragraph (b) shall not apply to a Member who is a 5% owner with respect to the Plan Year ending in the calendar year in which he attains age 70-1/2). Any Member or inactive Member who attains age 70-1/2 after December 31, 1987, distribution of a Member's Account may not be deferred beyond April 1, 1990 or the April 1 following the calendar year in which the Member attains age 70-1/2, if later. 11.11 Missing Persons. If the Committee shall be unable, within two years after any amount becomes due and payable from the Plan to a Member or beneficiary, to make payment because the identity or whereabouts of such person cannot be ascertained, the Committee may mail a notice by registered mail to the last known address of such person outlining the following action to be taken unless such person makes written reply to the Committee 60 days from the mailing of such notice. The Committee may direct that such amount and all further benefits with respect to such person shall be forfeited and all liability for the payment thereof shall terminate; provided, however, that in the event of the subsequent reappearance of the Member or beneficiary prior to termination of the Plan, the benefit which was forfeited shall be reinstated in full. Any benefits forfeited shall be applied to decrease Matching Employer contributions. Reinstatement of any benefit forfeited under this section 11.11 shall be made first from any forfeitures or expense account existing at the time of reinstatement but which have not yet been applied to decrease Matching Employer Contributions. To the extent forfeitures and amounts in the suspense account are not sufficient to reinstate the benefit in full, the Employer shall make an additional contribution to the Plan. ARTICLE XII FUNDING 12.1 Trust Agreement. The Employer shall enter into a Trust Agreement with the Trustee under the Plan. If the Board of Directors so determines, the Employer may enter into a Trust Agreement or Trust Agreements with additional Trustees. Any Trust Agreement entered into may be amended by the Employer or Trustee from time to time in accordance with its terms. Any Trust Agreement shall provide, as a minimum, that all funds received by the Trustee thereunder will be held, administered, invested and distributed by the Trustee, and that no part of the corpus or income of the trust held by the Trustee shall be used for or diverted to, purposes other than for the exclusive benefit of Members or inactive Members or their beneficiaries. The Employer may remove any Trustee or any successor Trustee, and any Trustee or any successor Trustee may resign. Upon removal or resignation of a Trustee, the Employer shall appoint a successor Trustee. 12.2 Establishment of Trust Fund. The Trust Fund shall consist of all assets held under the Plan, including all investment gains and income thereon. The Trust Fund shall be held, administered and invested by the Trustee in accordance with the terms of the Trust Agreement. 12.3 Investment of Trust Fund. The Trustee shall invest and reinvest the Trust Fund in its discretion in accordance with the general principles established by the State of Vermont and federal laws, subject to any provisions of the Plan or Trust Agreement which limit the discretion of the Trustee as to investments. 12.4 Administrative Expenses. The Employer may elect to pay the administrative expenses of the Plan and fees and retainers of the Plan's Trustee, consultant, administrator, auditors, counsel and other advisers or service providers. If the Employer does not elect to pay all or part of such expenses, the Trustee shall pay these expenses and charge the payment thereof against the Trust Fund for the Plan Year in which the expenses were incurred. Any expense directly relating to the investments of the Trust Fund, such as taxes, brokerage commissions, registration charges, etc., shall always be paid from the Trust Fund. 12.5 Exclusive Benefit. No part of the Trust Fund shall be used for, or diverted to, purposes other than the exclusive benefit of Members and beneficiaries. Except as provided in Section 3.12, under no circumstances shall any assets of the Trust Fund revert to the Employer. ARTICLE XIII ADMINISTRATION 13.1 Appointment of Committee. The Plan shall be administered by a committee appointed by the Employer. The Committee may, but need not, consist of Plan Members or Employees of the Employer and the number of persons serving on the Committee at any time will be determined by the Employer and may be changed from time to time. The members of the Committee shall serve without compensation from the assets of the Trust Fund, and may be removed by the Employer at any time, with or without cause. A member of the Committee may resign at any time upon delivery of a written resignation to the Employer. All reasonable expenses incurred by the members of the Committee in the performance of their duties shall be paid by the Employer. The Employer shall notify the Trustees in writing of each committee member's appointment, and the Trustee may assume such appointment continues in effect until written notice to the contrary is given by the Employer. 13.2 Procedures of Committee. The Committee shall hold meetings upon such notice, at such place or places, and at such times as its members may from time to time determine. A majority of its members at the time in office shall constitute a quorum for the transaction of business. All action taken by the Committee at any meeting shall be by vote of the majority of its members present at such meeting, except that the Committee may also act without a meeting by a consent signed by a majority of its members. No member may vote on any question relating exclusively to himself. In the event that the remaining members are unable to agree as to any such matter or in the event there be but one remaining member of the Committee, the decision with respect to any matter will be made by the Committee. The Committee at its option may elect any Committee member or other person to serve as Secretary, and may remove him at any time. The Committee will notify the Trustees in writing of such election and the Trustees may assume his authority to act as Secretary continues until written notice to the contrary is given by the Committee. The secretary, or a majority of the Committee members then in office, will have the authority to execute all instruments or memoranda necessary or appropriate to carry out the actions and decisions of the whole committee; and any person may rely upon any instrument or memoranda so executed as evidence of the Committee action or decision indicated thereby. 13.3 Powers of Committee. The Committee shall control and manage the operation and administration of the Plan and will select and monitor the Trustee and any investment managers, subject to the approval of the Board. The Committee will also communicate such information to the Trustee and investment managers as they may need for the proper performance of their duties. The Committee shall have such powers as may be necessary to discharge its duties under the Plan, including but not limited to, the power: (a) to construe and interpret the Plan, decide all questions of eligibility and determine the amount, manner and time of distributions hereunder; (b) to prescribe procedures to be followed and forms to be used for the administration of the Plan; (c) to prepare and distribute to Members information explaining the Plan; (d) to appoint or employ individuals to assist in the administration of the Plan and any other agents it deems advisable, including legal, accounting, and clerical and medical services; (e) to instruct the Trustees to make payments pursuant to the Plan; (f) to receive and review reports of receipts and disbursements from the Trust Fund made by the Trustees; and (g) to receive from the Employer and from Members such information as may be necessary for the administration of the Plan. The Committee shall not add to, subtract from or modify the terms of the Plan, or to change or add to any benefits provided by the Plan, or to waive or to fail to apply requirements for eligibility for benefits under the Plan. 13.4 Records and Reports. The Committee shall keep such decisions, accounts, records and data pertaining to the administration of the Plan which shall be subject to the inspection or audit of the Employer. The Employer will supply all information required by the Committee to administer the Plan, and the Committee may rely upon the accuracy of such information. The committee shall prepare, file and submit such reports, Plan descriptions, statements and forms to any government agency, Employee, Member or beneficiary as may be required by law. 13.5 Claims Procedures. If any application for a distribution or withdrawal under the Plan shall be denied, the Committee shall notify the claimant within 90 days after receipt of such claim or, 180 days if the Committee determines that special circumstances exist which require additional time to process a claim of such denial setting forth the specific reasons therefore and afford such claimant a reasonable opportunity for a full and fair review of the decision denying his claim. Notice of such denial, in addition to the specific reasons for the denial, shall include the following: (a) reference to pertinent provisions of the Plan; (b) such additional information as may be relevant to denial of the claim; (c) an explanation of the claims review procedure; and (d) an explanation of such claimant's right to request the opportunity to review pertinent Plan documents and submit a statement of issues and comments. Within sixty (60) days following advice of denial of his claim, upon request made by any claimant for a review of such denial, the committee shall take appropriate steps to review its decision in light of any further information or comments submitted by such claimant. The Committee shall be empowered to hold a hearing at which such claimant shall be entitled to present the basis of his claim for review and at which he may be represented by counsel. The Committee shall render a decision within sixty (60) days after claimant's request for review or, 120 days if the Committee determines that special circumstances exist which require an extension of time for processing the application for review, and shall advise claimant in writing of its decision on such review, specifying its reasons and identifying appropriate provisions of the Plan. 13.6 Responsibilities and Authority of Trustee. The Trustee will manage and control the assets of the Plan, except to the extent that such responsibilities are either: (a) specifically assigned hereunder to the Board or to the committee; or (b) delegated to one or more investment managers by the Committee. 13.7 Responsibilities of the Board. The Board shall have the following responsibilities and authority with respect to the control and management of the Plan and its assets: (a) to amend the Plan; (b) to merge or consolidate the Plan with, or transfer all or part of the assets or liabilities to, any other plan; (c) establish a funding policy; (d) to appoint, remove and replace the Committee members; and (e) to perform such additional duties as are imposed by law. 13.8 Reliance Upon Others. The committee, Trustee or the Board shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports which may be furnished by any accountant, consultant or attorney who is engaged for such purposes and, except as provided by law, shall be fully protected with respect to any action taken in good faith and in reliance upon such information. 13.9 Liability. Any person or persons who serves on the Committee, Board or as a Trustee shall not be personally liable for any error of omission or commission unless such error results from his own gross negligence, willful misconduct, or lack of good faith; nor shall any such individual be personally liable for any act of gross negligence, willful misconduct, or lack of good faith of any other individual or individuals, except as provided by law. ARTICLE XIV FIDUCIARY RESPONSIBILITIES 14.1 Basic Responsibilities. Any Fiduciary under the Plan, whether specifically designated or not, shall: (a) discharge all duties solely in the interest of Members, inactive Members, and Beneficiaries, and for the exclusive purpose of providing benefits and defraying reasonable administrative expenses under the Plan; (b) discharge his responsibilities with the care, skill, prudence and diligence a prudent man would use in similar circumstances: and (c) conform with the provisions of the Plan. 14.2 Actions of Fiduciaries. Any Fiduciary: (a) may serve in more than one fiduciary capacity with respect to the Plan; (b) may employ one or more persons to render advice with regard to or to carry out any responsibility that such Fiduciary has under the Plan; and (c) may rely upon any direction, information or action of any other Fiduciary, acting within the scope of its responsibilities under the Plan, as being proper under the Plan. 14.3 Indemnification. The Board, to the extent permitted by law, will indemnify and hold harmless every person serving as a Fiduciary against any and all liabilities arising by reason of any act or failure to act made in good faith pursuant to the provisions of the Plan, including expenses reasonably incurred in the defense of any claim relating thereto. The preceding sentence shall not apply to a corporate Trustee or to an investment manager, unless the Board and such corporate Trustee or investment manager may otherwise agree in writing. ARTICLE XV AMENDMENT AND TERMINATION OF THE PLAN 15.1 Amendment and Modification. The Plan may be amended or modified by the Employer at any time and from time to time; provided, however, that no such amendment or modification shall make it possible for any part of the corpus or income of the Fund to be used for or diverted to purposes other than for the exclusive benefit of Members, inactive Members or their beneficiaries under the Plan. No amendment will deprive a Member, inactive Member or beneficiary of any portion of his Member Account. Any such amendment or modification may make changes in the Plan, including retroactive changes, which may be deemed necessary or desirable to continue the qualified status of the Plan under section 401(a) of the Internal Revenue Code of 1986, as amended from time to time, or any similar successor provisions of the law, or to confirm to governmental regulations. No amendment shall be adopted which eliminates an optional method of payment with respect to a Member's Account as of the date the amendment is adopted unless the amendment permits another form of payment substan- tially equivalent to the form eliminated. 15.2 Termination or Suspension. The Employer hopes and expects to continue the Plan indefinitely. Nevertheless, the Employer maintains the right to suspend, terminate, or completely discontinue Employer contributions. In the event of full or partial termination of the Plan, or upon permanent discontinuance of Employer contributions under the Plan, either in whole or part, the Member Account of each affected Member or inactive Member shall be nonforfeitable and shall be distributed to him no later than 60 days after the end of the Plan Year of such termination or discontinuance. 15.3 Valuation of Assets. In determining the value of the Accounts of the Members as of the date of the termination of the Plan, the assets of the Trust Fund shall be valued by the Trustees at fair market value as of the close of business on the termination date. The Member's Accounts shall be adjusted in the manner provided in Article IV, and the balance of any suspense account shall be applied for the Plan Year in which the Plan is terminated. 15.4 Distribution of Assets. If both the Plan and Trust are terminated, the Trustee shall distribute to the Members or their beneficiaries, all assets remaining in the Fund after payment of any expenses properly chargeable to the Fund. Such distribution shall equal the value of the Members' Accounts as of the termination date of the Plan adjusted for any earnings and expenses of the Trust Fund and Plan between such date and the date of distribution. Payment will be made in cash or in kind, or partly in cash and partly in kind, or in such manner as may be required by applicable law. ARCTICLE XVI TOP HEAVY REQUIREMENTS 16.1 General Rule. For any Plan Year for which this Plan is a "top-heavy plan" as defined in Section 16.6 below, any other provisions of this Plan to the contrary notwithstanding, this Plan shall be subject to the following provisions: (a) The minimum contribution provisions of Section 16.2. (b) The limitation on compensation set by Section 16.3. (c) The limitation on benefits set by Section 16.4. 16.2 Minimum Contributions Provisions. Each Eligible Employee as defined in Sections 2.1 and 2.2 who is a non-key employee (as defined in section 16.8) and is employed on the last day of the Plan Year shall, whether or not he has completed 1,000 Hours of Service in such Plan Year, be entitled to have a contribution made on his behalf by the Employer of not less than 3 percent (the "minimum contribution percentage") of the Employee's compensation (as defined in section 3.9). The minimum contribution percentage set forth above for any Plan Year shall not exceed the percentage at which contributions are made (or required to be made and including Pre-Tax Contributions) under the plan for the Plan Year for the key employee (as defined in Section 16.7) for whom such percentage is the highest for such Plan Year. For this purpose, the percentage with respect to a key employee shall be determined by dividing the contributions for such key employee, including Pre-Tax contributions, by so much of his total compensation for the Plan Year as does not exceed $200,000 (subject to adjustment in the same manner as set forth below). Contributions taken into account under the two preceding sentences shall include contributions under this Plan and under all other defined contribution plans required to be included in an aggregation group (as defined in section 16.6 below) but shall not include any plan required to be included in such aggregation group if such plan enables a defined benefit plan required to be included in such group to meet the prohibition against discrimination in benefits or contributions under Code section 401(a)(4) or the requirements with respect to participation or coverage under Code Section 410. Contributions taken into account under this Section shall not include any contributions under the Federal Insurance contributions Act or any other Federal or state law. The Committee may prohibit or limit Pre-Tax contributions by key employees for any Plan Year in which this Plan is a top-heavy plan. The minimum contribution requirements shall not apply to a Member who participates in a defined benefit plan maintained by the Employer or an Affiliated Employer and which is considered a top-heavy plan which meets the requirements of Code section 416 pertaining to a top-heavy defined benefit plan. 16.3 Limitation on Compensation. Annual compensation taken into account under this Section and under Article III for purposes of computing benefits under this Plan shall be determined in accordance with Section 16.7 below and shall not exceed $200,000, provided that such limit shall be adjusted automatically for each Plan Year to the amount prescribed by the Secretary of the Treasury or his delegate pursuant to regulations for the calendar year in which such Plan Year commences. 16.4 Limitation on Contributions. In the event that the Employer also maintains a defined benefit plan on behalf of Eligible Employees under this Plan, one of the two following provisions shall apply: (a) If for the Plan Year this Plan would not be a "top-heavy plan" as defined in Section 16.6 below if "90 percent" were substituted for "60 percent," then Section 16.2 shall apply for such Plan Year as if amended so that "four percent" were substituted for "three percent". (b) If for the Plan Year this Plan would continue to be a "top-heavy" plan as defined in Section 16.6 below if "90 percent" were substituted for "60 percent", then the denominator of both the defined contribution plan fraction and the defined-benefit plan fraction as these are defined pursuant to Section 415 of the Code shall be calculated for the limitation year ending in such Plan Year by substituting "1.0" for "1.25" in each place such figure appears, except with respect to any individual for whom there are no Employer contributions, forfeitures or voluntary nondeductible contributions or any accruals for such individual under the defined benefit plan. 16.5 Coordination With Other Plans. In the event that another defined contribution or defined benefit plan maintained by the Employer provides contributions or benefits on behalf of Eligible Employees under this Plan, such other plan shall be treated as a part of this Plan pursuant to applicable principles (such as Rev. Rul. 81-202 or any successor ruling) in determining whether this Plan satisfies the requirements of Sections 16.2 and 16.3. Such determination shall be made by the Committee. 16.6 Top-Heavy Plan Definition. This Plan shall be a "top-heavy plan" for any Plan Year if, as of the determination date (as defined in paragraph (a) below), the aggregate of the Accounts under the Plan for Members, (including former Members) who are key employees (as defined in section 16.7) exceeds 60 percent of the present value of the aggregate of the Accounts for all Members, excluding former key employees, or if this Plan is required to be in an aggregation group (as defined in paragraph (c) below) which for such Plan Year is a top-heavy group (as defined in paragraph (d) below). (a) "Determination Date" means for any Plan Year the last day of the immediately preceding Plan Year, except in the case of the first Plan Year, Determination Date means the last day of such year. For the purposes of determining whether a Plan is top-heavy for a particular Plan Year, the Accounts under the Plan shall be valued as of the Determination Date with respect to that Plan Year. (b) The present value shall be the sum of (a) the Account determined as of the most recent valuation date that is within the twelve-month period ending on the determination date, and (b) the adjustment for contributions due as of the determination date, and as described in the regulations under the code. (c) "Aggregation Group" means the group of plans, if any, that includes both the group of plans that are required to be aggregated and the group of plans that are permitted to be aggregated. (i) The group of plans that are required to be aggregated (the "required aggregation group") includes (A) Each plan of the Employer (as defined in Section 16.9 in which a key employee is a participant, including collectively-bargained plans, and (B) Each other plan, including collectively-bargained plans of the Employer (as defined in Section 16.9) which enables a plan in which a key employee is a participant to meet the requirements of the Code prohibiting discrimination as to contributions or benefits in favor of Employees who are officers, shareholders or the highly-compensated or prescribing the minimum participation standards. (ii) The group of plans that are permitted to be aggregated (the "permissive aggregation group") includes the required aggregation group plus one or more plans of the Employer (as defined in Section 16.9) that is not part of the required aggregation group and that the Committee certifies as constituting a plan within the permissive aggregation group. Such plan or plans may be added to the permissive aggregation group only if, after the addition, the aggregation group as a whole continues not to discriminate as to contributions or benefits in favor of officers, shareholders or other highly-compensated and to meet the minimum participation standards under the code. (d) "Top-heavy group" means the aggregation group, if as of the applicable termination date, the sum of the present value of the cumulative accrued benefit for key employees under all defined benefit plans included in the aggregation group plus the aggregate accounts of key employees under all defined contribution plans included in the aggregation group exceeds 60 percent of the sum of the present value of the cumulative accrued benefit for all employees, excluding former key employees, under all such defined benefit plans plus the aggregate accounts for all employees, excluding former key employees, under such defined contribution plans. For the purposes of making this determination, the present value of the accrued benefits of an Employee who has not performed services for the Employer (or Affiliated Employer) at any time during the five-year period ending on the Determination Date shall be disregarded. If the aggregation group that is a top-heavy group is a required aggregation group, each plan in the group will be top heavy. If the aggregation group that is a top-heavy group is a permissive aggregation group, only those plans that are part of the required aggregation group will be treated as top-heavy. If the aggregation group is not a top-heavy group, no plan within such group will be top-heavy. (e) In determining whether this Plan constitutes a "top-heavy plan," the Committee (or it's agent) shall make the following adjustments in connection therewith: (i) When more than one plan is aggregated, the Committee shall determine separately for each plan as of each plan's determination date the present value of the accrued benefits or account balance. The results shall then be aggregated by adding the results of each plan as of the determination dates for such plans that fall within the same calendar (ii) In determining the present value of the cumulative accrued benefit or the amount of the account of any Employee, such present value or account shall include the amount in dollar value of the aggregate distributions made to such Employee under the applicable plan during the five-year period ending on the determination date, unless reflected in the value of the accrued benefit or account balance as of the most recent valuation date. Such amounts shall include distributions to Employees which represented the entire amount credited to their accounts under the applicable plan. (iii) Further, in making such determination, such present value or such account shall include any rollover contribution (or similar transfer), as follows: (A) If the rollover contribution (or similar transfer) is initiated by the Employee and made to or not maintained by the Employer, as defined in Section 16.9, the plan providing the distribution shall include such distribution in the present value of such account; the plan accepting the distribution shall not include such distribution in the present value of such account unless the plan accepted it before December 31, 1983. (B) If the rollover contribution (or similar transfer) is not initiated by the Employee or is made from a plan maintained by the Employer, as defined in section 16.9, the plan accepting the distribution shall include such distribution in the present value of such account, whether the plan accepted the distribution before or after December 31, 1983; the plan making the distribution shall not include the distribution in the present value of such account. (iv) Further, in making such determination, in any case where an individual is a "non-key employee", as defined in Section 16.8, with respect to an applicable plan, but was a key employee with respect to such plan for any prior plan year, any accrued benefit and any account of such employee shall be altogether disregarded. For this purpose, to the extent that a key employee is deemed to be a key employee if he met the definition of key employee within any of the four preceding plan years, this provisions shall apply following the end of such period of time. (f) Solely for the purpose of determining if the Plan, or any other plan included in a required aggregation group of which this Plan is a part, is top-heavy (within the meaning of Section 416(g) of the Code) the accrued benefit of an Employee other than a "key employee" (as defined in Section 16.7) shall be determined under (a) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Employer (as defined in Section 16.9), or (b) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rule of Section 411(b)(l)(C) of the Code. 16.7 Key Employee. The term "key employee" means any Employee or former Employee under this Plan who, at any time during the Plan Year containing the Determination Date or during any of the four preceding Plan Years, is or was one of the following: (a) An officer of the Employer (as defined in Section 16.9). Whether an individual is an officer shall be determined by the Committee on the basis of all the facts and circumstances, such as an individual's authority, duties and term of office, not on the mere fact that the individual has the title of an officer. For any such Plan Year, there shall be treated as officers no more than the lesser of: (i) 50 employees, or (ii) the greater of three Employees or 10 percent of the Employees. For this purpose, the highest-paid officers shall be selected. However, an Employee will not be considered an officer for a Plan Year if the Employee earns no more than fifty percent (50%) of the amount in effect under code section 415(b)(1)(A) for the calendar year in which the Determination Date falls. Business organizations other than corporations shall be deemed to have no officers. (b) One of the ten Employees owning (or considered as owning, within the meaning of the constructive ownership rules of the code) the largest interests in the Employer (as defined in Section 16.9). An Employee who has some ownership interest is considered to be one of the top ten owners unless he owns no more than a one-half percent interest or at least ten other Employees own a greater interest than that Employee. However, an Employee will not be considered a top ten owner for a Plan Year if the Employee earns less than the maximum dollar limitation on contributions and other annual additions to a Member's account in a defined contribution plan under the code as in effect for the calendar year in which the Determination Date falls. (c) Any person who owns (or is considered as owning within the meaning of the constructive ownership rules of the Code) more than five percent of the outstanding stock of the Employer or stock possessing more than five percent of the combined total voting power of all stock of the Employer. (d) A one percent owner of the Employer having an annual compensation from the Employer of more than $150,000. For purposes of this subsection, compensation means all items includable as compensation for purposes of applying the limitations on contributions and other annual additions to a Member's account in a defined contribution plan and the maximum benefit payable under a defined benefit plan under the Code as amended. For purposes of parts (i), (ii) and (iii) and (iv) of this definition, a beneficiary of a key employee shall be treated as a key employee. For purposes of parts (iii) and (iv), each Employer is treated separately (without regard to the definition in Section 16.9) in determining ownership percentages; but, in determining the amount of compensation, the definition of Employer in Section 16.9 is taken into account. 16.8 Non-kev Emplovee. The term "non-key employee" means any Employee (and any beneficiary of an Employee) who is not a Key employee. 16.9 Emplover. The term "Employer" means the definition of Employer in section 1.13 of this Plan and includes any Affiliated Employer as defined in Section 1.2 of this Plan. 16.10 Collective Bargaining Rules. The provisions of Sections 16.2 and 16.3 above do not apply with respect to any employee included in a unit of employees covered by a collective bargaining agreement unless the application of such subsections has been agreed upon with the collective bargaining agent. 16.11 Distributions to Key Employees. Prior to January 1, 1985, any other provisions of this Plan to the contrary notwithstanding, distribution time has been a key employee shall commence no later than the end of the taxable year of the Member in which the Member attains age 70-l/2. ARTICLE XVII GENERAL PROVISIONS 17.1 Uniform Administration. Whenever in the administration of the Plan any action by the Committee is required, such action shall be uniform in nature as applied to all persons similarly situated, and no such action shall be taken which will discriminate in favor of Members or inactive Members who are in the Highly Compensated Group. 17.2 Source of Payment. A Member will in no event be entitled to an amount in excess of his Member Account. No persons shall have any rights under the Plan with respect to the Trust Fund, or against the Trustee, Committee or Employer, except as specifically provided herein or by applicable law. 17.3 No Right to Employment. Nothing herein contained shall be deemed to give any Employee the right to be retained in the service of the Employer or an Affiliated Employer or to interfere with the rights of the Employer or an Affiliated Employer to discharge any Employee at any time. 17.4 Inalienability of Benefits. No portion of any Member Account may be assigned or hypothecated, and to the extent permitted by law, no such payments shall be subject to legal process or attachment for the payment of any claims against any person entitled to receive the same, except as may be required pursuant to a Qualified Domestic Relations order, as defined in Section 414(p) of the Code. 17.5 Payment Due to a Minor or Incompetent. If it shall be found that any Member or beneficiary to whom a benefit is due hereunder is unable to care for his affairs because of physical or mental disability, or is a minor, the Committee shall have the authority to cause the benefit due to such person to be made to the spouse, brother, sister, or other person deemed by the Committee to have incurred expense for such person otherwise entitled to payment (unless prior claim shall have been made by a duly qualified guardian or other legal representative). Payments made pursuant to such power shall operate as a complete discharge of any liability under the Plan. 17.6 Plan Assets, Merger or Transfer. There shall be no merger or consolidation with, or transfer of assets or liabilities of the Plan to, any other plan unless each Member and inactive Member in the Plan would, if the Plan terminated after such merger, consolidation, or transfer of assets or liabilities, receive a benefit immediately thereafter equal to or greater than the benefit that he would have been entitled to receive immediately before such merger, consolidation or transfer if the Plan had then terminated. 17.7 Governing Law. The provisions of the Plan will be construed in accordance with the laws of the State of Vermont. 17.8 Use of Masculine and Feminine: Singular and Plural. Wherever used in this Plan, the masculine shall include the feminine and the singular shall include the plural, unless the context indicates otherwise. IN WITNESS WHEREOF, the Employer has caused this instrument to be executed by its officer thereunto duly authorized and its corporate seal to be herein affixed as of this 16th day of January, 1990. CENTRAL VERMONT PUBLIC SERVICE CORPORATION By: /s/ Thomas C. Webb ATTEST: By: /s/ Beverly H. Merritt (CORPORATE SEAL) EX-4 3 EX-4.4A.1 CENTRAL VERMONT PUBLIC SERVICE CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN AMENDMENT NUMBER ONE 1. Section 1.8, "Compensation" is amended by adding the following to the end of the third paragraph thereof, as follows: "In determining the Compensation of an Employee, the rules of Sections 414(q)(6) and 401(a)(17) of the Code shall apply." 2. Section 1.12, "Eligible Employee" shall be amended in its entirety and shall read as follows: "'Eligible Employee' shall mean an Employee of the Employer who is included in the eligible class described in section 2.1. Eligible Employees shall not include any person employed by the Employer or an Affiliated Employer who is a member of a collective bargaining unit unless such unit has been included in the Plan as a result of the collective bargaining process." 3. Section 1.13, "Employee" shall be amended by replacing the first sentence thereof with the following: "'Employee' shall mean any person who is employed by the Employer or an Affiliated Employer, including any person who becomes disabled in accordance with section 8.1." 4. Section 1.19, "Hours of Service" shall be amended by adding the following to the end of paragraph (c) thereof: "The number of hours of service to be credited under paragraph (b) or (c) above on account of a period during which an Employee performs no duties, and the Plan Year to which hours of service will be credited under paragraph (a), (b), or (c) above shall be determined by the committee in accordance with sections 2530.200b-2(b) and (c) of the regulations of the U.S. Department of Labor." 5. Section 2.1, "Eligible Class", shall be amended in its entirety and shall read as follows: "Each Eligible Employee shall be eligible to become a Member on the first Entry Date coinciding with or otherwise next following the date on which he completes one Year of Service." 6. Section 3.7(c) shall be amended by adding the following paragraph to the end thereof: "The amount of any 'excess contributions' to be returned pursuant to the provisions of this paragraph (c) shall be reduced by any excess deferrals previously distributed to the affected Employee for the Employee's taxable year ending with or within the Plan Year in accordance with Section 402(g)(2) of the code. Such reduction shall be made pursuant to the rules set forth in Treasury Regulation 1.401(k)-l(f)(5)." 7. A new section 3.8A shall be added and shall read as follows: "3.8A Aggregate Limit Test. (a) For any Plan Year commencing on or after January 1, 1989, in which the 'average deferral percentage' (as defined in section 3.7) and the 'average contribution percentage' (as defined in section 3.8) of the Highly Compensated Group can only satisfy the limitations set forth in sections 3.7(a)(ii) and 3.8(a)(ii) respectively, but neither can satisfy the limitations set forth in sections 3.7(a)(I) and 3.8(a)(I), respectively, and all corrective measures have been taken under Sections 3.7 and 3.8 to ensure compliance with the provisions of Sections 401(k) and 401(m) of the Code, the 'aggregate limit test' prescribed under Treasury Regulation 1.401 (m)-2 shall be applicable. The 'aggregate limit test' shall be deemed met if (I) below is greater than or equal to (ii) below where: (I) equals the sum of (A) and (3) below where: (A) equals 1.25 multiplied by the greater of (1) and (2) where: (1) equals the 'average deferral percentage' of the non-highly compensated group of Eligible Employees; and (2) equals the 'average contribution percentage' of the non-highly compensated group of Eligible Employees; (B) equals the lesser of (1) and (2) above plus two per- centage points. In no event, however, shall this amount exceed 2.0 multiplied by the lesser of (1) and (2) above. (ii) equals the sum of (c) and (D) below where: (C) equals the 'average deferral percentage' of the Highly Compensated Group; and (D) equals the 'average contribution percentage' of the Highly Compensated Group. (b) An 'alternative aggregate limit test' may be used in place of the 'aggregate limit test' set forth in (a) above for any Plan Years commencing on or after January 1, 1989, as long as such test is permitted by the Internal Revenue Service. This 'alternative aggregate limit test' shall be deemed met if (I) below is greater than or equal to (ii) below where: (I) equals the sum of (A) and (B) below where: (A) equals 1.25 multiplied by the lesser of (1) and (2) where: (1) equals the 'average deferral percentage' of the non-highly compensated group of Eligible Employees; and (2) equals the 'average contribution percentage' of the non-highly compensated group of Eligible Employees; (B) equals the greater of (1) and (2) above plus two percentage points. In no event, however, shall this amount exceed 2.0 multiplied by the greater of (1) and (2) above. (ii) equals the sum of (c) and (D) below where: (C) equals the 'average deferral percentage' of the Highly Compensated Group; and (D) equals the 'average contribution percentage' of the Highly Compensated Group. (c) The Committee shall determine each Plan Year the appropriate reductions, distributions, forfeitures, or such other adjustments as are permitted under Treasury Regulations pursuant to Code Sections 401(k) and 401(m) to be made in order to satisfy the applicable limits set forth in this Section 3.8A and in Sections 3.7 and 3.8. Any such reductions, distributions or forfeitures shall be made in accordance with the applicable provisions of Sections 3.7 and 3.8 and the nondiscrimination requirements of Section 401(a)(4) of the Code. (d) In the event that the 'average deferral percentage', the 'average contribution percentage' and the 'aggregate limit' of the Highly Compensated Group does not satisfy the requirements set forth in Sections 3.7, 3.8, and this 3.8A, respectively, the Employer may for any Plan Year commencing prior to January 1, 1992, perform such testing by restructuring the Plan into component plans as may be permitted in regulations under Sections 401(a)(4) and 401(k) of the Code, provided such component plans meet the coverage requirements of Section 410(b) of the Code." 8. A new Section 3.8B shall be added and shall read as follows: "3.8B Plan Aggregation If the Employer sponsors two or more plans which include a cash or deferred arrangement and/or to which after-tax and/or Matching Employer Contributions are made and are subject to Section 401(m) of the Code, but such plans are considered one for purposes of Sections 401(a)(4) or 410(b) of the Code, such plans shall be treated as one plan for purposes of determining ,the 'average deferral percentage' and the 'average contribution percentage', respectively. If any Eligible Employee who is a member of the Highly Compensated Group is participating in two or more plans with cash or deferred arrangements and/or which include after-tax and/or Matching Employer contributions sponsored by the Employer or an Affiliated Employer, all such cash or deferred arrangements and/or all such after-tax and Matching Employer contributions shall be aggregated for purposes of determining the 'deferral percentage' and the 'contribution percentage' for such Eligible Employee." 9. Section 3.9 shall be amended by adding the following to the end thereof: "In any event the annual additions made on behalf of a Member hereunder shall be limited to the extent required by Section 415 of the Code and rulings, notices, and regulations issued thereunder." 10. Section 11.3, "Election Procedure for Married Members" is amended by deleting the first sentence of the third paragraph and replacing it with the following: "An election under this section 11.3 not to receive the 50% Contingent Annuitant Annuity with the spouse as contingent annuitant is effective only if the Member's spouse consents in writing to the election of the particular form of payment, to the specific beneficiary designated, and such consent acknowledges the effect of such election and is witnessed by a notary public or a Plan representative." 11. Section 11.10 shall be amended by adding the following to the end thereof: "In any event, distributions hereunder shall be made in accordance with Section 401(a)(9) of the Code, including the incidental death benefit requirements of such Code Section, and regulations thereunder, including Treasury Regulation 1.401(a)(9)-2. such regulations and applicable rulings or announcements, including any grandfather provisions or provisions delaying the effective date of section 401(a)(9) are hereby incorporated by reference. The provisions of Section 401(a)(9) of the code override any distribution options under the Plan if inconsistent with such Code Section." IN WITNESS WHEREOF, the Employer has caused this amendment to be executed by its officers thereunto duly authorized and its corporate seal to be hereunto affixed as of the 7th day of April, 1992. CENTRAL VERMONT PUBLIC SERVICE CORPORATION By: /s/ Thomas C. Webb ATTEST: By: /s/ Beverly H. Merritt (CORPORATE SEAL) EX-4 4 EX-4.4A.2 CENTRAL VERMONT PUBLIC SERVICE CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN AMENDMENT NUMBER TWO WHEREAS, Section 15.1 permits the Employer to amend the Plan from time to time; NOW, THEREFORE, the Plan is amended as follows: 1. Section 3.2, "Matching Employer Contribution",shall be amended in its entirety effective July l, 1993, and shall read as follows: "The Employer shall contribute for each member 100% of the first 4% of Compensation with respect to which the Member authorizes a Pre-Tax Contribution." 2. Section 11.7, Date of Payment, shall be amended effective January 1, 1989, by deleting the last sentence of the first paragraph thereof and replacing it with the following: "Subject to the provisions of Section 11.10, any Member who terminates from this Plan, or his Beneficiary, if applicable, who elects to defer payment of his benefit from this Plan, may not be permitted to defer the payment of such benefit beyond the April 1 following the calendar year in which the Member attains (or would have attained) age 70-l/2." 3. Section 1.2, "Affiliated Employer", shall be amended in its entirety effective January 1, 1993, and shall read as follows: "'Affiliated Employer' shall mean any company which is included with the Employer in a controlled group of corporations, as determined in accordance with Section 1563 (without regard to sections (a)(4) and (e)(3)(C) thereof) of the Internal Revenue Code of 1986, as it may be amended from time to time, except that for purposes of Section 1563 the phrase "more than 50 percent" shall be substituted for the phrase "at least 80 percent wherever it appears in said Section. The Employer may from time to time also designate other companies as Affiliated Employers under the Plan. Solely for determining a Member's Years of service, the following are Affiliated Employers as of the Effective Date: Vermont Yankee Nuclear Power Corporation Connecticut Valley Electric Company, Inc. Vermont Electric Power Company, Inc. Central Vermont Public Service Corporation - Bradford Hydroelectric, Inc. Central Vermont Public Service Corporation - East Barnet Hydroelectric, Inc. CV Realty, Inc. CV Energy Resources, Inc. CV Energy Services, Inc. CV Rumford, Inc. Catamount Energy Corporation Equinox Vermont Corporation Appomattox Vermont Corporation Catamount Williams Lake, Ltd. Smart Energy Services, Inc." 4. A new Section 11.12 shall be added effective January 1, 1993, and shall read as follows: "11.2 Direct Rollovers. (a) This Section applies to distributions made on or after January 1, 1993. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Section, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. (b) Definitions. (i) 'Eligible rollover distribution': 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 code; 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). (ii) 'Eligible retirement plan': An eligible retirement plan is an individual retirement account described in Section 408(a) of the code, an individual retirement annuity described in section 408(b) of the Code of l986, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. (iii) '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 the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. (iv) 'Director rollover': A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee." 5. Section 13.3, Powers of Committee, shall be amended effective January l, 1993, by inserting the following paragraph (h) after paragraph (g) thereof and restating the last paragraph thereof as follows: "(h) to amend the Plan from time to time as may be required to continue the qualified status of the Plan under Section 401(a) of the code or as may be desired to direct the administration of the Plan, but only to the extent such amendment does not impact Plan expenses. In any event, any amendment hereunder shall be subject to the provisions of Section 15.1 of the Plan. Except as provided in (h) above, the committee shall not add to, subtract from or modify the terms of the Plan or change or add to any benefits provided by the Plan, or waive or fail to apply requirements for eligibility for benefits under the Plan. IN WITNESS WHEREOF, the Employer has caused this amendment to be executed by its officers thereunto duly authorized and its corporate seal to be hereunto affixed as of the 8th day of March, 1994. CENTRAL VERMONT PUBLIC SERVICE CORPORATION By: /s/ Thomas C. Webb ATTEST: /s/ Carole L. Root Carole L. Root Assistant Corporate Secretary EX-4 5 EX-4.4A.3 AMENDMENT NUMBER THREE CENTRAL VERMONT PUBLIC SERVICE CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN (As Amended and Restated Effective January 1, 1989) WHEREAS, Section 15.1 permits the Employer to amend the Plan from time to time; NOW, THEREFORE, the Plan is amended as follows: 1. Section 1.8, "Compensation" shall be amended as follows: (a) The first sentence of the second paragraph shall be deleted and replaced with the following: "Effective January 1, 1989, in addition to other applicable limitations which may be set forth in the Plan and notwithstanding any other contrary provision of the Plan, Compensation taken into account under the Plan shall not exceed $200,000 ($150,000 for Plan Years beginning in 1994) or such amount as indexed pursuant to Sections 401(a)(17) and 415(d) of the Code and applicable regulations thereunder." (b) The last sentence of this Section shall be deleted and replaced with the following paragraph: "Effective January 1, 1989, in determining the Compensation of a Member for purposes of the limitation of Section 401(a)(17) of the Code, the family aggregation rules of Section 414(q)(6) of the Code shall apply; provided, however, that in applying such rules, the term "family" shall include only the spouse of the Member and any lineal descendants of the Member who have not attained age 19 before the close of the Plan Year. If the Compensation of the Member exceeds the limitation of Section 401(a)(17) of the Code, then the limitation of Section 401(a)(17) of the Code shall be prorated among the Compensation of the Member and his family (as determined under this Section prior to the application of the limitation of Section 401(a)(17)) in proportion to each such individuals Compensation (as determined under this Section prior to the application of the limitation of Section 401(a)(17) of the Code). 2. Section 4.6 shall be amended by adding the following paragraph to the end thereof; "The Trustee shall exercise all rights to tender or exchange shares of stock issued by the Employer or any subsidiary or affiliate thereof only as directed by the Members in accordance with the following: The Committee shall utilize its best efforts to timely distribute or cause to be distributed to each Member such information as will be distributed to stockholders of the Employer in connection with any tender or exchange offer with respect to shares of stock issued by the Employer or any subsidiary or affiliate thereof, together with a form requesting confidential instructions as to whether or not such shares allocated to the account of the Member are to be tendered or exchanged. Each Member shall have the right from time to time with respect to shares of stock attributable to their Accounts to instruct the Trustee in writing as to the manner in which to respond to any tender or exchange offer which shall be pending or which may be made in the future for all shares of stock or any portion thereof. A Member's instructions shall remain in force until superseded in writing by the Member. The Trustee shall tender or exchange whole shares of stock only as and to the extent so instructed and shall aggregate Members' responses with respect to fractional shares and tender and exchange fractional shares in a manner designed to comply with the aggregate responses of all Members with respect to such fractional shares of stock. If the Trustee shall not receive timely direction from a Member as to the manner in which to respond to such a tender or exchange offer with respect to shares of stock allocated to his Accounts the Trustee shall not tender or exchange any such shares, and the Trustee shall have no discretion in such matter. If a tender or exchange offer is made with respect to the shares of stock allocated to the account of a deceased Member, such Member's Benefit shall be entitled to direct the manner in which to respond to such tender or exchange offer as if such Beneficiary were the Member. 3. Addendum Number One shall be added to the Plan effective July 1, 1995, and shall read as follows: "ADDENDUM NUMBER ONE TO THE CENTRAL VERMONT PUBLIC SERVICE CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN Introduction Effective July 1, 1995, the Employee Stock Ownership Plan of Central Vermont Public Service Corporation and its Subsidiaries (the "ESOP") shall be merged into and maintained as a part of this Plan. The purpose of this Addendum is to provide for and document this merger and the rules applicable to the ESOP portion of this Plan. Plan Merger and Account Provisions (a) On or about July 1, 1995, all of the Accounts held under the ESOP shall be transferred to and maintained as part of this Plan in accordance with the provisions of this Plan as modified by the further provisions of this Addendum Number One. (b) In accordance with Section 401(a)(12) of the Code, each Member of the ESOP shall (as if the ESOP then terminated) receive a benefit immediately after the merger described herein equal to the benefit he would have been entitled to immediately before the merger (if the ESOP then terminated). (c) A separate accounting of amounts transferred from the ESOP Plan shall be maintained under the Member's Account hereunder, with such amounts being known as the Member's "ESOP Account". All benefits, rights, and features of such amounts shall be maintained hereunder including forms of benefit payment, availability of in-service hardship withdrawals, and diversification of accounts (as described in section (d) hereof). (d) A Member who has attained age 55 and completed at least 10 year of participation (a "Qualified Participant", as defined in the ESOP) in the ESOP portion of the Plan shall be entitled to diversify the investment of up to 100% of the ESOP portion of his Account in the same manner as described in Article IV of the ESOP plan document. In no event shall a Member who is not a "Qualified Participant" be permitted to diversify the investment of his ESOP Account as described hereunder. Notwithstanding the foregoing and subject to the provisions of the Plan, a Member shall be entitled to distribution of his ESOP Account upon termination of employment, death, or for an in-service withdrawal as described in paragraph (f) below and the provisions of Article V. (c) A Member shall not be permitted to borrow from that portion of his Account attributable to the ESOP. (f) A Member shall be entitled to make withdrawals from the ESOP portion of his Account to the same extent as Pre-Tax Contributions hereunder. Accordingly, to the extent provided by the rules of Article V, withdrawals shall be made first from the Member's ESOP Account, second from his Matching Employer Contribution Account, third from his Rollover Contribution Account, and fourth from his Pre-Tax Contribution Account. To the extent that a Member's ESOP Account includes after-tax Employee Contributions, withdrawals shall be made first from such after-tax contributions and/or earnings thereon in a manner which corresponds with the tax treatment of such withdrawals under the Code, and second from the remainder of his ESOP Account. (g) Costs and expenses of the Plan with respect to the ESOP Accounts shall be allocated among Members' ESOP Accounts, in proportion to their respective account balances, and deducted from the cash portion of such ESOP Accounts which are held by the Trust Fund. To the extent that there is insufficient cash in such Accounts to pay said expenses, the deficiency shall be paid by the Employer. (h) Notwithstanding the foregoing, the amounts transferred from the ESOP to this Plan shall continue to satisfy the applicable requirements of Section 409 of the Code and regulations and rulings thereunder, on and after the date of such transfer. (i) The Committee and the Trustee are specifically directed and authorized to take whatever action is necessary and appropriate to effect the terms of this Addendum Number One." IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed by its officers thereunto duly authorized and its corporate seal to be hereunto affixed as of the __________________ day of ________________,1995. CENTRAL VERMONT PUBLIC SERVICE CORPORATION By: ATTEST: EX-4 6 EX-4.4B ADMINISTRATIVE SERVICES AGREEMENT FOR CENTRAL VERMONT PUBLIC SERVICE CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN COMPANY STOCK POOLED ACCOUNT This Agreement made and entered into as of January 1, 1990 by and between IDS Trust, a division of IDS Bank & Trust, acting by and through said company ("IDS Trust"), and Central Vermont Public Service Corporation ("Central Vermont") acting on behalf of said company's Employee Savings and Investment Plan ("Plan"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. PROVISION OF SERVICES. IDS Trust shall provide administrative services as described herein for the Plan's company stock pooled account ("Pooled Account") in consideration of compensation it receives under IDS Trust's January 1, 1990, Defined Contribution Administrative Services Agreement with Central Vermont. 2. DEFINITIONS. A. "Company Stock" means shares of common stock issued by Central Vermont Public Service Corporation. B. "Participant" means a participant in the Central Vermont Public Service Corporation Employee Savings and Investment Plan. C. "Business Day" means any day the New York Stock Exchange is open for business, except bank holidays. 3. ASSETS OF THE POOLED ACCOUNT. On and after the effective date of this Agreement, all assets invested in or transferred to the Pooled Account by the Plan's Participants shall be invested partly in Company Stock and partly in IDS Trusts' Collective Cash Fund. The assets of the Pooled Account shall consist of shares of Company Stock and dividends earned by such stock, plus units of IDS Trust's Collective Cash Fund and earnings on any such units. 4 . PERCENTAGE OF CASH IN THE POOLED ACCOUNT. IDS Trust shall maintain the percentage of the Pooled Account's assets invested in units of the Collective Cash Fund (the "Cash Position") between 5% and IDS. IDS Trust is authorized, in its discretion, to very the Cash Position of the Pooled Account, within the limits stated herein, in accordance with its judgment as to the probable need of the Pooled Account for liquidity. Whenever Company Stock needs to be purchased or sold in order to maintain the Pooled Account's Cash Position within the limits set forth herein, IDS Trust shall undertake to buy or sell such stock. If the Pooled Account's Cash Position is less than 5% or greater than 10% as of 12:30 p.m. Central Time on any Business Day, then prior to the close of business on such day IDS Trust shall initiate the sale or purchase, as appropriate, of Company Stock in such amounts as would restore the Cash Position to the limits set forth herein if the purchase or sale transactions were settled on such date. If the Pooled Account's Cash Position is less than 5% or greater than 10% after 12:30 p.m. Central Time on any Business Day, then IDS Trust shall proceed as described in the preceding sentence the next Business Day. If the Pooled Account's Cash Position is restored to the limits set forth herein due to additional investments, withdrawals, or for any other reason, prior to IDS Trust's initiating a purchase or sale of Company Stock, then IDS Trust may, in its discretion, decide not to initiate such purchase or sale. Temporary deviations from the Pooled Account's specified Cash Position shall not be deemed a material violation of this Agreement. In the event IDS Trust concludes from time to time that the maximum Cash Position of the Pooled Account needs to be greater than 10%, in order to avoid or reduce an excessive, in the judgment of IDS Trust, number of sale transactions involving Company Stock, which excessive transactions are generating brokerage costs greater than those anticipated by the parties, it shall so notify Central Vermont, and Central Vermont may, in its discretion, advise IDS Trust as to the new maximum Cash Position which may be maintained for the Pooled Account. 5. VALUATION. The Pooled Account shall be valued by IDS Trust on each Business Day beginning with the first Business Day after the effective date of this Agreement in which the Pooled Account contains assets invested in, or transferred to, it by the Plan's Participants. On such first Business Day, IDS Trust shall establish a unit value for the Pooled Account of $10 and divide that initial unit value into all of the assets in the Pooled Account as of that date in order to determine the total number of units in the Pooled Account as of that date. Thereafter, the value of each unit shall vary with changes in the value of the assets in the Pooled Account. The number of units shall vary as assets are invested in or transferred to the Pooled Account, or withdrawn or transferred from the Pooled Account. Dividends earned by Company Stock in the Pooled Account shall be accounted for as an asset of the Pooled Account as of the stock's exdividend date. Such dividends shall be reinvested by IDS Trust in Company Stock. Earnings on the Cash Fund portion of the Pooled Account shall be reinvested in the Cash Fund. If IDS Trust initiates the purchase or sale of Company Stock on a Business Day, the total purchase or sale price of the shares bought or sold shall be used for purposes of valuing the Pooled Account on and after such date. IDS Trust shall determine the daily accrued fee to be used when valuing the Pooled Account. For purposes of determining unit values, the value of the Company Stock in the Pooled Account shall be determined by reference to the daily closing price provided by the pricing service used by IDS Trust as of such date. IDS Trust shall from time to time, upon Central Vermont's request, advise Central Vermont of the pricing service it uses. 6. INVESTMENTS IN THE POOLED ACCOUNT. A. Investments in, or transfers to, the Pooled Account by the Plan will be credited to the Plan as of the Business Day following the Business Day on which the Participant's request and funds are received by IDS Trust (if such funds are not already held by IDS Trust) if received before 12:30 p.m. Central Time. The unit value the Participant shall receive shall be determined as of the close of business on the Business Day such request and funds were actually received by IDS Trust, if received before 12:30 p.m. Central Time, and shall be reflected on the Participant's account balance at the close of that Business Day. B. Any invested or transferred amount received by IDS Trust after 12:30 p.m. Central Time will be credited to the Plan as of the second Business Day following the Business Day such request and funds were actually received. The unit value the Participant shall receive under such circumstances shall be determined as of the close of business on the Business Day following the Business Day such request and funds were actually received by IDS Trust, and shall be reflected on the Participant's account balance at the close of such Business Day. C. Once received hy IDS Trust, a Participant's request for investment of funds in, or transfer of funds to, the Pooled Account may not be cancelled. D. All Participant transfers to the Pooled Account from other investment options of the Plan must be initiated by telephone using the telephone number provided by IDS Trust. All other investments in the Pooled Account must be initiated by written authorized request sent to IDS Trust. 7. WITHDRAWALS FROM THE POOLED ACCOUNT. A. Requests for withdrawals, loans or transfers from the Pooled Account must be received by IDS Trust between 8:00 a.m. and 12:30 p.m., Central Time, in order to be processed as of that Business Day. If a request is received after 12:30 p.m., it will be deemed to have been received as of the next Business Day. Once received by IDS Trust, a Participant's request for a withdrawal, transfer or loan may not be cancelled. If the Pooled Account's Cash Position is sufficient to satisfy all Participant requests as of the Business Day they are received, funds will be transferred in accordance with the Participants' requests the next Business Day. If the Cash Position of the Pooled Account is insufficient to satisfy the requests of all Participants who have made a request as of a given Business Day, then such Participants will be notified that the transactions they have requested will be processed as of the seventh Business Day after the requests were received by IDS Trust unless sufficient cash to satisfy all such Participant requests is received by IDS Trust from new contributions, transfers in or loan repayments prior to such date. In such event, all such requests will be processed as of such earlier date. B. All Participant transfers from the Pooled Account to other investment options of the Plan must be initiated by telephone using the telephone number provided by IDS Trust. All other withdrawals, and all requests for loans, must be initiated by authorized written request sent to IDS Trust. 8. WITHDRAWALS OF COMPANY STOCK. A. Participants may request withdrawals from the Pooled Account either in cash or in Company Stock. If a withdrawal of Company Stock is requested, a Participant will receive the amount requested partly in cash and partly in Company Stock in such ratio as the Cash Position of the Pooled Account bears to the total amount of Company Stock in the Pooled Account as of the Business Day the Participant's request is received by IDS Trust (as determined in accordance with the rules set forth in Section 7. herein). In determining the amount of Company Stock to be distributed to a Participant, fractional share shall be rounded down to the next whole share. B. In the event a Participant's withdrawal of Company Stock is subject to taxation, the amount to be withheld by IDS Trust shall be based on the closing price of the shares on such Business Day as the Participant's request is received by IDS Trust (as determined in accordance with the rules set forth in Section 7. herein). 9. TIMING OF TRANSACTIONS. The times for the initiation and completion of all Participant transactions concerning the Pooled Account, including but not necessarily limited to transfers, investments, withdrawals and loans, shall be governed by the provisions of IDS Trust's January 1, 1990, Defined Contribution Administrative Services Agreement with Central Vermont to the extent that such times are not specified in this Agreement. In the event there is any inconsistency between the terms of the two Agreements, the terms of this Agreement shall take precedence. 10. PROXIES. All proxies for the Company Stock in the Pooled Account shall be voted by IDS Trust in accordance with the instructions it receives from the Central Vermont Public Service Corporation Employee Savings and Investment Plan Committee. 11. ASSIGNMENT OF AGREEMENT. No assignment of this Agreement (as defined in the Investment Advisers Act of 1940) shall be made by IDS Trust without the consent of Central Vermont, provided, however, that IDS Trust may assign this Agreement to another wholly-owned subsidiary of IDS Financial Corporation which is chartered as a trust company if IDS Trust first gives Central Vermont thirty days advance notice and Central Vermont does not object to the assignment within such period. Central Vermont Public Service Corporation on behalf of its Employee Savings and Investment Plan By: /s/ Joseph M. Kraus Its: Secretary 401(k) Committee IDS Trust, A division of IDS Bank & Trust By: /s/ Felicia A. Palmer Its: Vice President EX-4 7 EX-4.4B.1 AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT FOR CENTRAL VERMONT PUBLIC SERVICE CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN COMPANY POOLED STOCK ACCOUNT Whereas, IDS Trust has, per the Administrative Services Agreement, agreed to value a pooled account consisting of shares of CVPSC common stock and short term investments on a daily basis, using a methodology substantially similar to the valuation methodology utilized by IDS Trust's Collective Funds, and Whereas, IDS Trust has recently amended its 1989 Amended Declaration of Trust - Employee Benefit Trusts to allow the Collective Funds governed by this document to utilize a valuation methodology which takes account of the effects of security purchases and sales no later than the valuation at the end of the first working day following the trade date, which allows IDS Trust to utilize an automated valuation system to control and value the Collective Funds on a daily basis, and Whereas, IDS Trust wishes to provide the most effective long-term daily valuation service under the Administrative Services Agreement by utilizing the same valuation methodology as is now utilized by IDS Trust's Collective Funds, Therefore, Section 5 of the Administrative Services Agreement shall be amended by deleting the sixth sentence, and replacing the sixth sentence as follows: "If IDS Trust initiates the purchase or sale of Company Stock on a Business Day, the total purchase or sale price of the shares bought or sold shall be used for purposes of valuing the Pooled Account no later than the first business day following such purchase or sale." Whereas, the Pooled Account has been operated under the initial cash position guidelines of the Administrative Services Agreement since January 1, 1990, and IDS Trust and Central Vermont Public Service Corporation have mutually found that the cash flows of the Plan are such that a smaller average cash position is warranted, Therefore, the first sentence of Section 4 of the Administrative Services Agreement shall be amended to read: "IDS Trust shall maintain the percentage of the Pooled Account's assets invested in units of the Collective Cash Fund (the "Cash Position") between 4% and 6%." Amendment No. 1 to the Administrative Services Agreement is hereby approved this 9th day of August, 1990. Central Vermont Public Service Corporation on behalf of its Employee Savings and Investment Plan By: /s/ Jacquel-Anne Chouinard Its: Chairperson IDS Trust, a division of IDS Bank and Trust By: /s/ Darryl G. Harsman Its: Vice President EX-4 8 EX-4.4B.2 Amendment No. 2 to the Administrative Services Agreement for Central Vermont Public Service Corporation Employees Savings and Investment Plan Company Stock Pooled Account This Amendment No. 2 to the Administrative Services Agreement ("Administrative Services Agreement") is made and entered into this 30th day of June, 1995 by and between American Express Trust Company, a Minnesota trust company, ("American Express Trust") and Central Vermont Public Service Corporation (the "Employer"). WITNESS THAT: WHEREAS, American Express Trust and the Employer are parties to the Administrative Services Agreement made effective, initially January 1, 1990 which was later amended August 9, 1990 with respect to the Company's Stock Pooled Account for the Central Vermont Public Service Corporation Savings and Investment Plan (the "Plan"); and; WHEREAS, American Express Trust and the Employer wish to amend the Administrative Services Agreement to provide for a different cash position among certain other changes; and NOW THEREFORE, in consideration of the mutual covenants set forth in the Administrative Services Agreement, it is agreed by the parties hereto that the Administrative Services Agreement is hereby amended effective June 19, 1995 as follows with all other provisions of the Administrative Services Agreement which are not herein amended shall remain in full force: 1. By revising Section 4 by changing the minimum cash position to 2% and by changing the maximum cash position to 4%. 2. By adding to Section 9 as may be amended from time to time after January 1, 1990. 3. By deleting Section 10 in its entirety. IN WITNESS THEREOF, the parties have executed this Amendment No. 2 to the Administrative Services Agreement as of the date first written above. Central Vermont Public Service Corporation SIGNED: /s/ Jacquel-Anne Chouinard TITLE: Vice President, Human Resources American Express Trust Company SIGNED: /s/ Mark Ellis TITLE: Vice President EX-4 9 EX-4.4D INVESTMENT GUIDELINES FOR IDS TRUST RESEARCH 150 COLLECTIVE EQUITY FUND I. AUTHORIZED INVESTMENTS Investments will be limited to common stocks, short-term money market instruments and stock index futures contracts (including options on such contracts and options on stock indexes). No other categories of investment are contemplated for inclusion in the Fund's portfolio at this time. The Amended Declaration of Trust - IDS Trust Collective Investment Funds for Employee Benefit Trusts, as amended from time to time, is hereby incorporated by reference and made a part of these guidelines. The Fund will be managed in compliance with the provisions of ERISA at all times. II. PERFORMANCE GOAL The Fund's performance goal is to provide a total return exceeding the total return of the U.S. stock market. Total return reflects net income and changes in value in the Fund's investments. The Fund primarily compares its performance to the S&P 500 Stock Index (the "Stock Index"), which is a broad index of the U.S. stock market. From time to time, the Fund may also compare its performance to other publicly available stock indexes. III. EQUITY COMMITMENT It is anticipated that under normal market conditions the Fund's investments in common stocks will generally equal or exceed 90% of the market value of its portfolio. IV. COMMON STOCKS Ordinarily, the Fund will hold approximately l00 to 200 of the common stocks that are included in the Stock Index. Although the overall characteristics of the Fund's portfolio are expected to be comparable to the universe of stocks represented by the Stock Index, the composition of the Fund's portfolio will be different from that of the Stock Index. Common stocks the Fund purchases are rated on the basis of relative attractiveness for investment. Statistical techniques are used to create a portfolio of investments that on the whole is comparable in its risk characteristics to the Stock Index, but which emphasizes those stocks given a higher rating by securities analysts. Under normal circumstances, at least 65 percent of the Fund's assets will be in blue chip stocks. Blue chip stocks are stocks that are included in the Stock Index and are issued by companies with a market capitalization of at least $1 billion. The Fund may invest up to 20 percent of its total assets at the time of purchase in securities of foreign issuers. The Fund may invest only in foreign securities that are included in the Stock Index, or whose inclusion in the Stock Index in the near future has been announced by S&P. Foreign securities are currently included in the Stock Index only in the form of American Depository Receipts (ADRs). ADRs are receipts typically issued by an American bank or trust company that evidence ownership of underlying securities issued by a foreign corporation. Foreign investments may be subject to risks, including changes in currency rates, future political and economic developments and the possibility of seizure or nationalization of companies, imposition of withholding taxes on dividend income, establishment of exchange controls or adoption of other restrictions that might affect an investment adversely. No common stock holding shall represent more than 10% of the Fund's portfolio at the time of purchase, and no such holding may exceed 5% of the outstanding voting shares of the issuing corporation at the time of purchase. The Fund may not deal in short sales or margin transactions except in conjunction with the use of stock index futures contracts, options on stock index futures contracts and options on stock indexes. There are no restrictions on portfolio turnover or on realizing gains or losses. All purchase and sale transactions shall be conducted with the intention of obtaining the best net execution considering all relevant factors. V. CASH AND EQUIVALENTS Some or all of the Fund's cash may be invested in the IDS Trust Collective Cash Fund or in other pooled funds that invest primarily in high-quality money market instruments or other short-term instruments of comparable quality, including money market mutual funds or other cash collective investment funds. If cash is invested directly in money market instruments, such investments will be limited to commercial paper rated A-l or P-l, certificates of deposit of the 50 largest U.S. banks, and securities issued or guaranteed by the U.S. government or one of its agencies. Vl. STOCK INDEX FUTURES CONTRACTS AND RELATED OPTIONS Stock index futures contracts, options on such contracts and options on stock indexes (hereinafter called "futures contracts") may be used for hedging purposes only and not for speculation. In buying and selling futures contracts, the Fund will at all times abide by the regulations of the Commodity Futures Trading Commission defining hedging. The Fund may purchase futures contracts rather than common stocks in order to gain rapid exposure to the market in anticipation of buying common stocks. In such anticipatory hedge circumstances, cash or cash equivalents in the amount of the commodity value of the futures contracts is set aside in anticipation of common stock purchases in the future. Consideration will also be given to the value of futures contracts relative to the alternative of buying common stocks immediately. At no time, however, will futures contracts be purchased to leverage the Fund's portfolio. VII. INVESTMENT MANAGEMENT FEE The Fund pays IDS Trust a fee for managing the Fund. The fee is equal on an annualized basis to 0.50% of the Fund's daily net assets, and is accrued daily as an expense of the Fund. We have reviewed these Investment Guidelines and hereby affirm that they are in accord with the investment policy of the qualified retirement plan for which investment is intended. BY: /s/ Jacquel-Anne Chouinard TITLE: Vice President - Human Resources DATE: May 26, 1994 EX-4 10 EX-4.4E 1989 AMENDED DECLARATION OF TRUST - IDS TRUST COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS TABLE OF CONTENTS ARTICLE I - DEFINITIONS Sec. 1.1 Trust Sec. 1.2 Trustee Sec. 1.3 Collective Funds Sec. 1.4 Qualified Trust Sec. 1.5 Grantor Sec. 1.6 Participant Sec. 1.7 Authorized Representative Sec. 1.8 Valuation Date Sec. 1.9 Liquidating Fund ARTICLE II - TITLE OF TRUST, PURPOSE Sec. 2.1 Title of Trust Sec. 2.2 Purpose ARTICLE III - SEPARATE FUNDS Sec. 3.1 Separate Funds Created, Maintained and Confirmed Sec. 3.2 Funds Available Only to Qualified Trusts Sec. 3.3 Investment by Trustee of Its Own Funds Prohibited Sec. 3.4 Subdivision of Collective Funds ARTICLE IV - PARTICIPATION IN COLLECTIVE FUNDS Sec. 4.1 Authorization of Qualified Trust Sec. 4.2 Consent of Trustee Required to Become a Participant Sec. 4.3 Assets of the Collective Funds to be Devoted to Qualified Trusts and Eligible Employees and Beneficiaries Thereunder ARTICLE V - PROVISIONS WITH RESPECT TO COLLECTIVE FUNDS Sec. 5.1 Separate Administration of Each Fund Sec. 5.2 General Application of Certain Provisions of the Trust to All Funds Sec. 5.3 Deposits of Money in the Funds Sec. 5.4 Investments of the Equity Funds Sec. 5.5 Investments of the Fixed-Income Funds Sec. 5.6 Investments of the Cash Funds Sec. 5.7 Investments of the Balanced Funds Sec. 5.8 Investments of the Special Funds Sec. 5.9 Investments of the Index Funds Sec. 5.10 Prudent Trustee Rule Applicable Sec. 5.11 Prohibited Transactions Sec. 5.12 Trustee's Decision to Control Sec. 5.13 Right to Purchase Investments of a Qualified Trust Sec. 5.14 Right to Retain Cash Uninvested Sec. 5.15 Rights to Receive and Retain Investments Received on Conversion or Exchange Sec. 5.16 Income to be Accumulated Sec. 5.17 General Statements of Investment Policies for Collective Funds Sec. 5.18 Transfer of Assets Between Collective Funds ARTICLE VI - OTHER POWERS OF THE TRUSTEE WITH RESPECT TO THE FUNDS Sec. 6.1 Powers ARTICLE VII - DIVISION OF FUNDS INTO UNITS Sec. 7.1 Participation in Each Fund Determined by Units Sec. 7.2 Participation in Income, Gains and Losses in Accordance with Units Sec. 7.3 Right to Divide Units into Larger Number Sec. 7.4 Nonassignability, Right of Participation and Relative Preference and Priority of Units, etc. Sec. 7.5 Interest of a Participant not Subject to Garnishment or Attachment Sec. 7.6 Unit Value at Inception of Each Fund Sec. 7.7 Subsequent Determinations of Unit Values ARTICLE VIII - DEPOSITS IN THE FUNDS AND WITHDRAWAL THEREFROM Sec. 8.1 Notice, Time and Manner for Making Deposits in and Redemptions From Funds Sec. 8.2 Consent of Trustee Required, etc. Sec. 8.3 Redemption of Units Sec. 8.4 Time Allowed for Valuations and Payments Sec. 8.5 Chargeback to Participants of Accrued Income Included in a Redemption if Not Collected Sec. 8.6 Automatic Redemption of Units Ceasing to be a Qualified Trust Sec. 8.7 Duty of Grantor and Authorized Representative of a Participant, Ceasing to be a Qualified Trust, to Notify Trustee ARTICLE IX - LIQUIDATING FUNDS Sec. 9.1 Establishment of Liquidating Funds Sec. 9.2 Effect of Transfer to Liquidating Fund Sec. 9.3 Assignability Sec. 9.4 Powers of Trustee with Respect to Liquidating Funds ARTICLE X - ACCOUNTS AND AUDITS Sec. 10.1 Books of Account Sec. 10.2 Basis of Accounting Sec. 10.3 Annual Audit, Reports and Publicity Sec. 10.4 Annual Account Sec. 10.5 Objections to Accounts and Adjustment Thereof Sec. 10.6 Settlement of Accounts Sec. 10.7 Trustee's Right to Court Accounting ARTICLE XI - MISCELLANEOUS PROVISIONS WITH RESPECT TO TRUSTEE Sec. 11.1 Fees of the Trustee Sec. 11.2 Representation of Interested Parties Sec. 11.3 Notices Sec. 11.4 Merger, Consolidation or Reorganization of the Trustee Sec. 11.5 Trustee's Discretion and Exercise Thereof ARTICLE XII - AMENDMENT AND TERMINATION Sec. 12.1 Power of Amendment and Exercise Thereof Sec. 12.2 Limitation on Power of Amendment Sec. 12.3 Power to Terminate ARTICLE XIII - MINNESOTA LAW TO GOVERN ARTICLE XIV - DURATION OF TRUST ARTICLE XV - TRUST TO BE A DOMESTIC TRUST OF THE U.S. 1989 AMENDED DECLARATION OF TRUST - IDS TRUST COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS WHEREAS, IDS Bank & Trust, a state-chartered bank and trust company with its principal place of business in Minneapolis, Minnesota (hereinafter referred to as "Trustee") did heretofore under date of December 14, 1979 execute a Declaration of Trust establishing this Trust, which Trust has been amended from time to time; and WHEREAS, the Trustee wishes to amend said Declaration of Trust to change certain provisions; NOW THEREFORE, said Trustee does hereby amend the Declara- tion of Trust as this single legal instrument which will henceforth be known as the "1989 Amended Declaration of Trust - IDS Trust Collective Investment Funds For Employee Benefit Trusts" and will read as follows: ARTICLE I. DEFINITIONS As used herein, unless the context otherwise requires or unless otherwise herein expressly provided, the following terms shall have the following meanings: 1.1 Trust, or Declaration of Trust, shall mean all of the provisions of this instrument and of any and all other instruments supplemental hereto or amendatory hereof. 1.2 Trustee shall mean IDS Bank & Trust when it is acting or is to act as Trustee hereunder, or any successor bank or trust company into which or with which it shall be merged or consolidated or any corporation with trust powers resulting from any merger, consolidation or reorganization to which said Bank shall be a party, when acting as Trustee hereunder. 1.3 Collective Funds shall mean any of the Funds provided for under Section 3.1 hereof. 1.4 Qualified Trust shall mean only a pension trust, profit-sharing trust, stock bonus trust or other employee benefit trust or plan, private or governmental, (including the plan which it embodies or of which it is a part) which is qualified under the provisions of Section 401(a) and exempt under Section 501(a) of the Internal Revenue Code of 1986 or any similar provisions hereinafter enacted, or which is a governmental plan described in Section 3(a)(2)(C) of the Securities Act of 1933, or any provision substantially comparable to such Section hereinafter enacted, if the terms of such trust or plan, including any statutes or rules establishing or regulating a governmental plan, Specifically authorize it to participate in the Collective Funds, or any of them, or authorize it to participate in any common, collective or commingled trust funds. 1.5 Grantor shall mean the person or persons, legal or natural, who have created or adopted a Qualified Trust for the benefit of his, its or their eligible employees. 1.6 Participant shall mean any Qualified Trust, the moneys of which shall be invested through the medium of any or all of the Collective Funds. 1.7 Authorized Representatives means the trustee or trustees of each Participant, or a person or persons having fiduciary responsibilities with respect to a governmental plan that are substantially comparable to those of a trustee of a Participant, and the persons, if any, natural or legal, who, by the terms of a Qualified Trust which becomes a Participant hereunder, are granted direct authority, advisory power or control with respect to the investments thereof. 1.8 Valuation Date shall mean the last business day of any month as of which the value of the assets held in any Fund or Sub-Fund hereunder shall be determined, and the Trustee may change any such designation of a Valuation Date for any Fund hereunder from time to time; provided, however, that the Trustee shall be required to designate a Valuation Date for each Fund or SubFund hereunder not less frequently than once during each period of three (3) months; provided, however, that in the case of the cash fund described in Section 3.1 of Article III and Section 5.6 of Article V, Valuation Date shall mean each business day or such other date chosen by the Trustee from time to time in accordance with this section. 1.9 Liquidating Fund shall mean a Fund established pursuant to Article IX of this Trust. ARTICLE II. TITLE OF TRUST, PURPOSE Sec. 2.1 Title of Trust. The title of the Trust hereby established shall be: IDS TRUST COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS. Sec. 2.2 Purpose The purpose of the Trust is to establish and create separate Collective Funds to be operated and maintained by the Trustee exclusively for the collective investment and reinvestment, without distinction between principal and income, of moneys received and held by the Trustee hereunder for Qualified Trusts. ARTICLE III. SEPARATE FUNDS Sec. 3.1 Separate Funds Created, Maintained and Confirmed. Thirteen separate Collective Funds are established hereunder, designated respectively as the Collective Equity Fund A, Equity Fund B, Bond Fund, Cash Fund, Balanced Fund A, Balanced Fund B, Balanced Fund C, Income Fund, High Yield Bond Fund, International Fund, Equity Index Fund, Bond Index Fund and International Index Fund. The Trustee shall be empowered, however, to establish other and additional Collective Funds for such purposes as the Trustee may consider necessary or desirable by amendment of the Trust. In addition, without amendment of the Trust, the Trustee may from time to time establish and designate by appropriate names one or more additional funds to be operated in accordance with and subject to provisions substantially similar to those governing such previously operating funds as well as all other relevant provisions of the Trust. Sec. 3.2 Funds Available Only to Qualified Trusts. Investment through the medium of the Collective Funds shall be made only by Qualified Trusts which become Participants hereunder. Sec. 3.3 Investment by Trustee of Its Own Funds Prohibited. The Trustee shall not invest any of its own funds (as distinguished from funds held in a trust capacity for a Qualified Trust) in the Collective Funds or any of them, and shall have no beneficial interest (except as trustee, co-trustee, or agent of a Qualified Trust) in the assets of the Collective Funds. Sec. 3.4 Subdivision of Collective Funds. The Trustee shall be authorized to subdivide any Collective Fund established hereunder into two or more funds at any time and from time to time, for any purpose deemed appro- priate by the Trustee. ARTICLE IV. PARTICIPATION IN COLLECTIVE FUNDS Sec. 4.1 Authorization by Qualified Trust. In order to become a Participant, each Qualified Trust at the time it becomes a Participant hereunder shall contain a provision substantially as follows: "The 1989 Amended Declaration of Trust creating the IDS Trust Collective Investment Funds for Employee Benefit Trusts, is hereby made a part of this trust. Notwithstanding any other provision of this trust, the trustee(s) may cause any part or all of the moneys of this trust, without limitation as to amount, to be commingled with the money of trusts created by others, by causing such money to be invested as a part of any one or more of the Collective Funds created by said Declaration of Trust and moneys of this trust so added to any of said Collective Funds at any time shall be subject to all of the provisions of said Declaration of Trust as it is amended from time to time." Or shall generally authorize the investment of assets held in such Qualified Trust in any common, commingled or collective investment funds maintained by a bank. Sec. 4.2 Consent of Trustee Required to Become a Participant. No Qualified Trust shall become a Participant hereunder until the Trustee hereunder consents thereto. Such consent shall be evidenced by accepting money deposited by a Qualified Trust and awarding Units in a Collective Fund on account thereof. Sec. 4.3 Assets of the Collective Funds to be Devoted to Qualified Trust and Eligible Employees and Beneficiaries Thereunder. By the adoption of this instrument of trust as part of the instrument under which a Qualified Trust is administered, it shall be understood and agreed that: (a) except as otherwise provided in the instrument evidenc- ing the Qualified Trust with respect to contributions made pursuant to a mistake of fact or portions of contributions which are not deductible under the Internal Revenue Code of 1986, it shall be impossible at any time prior to the satisfaction of all liabilities with respect to the employees and their beneficiaries entitled to benefits under such Qualified Trusts for the trustee or trustees of such Qualified Trust or the Trustee hereunder to use or divert any part of the principal or income allocable hereunder to such Qualified Trust to or for purposes other than for the exclusive benefit of such employees or their beneficiaries; provided, that redemption by the Trustee of Units standing to the credit of a Participant in a Collective Fund by payment of the redemption value thereof to the trustee of such Participant shall be deemed to be for the exclusive benefit of employees and their beneficiaries; and (b) in the event of any merger or consolidation with, or transfer of assets or liabilities to, any other pension trust, profit-sharing trust, stock bonus trust or other employee benefit trust, or plan of which such trust is a part, each person participating in such plan or trust shall be entitled to receive a benefit immediately after such merger, consolidation or transfer (if such plan then terminated) which is equal to or greater than the benefit he would have been entitled to receive immediately before such merger, consolidation or transfer, if the plan had then terminated. ARTICLE V. PROVISIONS WITH RESPECT TO COLLECTIVE FUNDS Sec. 5.1 Separate Administration of Each Fund. The respective Collective Funds shall each be separately held, managed, administered, valued, invested, reinvested, distributed, accounted and otherwise dealt with by the Trustee. Sec. 5.2 General Application of Certain Provisions of the Trust to All Funds. With the exception of the types of investment which may be purchased by the Trustee for each Fund and with the exception of those powers hereinafter given to the Trustee, which by their nature can relate only to the investments held in one of the Funds, all of the provisions of this Declaration of Trust shall be applicable to each Fund separately. Thus, the unqualified term "Fund", as used in each provision hereof, shall mean that one of the several Funds provided for hereunder to which such provision is being applied at the time. Sec. 5.3 Deposit of Moneys in the Funds. Moneys received from a Qualified Trust may be deposited in one or more of the Funds in such proportions as shall be directed by the Authorized Representative of such Qualified Trust, and the Trustee may act and rely thereon and shall not be charged with any notice to the contrary. Sec. 5.4 Investments of the Equity Funds. The Trustee shall invest and reinvest moneys of any of the Equity Funds from time to time, without distinction as to principal and income, in common or capital stocks, whether or not income-producing; in other types and kinds of stocks or securities which are convertible into common or capital stocks; in put and covered call options (including both purchases and sales of such options); in repurchase agreements; in other tangible and intangible property or interests in property, either real or personal, the income return from which is not fixed or limited by the terms of the contract, document or instrument created or evidencing such property or interests in property, or, if fixed or limited, are convertible into property or interests in property, either real or personal, the income return from which is not fixed or limited by the terms of the stock or security or other contract or form of property into which the same is convertible; and in stock index futures contracts, options on stock index futures contracts, and options on stock indexes and averages, to the extent permitted by applicable law. The Trustee, in order to effect purchases and sales of futures contracts, options on such contracts, indexes and averages, and options on securities, may establish one or more futures accounts and/or margin accounts as appropriate or necessary, and may perform all other acts necessary and lawful in order to effect purchases and sales of such contracts and options. Despite the foregoing provisions, the Trustee, pending more permanent investment of moneys of any of the Equity Funds, may invest them temporarily in short-term, interest-bearing obligations. The Trustee may commingle the funds of any of the Equity Funds with the funds of any other trust of which the Trustee is trustee; but in such event the records of the Trustee shall at all times disclose, in a fair and equitable way selected by the Trustee, the relative interests in the commingled fund and in the income, profits and losses thereof, applicable to each such trust. Sec. 5.5 Investments of the Fixed-Income Funds. The Trustee shall invest and reinvest moneys of any of the Fixed-Income Funds from time to time, without distinction as to principal and income, in bonds, notes, debentures, mortgages and other interest-bearing securities, in preferred stocks (including any such obligations, securities or preferred stocks which are convertible into similar or different kinds of obligations, securities or stocks, even though the obligations, securities or stocks into which the same are so convertible are not ones the income return from which is fixed or limited); in put and covered call options (including both purchases and sales of such options); in lessors' interests in leases of either real or personal property or both; in repurchase agreements; in contracts, guaranteed investment contracts or other evidences of indebtedness or other tangible or intangible property or interests in property, either real or personal, the income return from which is fixed or limited by the terms of the contract, document or instrument creating or evidencing such property or interests in property; and in interest rate futures contracts, options on interest rate futures contracts, and options on other indexes and averages, to the extent permitted by applicable law. The Trustee, in order to effect purchases and sales of futures contracts, options on such contracts, indexes and averages, and options on securities, may establish and open one or more futures accounts and/or margin accounts as appropriate or necessary, and may perform all other acts necessary and lawful in order to effect purchases and sales of such contracts and options. The Trustee may commingle the funds of the Fixed-Income Fund with the funds of any other trust of which the Trustee is trustee; but in such event the records of the Trustee shall at all times disclose, in a fair and equitable way selected by the Trustee, the relative interests in the commingled fund and in the income, profits and losses thereof, applicable to each such trust. Sec. 5.6 Investments of the Cash Funds. The Trustee shall invest and reinvest moneys of any of the cash funds in marketable debt securities issued or guaranteed as to principal and interest by the United States Government or its agencies or instrumentalities, bank certificates of deposit (including certificates of deposit denominated in Eurodollars), bankers' acceptances, letters of credit and high-grade commercial paper, variable demand notes of prime credit, in repurchase agreements involving U.S. Government Securities and in pooled funds that invest primarily in high quality money market instruments or other short-term instruments of comparable quality, including money market mutual funds or other cash collective funds. The Cash Fund investments will be limited as follows: (1) The above investments must be payable on demand, or have a maturity date not exceeding 91 days from the date purchased; however, 20 percent of the value of the Fund may be invested in longer term obligations, (2) investments will normally be valued at amortized cost, (3) assets of the Fund will be held to maturity under usual circumstances, and (4) at all times no less than 20 percent of the Fund will be represented by cash-demand obligations and assets that will mature on the Fund's next business day. Sec. 5.7 Investments of the Balanced Funds. The Trustee shall invest moneys of any of the Balanced Funds in accordance with the general guidelines relating to Equity Funds and Fixed-Income Funds set forth in Sections 5.4 and 5.5. Sec. 5.8 Investments of the Special Funds. The Trustee shall invest moneys of any of the Special Funds in accordance with the general guidelines set forth in Sections 5.4 and 5.5 to the extent they are not inconsistent with the purpose and investment policies of such fund and in all other respects shall act in accordance with the provisions of Section 5.10. Sec. 5.9 Investments of the Index Funds. The Trustee shall invest moneys of the Index Funds in some or all of the securities, or other investments as appropri- ate, upon which the index related to a Fund's investment objective is based or in another common, collective or commingled index fund, having the same objective as such Fund, which is maintained by an affiliated or unaffiliated bank or trust company, and which is part of a trust that is a qualified trust under the appropriate provisions of the Internal Revenue Code. To the extent that the assets of one or more Collective Funds established by this Trust are invested in one or more common, commingled or collective funds established by another bank or trust company under a trust instrument, the trust established thereby shall be deemed a part of this Trust, and the Trustee is hereby authorized to appoint the trustee of such other common, commingled or collective funds as investment manager or managing agent for all assets of this Trust which are invested in such other funds. Investments may also be made in stock index futures contracts or interest rate futures contracts (including options on such contracts), as appropriate, and in any of the money market instruments set forth in the first paragraph of Sec. 5.6 of this Trust or in the Collective Cash Fund described in Sec. 5.16(d) hereof. In purchasing securities or other investments for an Index Fund, the Trustee shall seek the lowest commission rate consistent with the best net price to the Fund and shall not use Fund brokerage commissions for investment research purposes. Participants in a Fund may be charged the actual brokerage expenses incurred by the Fund resulting from the purchase or withdrawal of Units from the Fund by such Participants. All Participants shall be uniformly charged such brokerage expenses. Sec. 5.10 Prudent Trustee Rule Applicable. In the investment of each Fund, the Trustee shall select and use those investments, authorized as aforesaid for the particular Fund, which an ordinarily prudent person of discretion and intelligence, who is a trustee of the property of others, would acquire as such trustee. Sec. 5.11 Prohibited Transactions. In no circumstances shall the Trustee at any time knowingly engage in any transaction, with respect to the trust or any of the funds, which constitutes a "prohibited transaction" within the meaning of Section 4975 of the Internal Revenue Code of 1954 or Section 406 of the Employee Retirement Income Security Act of 1974, except to the extent such "prohibited transaction" is subject to an appropriate statutory or administrative exemption. Sec. 5.12 Trustee's Decision to Control. The decision of the Trustee as to whether or not an investment is of a type which may be purchased for any of the Collective Funds shall be conclusive. Sec. 5.13 Right to Purchase Investments of a Qualified Trust. The Trustee, at the time each Qualified Trust first deposits money in a Fund, may purchase for such Fund any property of such Qualified Trust which would then be appropriate for purchase by the Fund. Each such purchase shall be made at the then fair value of the property purchased and may be consummated, without payment of money therefor, by crediting to the account of the Participant the number of Units in the Fund which at the then value thereof, determined as hereinafter provided, equals the then fair value of the property 80 purchased. Except as so provided, the Trustee shall not purchase for a Fund any property owned by any Qualified Trust. Sec. 5.14 Right to Retain Cash Uninvested. Pending the selection and purchase of suitable investments or the payment of expenses or other anticipated distribu- tions, the Trustee may retain in cash, without liability for interest or other return thereon, such portion of any fund as it shall deem reasonable under the circumstances. Sec. 5.15 Rights to Receive and Retain Investments Received on Conversion or Exchange. Despite the limitations hereinbefore set forth with respect to the kinds of property or investments in which the moneys of any Fund may be invested, the Trustee may accept, receive and hold until such time as, in its discretion, it deems it advisable to sell or dispose of the same, any form of investment received in exchange for or in payment or liquidation of or by way of dividend distribution, or otherwise, upon or as a result of any merger, consolidation or reorganization of the issuer of any investment then held in such Fund, or in exercise of any subscription right given with respect to any investment, even though the investment so received or acquired does not qualify for investment purposes of such Fund as hereinbefore set forth. Sec. 5.16 Income to be Accumulated. All income of each Fund shall be added to the principal thereof and invested and reinvested as a part thereof. Sec. 5.17 General Statements of Investment Policies for Collective Investment Funds. The general investment objectives for the respective Collective Funds, subject to the authority set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 hereof are as follows: (a) Collective Equity Fund A - The primary objective is to achieve long-term capital appreciation through investment in common stocks, convertible securities, short-term money market instruments and stock index futures contracts (including options on such contracts and options on stock indexes). (b) Collective Equity Fund B - The primary objective is to achieve above average long-term capital appreciation through investment in the equity securities of companies determined to have the potential for distinguished earnings growth, convertible securities, short-term money market instruments and stock index futures contracts (including options on such contracts and options on stock indexes). (c) Collective Fixed-Income Fund - The primary objective is to maximize current income, consistent with the need for liquidity and preservation of principal, through investment in fixed-income securities (which may include securities convertible into common stocks), securities representing interests in pools of mortgage loans, financial futures contracts (including options on such contracts). (d) Collective Cash Fund - The primary objective of the Fund is to provide maximum current income consistent with liquidity and conservation of capital. (e) Collective Balanced Fund A - The dual objectives of the Fund are to obtain a moderate current yield which is slightly higher than the Balanced Fund B yield while achieving a long-term total return exceeding the current rate of inflation through an approximately evenly balanced portfolio of equity and fixed-income securities. Equity securities may comprise from 35% to 65% of the Fund portfolio, in the discretion of the Trustee. (f) Collective Balanced Fund B - The dual objectives of this Fund are to obtain a moderate current yield while achieving a long-term total return significantly exceeding the current rate of inflation through an equity-oriented balance between equity and fixed-income securities. Equity securities may comprise from 50% to 80% of the Fund portfolio in the discretion of the Trustee. (g) Collective Balanced Fund C - The dual objectives of this Fund are to obtain a moderate current yield which is slightly higher than the Balanced Fund A yield while achieving a long-term total return slightly exceeding the current rate of inflation through a fixed-income oriented balanced portfolio of equity and fixed-income securities. Equity securities may comprise from 20% to 50% of the Fund portfolio, in the discretion of the Trustee. (h) Collective Income Fund - The dual objectives of this Fund are to maximize current yield while preserving principal investment over the long-term through a portfolio balanced between fixed-income securities, investment contracts and money-market instruments. The portfolio may at any time be comprised of any combination of fixed-income securities, investment contracts and money-market instruments as determined by the Trustee. (i) Collective High-Yield Fixed-Income Fund - The primary objective is to achieve a high level of yield through a portfolio of fixed-income securities and debt-oriented securities with equity features which provide opportunities for above-average rates of income and, in some cases, the prospect of capital gains upon maturity. Generally the Fund will be invested in accordance with the provisions of Section 5.5; however, the Trustee may invest in such other securities as are deemed prudent when considered in light of the objectives of the Fund. (j) Collective International Fund - The primary objective is to achieve long-term capital appreciation and current income through a portfolio of non-U.S. securities. A secondary objective is to provide additional diversification to client portfolios. (k) Collective Equity Index Fund - The objective is to approximate as closely as possible the rate of return of a published equity index of a securities market or a rate of return of a specified segment of such market through investment in some or all of the securities upon which such index is based, and other investments as appropriate, or through investment in another common, commingled or collective fund which has the same investment objective as this Fund. (l) Collective Bond Index Fund - The objective is to approximate as closely as possible the rate of return of a published bond index of a securities market or a rate of return of a specified segment of such market through investment in some or all of the securities, and other investments as appropriate, upon which such index is based or through investment in another common, commingled or collective fund which has the same investment objective as this Fund. (m) Collective International Index Fund - The objective is to approximate as closely as possible the rate of return of a published index of the international securities market or a rate of return of a specified segment of such market through investment in some or all of the securities, and other investments as appropriate, upon which such index is based or through investment in another common, commingled or collective fund which has the same investment objective as this Fund. Sec. 5.18 Transfer of Assets Between Collective Funds. The Trustee may at any time transfer assets from any of the Collective Funds to any other Collective Fund on the basis of the fair market value of the assets so transferred, in the same manner as the sale or purchase of assets to or from third parties. ARTICLE VI. OTHER POWERS OF THE TRUSTEE WITH RESPECT TO THE FUNDS In the administration of each Fund and in exercising its exclusive right to manage and control the same, the Trustee shall have the following rights and powers exercisable by it, in its discretion, without order or license of any court: (a) To hold, manage, improve, repair and control all property, real or personal, at any time forming part of the Fund; (b) To sell, convey, transfer, exchange, partition, raze, remove, lease for any term (even though such term extends beyond the duration of the Fund or commences in the future), mortgage, pledge, and otherwise dispose of said property from time to time in such manner, for such consideration and upon such terms and conditions as the Trustee, in its discretion shall determine; (c) To employ such agents and counsel as may be reasonably necessary in managing and protecting the Fund and to pay them reasonable compensation out of the Fund; (d) To settle, compromise or abandon all claims and demands in favor of or against the Fund; (e) To borrow money, with or without security, for the Fund; (f) To vote any corporate stock or other security having voting power, either in person or by proxy, for any purpose; to exercise any conversion privilege or subscription right given to the Trustee as the owner of any security forming part of the Fund, even though the form of investment received on exercise of such conversion privilege or subscription right shall not be of a kind and character hereinbefore generally authorized for the investment of such Fund; to consent to, take any action in connection with, and receive and retain any securities resulting from any reorganization, consolidation, merger, readjustment of the financial structure, sales, lease or other disposition of the assets of any corporation or other organization, the stock or securities of which constitute a portion of the Fund; (g) To cause any securities or other property which may at any time form part of the Fund, to be issued, held or registered in the individual name of the Trustee or in the name of its nominee or in such form that title will pass by delivery; and (h) To do all other acts in its judgment necessary or desirable for the proper administration of the Fund, although the power to do such acts is not specifically set forth herein. ARTICLE VII. DIVISION OF FUNDS INTO UNITS Sec. 7.1 Participation in Each Fund Determined by Units. The Trustee shall credit to the account of each Qualified Trust which becomes a Participant in a Fund, that number of "Units" (including, in the discretion of the Trustee, a fraction of a Unit) which its deposit in such Fund will purchase at the then fair value of each Unit of such Fund. The records of the Trustee and the records of the Participant shall at all times reflect the number of Units standing to the credit of each Participant and the Trustee shall not issue certificates in representation thereof. Each Qualified Trust which at the time has Units standing to its credit shall be a Participant. Sec. 7.2 Participation in Income, Gains and Losses in Accordance with Units. The interests of the several Participants in a Fund and in the net earnings, profits and loses thereof shall be propor- tionate to the number of Units then standing to their respective clients. Sec. 7.3 Right to Divide Units into Larger Number. The Trustee may from time to time divide the Units of the Fund into a greater number of Units of lesser value, provided that the proportionate interest of each Participant in the Fund shall not thereby be changed. Sec. 7.4 Nonassignability, Right of Participation, and Relative Preference and Priority of Units, etc. Each Unit shall be nonassignable and shall represent an equal right to share in the Fund and in its net earnings, profits and losses, and no Unit shall have priority or preference over any other Unit of the Fund. However, all assets of the Fund shall be owned exclusively by the Trustee and no Participant shall have any individual ownership thereof. Sec. 7.5 Interest of a Participant not Subject to Garnishment or Attachment. The interest of a Participant in a Fund and in the net earnings, profits and losses thereof, shall not be subject to garnishment, attachment, levy, or execution of any kind for the debts or defaults of the trustees of the Participant or of any person, natural or legal, having any interest in any Qualified Trust. Sec. 7.6 Unit Value at Inception of Each Fund. At the inception of a money market Collective Fund, such as the Cash Fund, the fair value of each Unit shall be deemed to be $1.00. At the inception of all other funds, the fair value shall be deemed to be $10.00 unless the Trustee shall have specified some other value. Sec. 7.7 Subsequent Determination of Unit Values. 7.7.1. The Trustee shall compute the fair value of each Fund as of each Valuation Date as follows: (1) When the Valuation Date falls on a non-business day, the value of securities and other assets (except cash) shall be computed as of the preceding business date. (2) Securities listed on national securities exchanges are valued on the basis of the last-quoted sales price on the principal exchange on which traded or on the basis of a commercial pricing system chosen by the trustee, provided such system is generally accepted in the trust and securities industries as an accurate and consistent method of valuation. Equity securities traded in the over-the-counter market and listed securities for which no sale was made are valued at the mean of the bid and asked price of such securities. Securities for which market quotations are not readily available are valued at fair value as determined in good faith by the Trustee. Such fair values are determined by established procedures involving, among other things, market indices, matrices, yield curves, market data from independent brokers and financial files. Short-term investments are valued at amortized cost, which approximates market value. Security transactions are accounted for on the date the securities are purchased or sold. Dividend income is recorded on the ex-dividend date. (3) Loans secured by mortgages or deeds of trust shall be valued at the face value or principal amount thereof, unless the Trustee shall determine other values as a result of an appraisal of the security of any such obligations (such appraisal having been made either by the Trustee itself or by some person, firm or corporation employed by the Trustee to make such appraisal at the expense of the Fund), or changing interest rates and conditions, in which case they shall be valued at the value so determined. ARTICLE VIII. DEPOSITS IN THE FUNDS AND WITHDRAWALS THEREFROM Sec. 8.1 Notice, Time and Manner for Making Deposits in and Redemption from Funds. Moneys of Qualified Trusts may be deposited in a Fund, and Units owned by a Participant may be redeemed, only as of a Valuation Date, only if a written request or notice of intention of taking such action shall have been entered on or before such Valuation Date in the fiduciary records of the Trustee and approved by the Trustee, and only with authorization of the Authorized Representative of the Participant. An authorization to deposit money in the Fund may not be countermanded or canceled subsequent to the Valuation Date as of which such money is deposited in the Fund. Sec. 8.2 Consent of Trustee Required. Deposits of moneys in a Fund may be made only with the consent of the Trustee given as specified in Section 4.2. Sec. 8.3 Redemption of Units. Whole and (in the discretion of the Trustee) fractional Units may be redeemed. The amount of money to be paid upon the redemption of Units from the Fund shall be based upon the Unit Value on the Valuation Date as of which such redemption is made, provided, however, that, where permitted by law, the Trustee may withhold and retain in the Fund from the amount otherwise payable hereunder to a Participant for a Unit or Units redeemed, the actual brokerage expenses generated by such redemption or an amount which the Trustee shall determine from time to time to be the appropriate average cost to the Fund of selling property to procure the money to pay said amount. The amount thus to be withheld shall be treated as an asset of the Fund in determining the value of the Fund as of the Valuation Date on which such Unit or Units are redeemed. The provisions of this paragraph shall be uniformly applied as to all Participants. Sec. 8.4 Time Allowed for Valuations and Payments. The Trustee shall have a reasonable period not exceeding ten (10) days following each Valuation Date to make the computations necessary to value the Units and to make payment for Units redeemed. Sec. 8.5 Chargeback to Participants of Accrued Income Included in a Redemption if Not Collected. The Trustee shall have the right to charge back to, and collect from, each Participant that part of the amount paid the Participant upon a redemption of Units which represented a payment of accrued income that is not subsequently collected by the Trustee at the time fixed for its payments. Sec. 8.6 Automatic Redemption of Units on Ceasing to be a Qualified Trust. In the event a Participant ceases to be a Qualified Trust and upon notice of that fact given to the Trustee, Units allocated to such Participant shall automatically redeemed upon the next Valuation Date subsequent to the date the Trustee receives such notice. Sec. 8.7 Duty of Grantor and Authorized Representative of a Participant, Ceasing to be A Qualified Trust, to Notify Trustee. It shall be the duty of the Grantor and the Authorized Representative of each Participant to give the Trustee written notice of the occurrence of any event, the effect of which results in such Participant ceasing to be a Qualified Trust. Until actual receipt of such notice, the Trustee shall not be charged with notice thereof. ARTICLE IX. LIQUIDATING FUNDS Sec. 9.1 Establishment of Liquidating Funds. The Trustee shall promptly segregate and place in a Liquidating Fund, to be held and liquidated for the benefit of the then Participants, any property of the Fund which the Trustee deems advisable to distribute in kind or to liquidate in order to prevent any Participant from suffering loss or prejudice by reason of subsequent deposits in or withdrawals from the Fund. Sec. 9.2 Effect of Transfer to Liquidating Fund. Property held in a Liquidating Fund shall not be considered to be an asset of the Fund from which the same was transferred. Sec. 9.3 Assignability. Interest in Liquidating Funds may not be assigned. Sec. 9.4 Powers of Trustee with Respect to Liquidating Funds. The Trustee shall have, with respect to each Liquidating Fund, all the rights, powers and duties which it has with respect to the Funds, except that the Trustee shall not reinvest the cash thereof, but instead shall distribute that part of such cash which is not needed to pay expenses to those Participants who, at the time such distribution is made, have an interest in such Liquidating Fund, in the proportions which are ratable to their respective interest therein. ARTICLE X. ACCOUNTS AND AUDITS Sec. 10.1 Books of Account. The Trustee shall keep full records and books of account. Sec. 10.2 Basis of Accounting. The Trustee's accounts shall be kept on an accrual basis, except that accounts of Liquidating Funds, if any, shall be kept on a cash basis. Sec. 10.3 Annual Audit, Reports and Publicity. (a) The Trustee shall, at least once each year, cause audits to be made of the Fund and of each Liquidating Fund by auditors responsible only to the Board of Directors of the Trustee in accordance with the procedures required by the rules and regulations from time to time established by the Comptroller of the Currency as provided by MSA Sections 48.84 and 48.841. In the event such audits are performed by independent public accountants, the reasonable expenses of such audits may be charged to the Fund and the Liquidating Funds so audited. (b) The Trustee shall prepare and publish such financial reports of the Fund and of each Liquidating Fund, file them, furnish them, and give notice that such reports are available, and the Trustee shall make such charge or them, if any, all as shall be required or permitted by the rules and regulations from time to time established by the Comptroller of the Currency as provided by MSA Sections 48.84 and 48.841. (c) The Trustee may advertise or publicize the Fund in such manner as may be authorized by rules and regulations from time to time established by the Comptroller of the Currency as provided by MSA Sections 48.84 and 48.841. Sec. 10.4 Annual Account. Annually, within one hundred twenty (120) days after the close of the Fund's fiscal year, the Trustee shall furnish to the Grantor and Authorized Representatives of each participant which has an interest therein, a notice that a written account (which may be the report of audit for such fiscal year) of the operation of the Fund and of each Liquidating Fund, if any, for the preceding fiscal year, is available and will be furnished without charge upon request. Sec. 10.5 Objections to Accounts and Adjustment Thereof. If objections to specific items in such account are filed with the Trustee by any such person to whom an account is rendered, and the Trustee believes such objections to be valid, the Trustee may adjust the account in such manner as it deems equitable under the circumstances. Each person who was so entitled to receive a copy of the account shall be notified by the Trustee of any adjustment so made. Sec. 10.6 Settlement of Accounts. (1) If no objections to specific items in such account are filed with the Trustee within six (6) months after the account has been furnished, or (2) If the Trustee shall give notice of an adjustment of the account and no objections thereto are filed by any person to whom such notice wad given within six (6) months after notice of such adjustment has been furnished, or (3) If objections to specified items in such account are filed with the Trustee within six (6) months after the account has been furnished, and the Trustee gives no notice of any adjustment of the account within nine (9) months after such account has been furnished, and legal proceedings are not commenced against the Trustee within twelve (12) months after such account has been furnished, then, in any said events, the account of the Trustee with respect to all matters contained therein (as originally furnished if no adjustment was made, or, if adjustment was made, as adjusted) shall be deemed to have been approved with the same effect as though judicially approved by a court of competent jurisdiction in a proceeding in which all persons interested were made parties and were properly represented before such court. Sec. 10.7 Trustee's Right to Court Accounting. The Trustee hereunder, nevertheless, shall have the right to have its accounts settled by judicial proceedings in accordance with Chapter 259 of the Minnesota Session Laws of 1933 and act amendatory thereof (Sec. 501.32 to 501.37, both inclusive, Minnesota Statutes 1953), if it so elects, in which case the only necessary parties shall be the Trustee hereunder and the Grantor and Authorized Representative of the Qualified Trusts who are then Participants hereunder. ARTICLE XI. MISCELLANEOUS PROVISIONS WITH RESPECT TO TRUSTEE Sec. 11.1 Fees of the Trustee. The Trustee may charge a fee for the management of a Fund or of any Liquidating Fund, and shall be entitled to reimburse itself from any Fund or Liquidating Fund for all reasonable expenses incurred by it in the administration and management thereof. The Trustee shall also be entitled to charge to and receive from, or with respect to, each Participant, such reasonable fees as it is otherwise entitled to receive with respect to such Participant (including actual brokerage expenses generated by purchasing or redeeming units of any Index Fund). Sec. 11.2 Representation of Interested Parties. The Trustee shall be deemed to represent all persons, natural or legal, having an interest in a Fund, for the purpose of judicial proceedings affecting a Fund or any assets thereof, and only the Trustee need be made a party to any such action. Sec. 11.3 Notices. Notices and reports required to be given or furnished by the Trustee may be given by actual delivery or by mailing by first-class mail, postage pre-paid, to the most recent address known to the Trustee; such mailing, as the case may be, for all purposes hereunder shall be deemed to be the date as of which such notice, accounting or report was given or furnished. Sec. 11.4 Merger, Consolidation or Reorganization of the Trustee. In the event that the Trustee shall at any time merge or consolidate with or shall sell or transfer substantially all of its assets to another corporation, state or federal, having trust powers, the corporation resulting from such merger or consolidation or the corporation into which the Trustee is so converted or to which such sale or transfer shall be made shall thereupon become and be submitted hereunder in the place of the Trustee hereunder, with the same effect as though originally so named. Sec. 11.5 Trustee's Discretion and Exercise Thereof. Whenever in this Trust it is provided that any power may be exercised by the Trustee or any act or thing done by the Trustee involving the exercise of discretion, the discretion of the Trustee, when exercised in good faith and with reasonable care shall be absolute and uncontrolled; and its determination, when so made, to act or refrain from acting or to exercise such power or refrain from so doing, and as to the time or times and the manner in which action is to be taken or such power exercised shall be binding upon each Qualified Trust, the trustee or Trustees thereof and each person having or claiming any interest therein. ARTICLE XII. AMENDMENT AND TERMINATION Sec. 12.1 Power of Amendment and Exercise Thereof. The Trust may be amended from time to time by a resolution of the Board of Directors of the Trustee. A copy of such amendment shall be provided to the Authorized Representative of each Participant within 60 days of its adoption by the Board of Directors. Sec. 12.2 Limitation on Power of Amendment. No amendment may, either directly or indirectly, operate to deprive any Participant of its beneficial interest in a Fund as it is constituted on the effective date of the amendment. Sec. 12.3 Power to Terminate. The Trustee may at any time, without advance notice to any person, natural or legal, terminate any Fund, and thereupon all assets of the Fund may be transferred to a Liquidating Fund and held and distributed as provided in Article IX hereof. ARTICLE XIII. MINNESOTA LAW TO GOVERN The powers and duties of the Trustee and all questions of interpretation of this Declaration of Trust shall be governed by the laws of the State of Minnesota and of the United States. ARTICLE XIV. DURATION OF TRUST This Trust shall continue for the maximum period of duration permitted by the laws of the State of Minnesota and, in particular, until the benefits intended to be created and developed hereunder shall have been redeemed, paid and distributed to the Participants entitled thereto in accordance with the provisions of this Trust. ARTICLE XV. TRUST TO BE A DOMESTIC TRUST OF THE UNITED STATES The Trust provided for herein shall be created and organized in the United States and shall at all times be maintained as a domestic trust in the United States of America. IN WITNESS WHEREOF, IDS Bank & Trust has caused this 1989 Amended Declaration of Trust to be executed as of the 25th day of April , 1989. IDS BANK & TRUST By: /s/ Peter A. Lefferts Peter A. Lefferts President ATTEST: By: /s/ Curtis B. Ellis Curtis B. Ellis Secretary (CORPORATE SEAL) EX-4 11 EX-4.4F AMENDMENTS TO THE 1989 AMENDED DECLARATION OF TRUST IDS TRUST COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS The Board of Directors of IDS Bank & Trust amended the 1989 Amended Declaration of Trust - IDS Trust Collective Investment Funds for Employee Benefit Trusts (Trust) on November 27, 1989, July 1,1991 and October 28, 1991. The following are the amendments to the Trust. Section 3.1 is amended to read as follows: Fifteen separate Collective Funds are established hereunder, designated respectively as the Collective Equity Fund A, Equity Fund B, Fixed-Income Fund, Cash Fund, Balanced Fund A, Balanced Fund B, Balanced Fund C, Income Fund, High Yield-Income Fund, International Fund, Equity Index Fund, Bond Index Fund, International Index Fund, Global Country Tilt Fund and Federal Income Fund. The Trustee shall be empowered, however, to establish other and additional Collective Funds for such purposes as the Trustee may consider necessary or desirable by amendment of the Trust. In addition, without amendment of the Trust, the Trustee may from time to time establish and designate by appropriate names one or more additional funds to be operated in accordance with and subject to provisions substantially similar to those governing such previously operating funds as well as all other relevant provisions of the Trust. The following has been added as paragraph 2 to Section 5.5: The Trust may also invest and reinvest the moneys of the Fixed-Income Funds in the Collective Federal Income Fund. The following has been added as Section 5.5(a): Section 5.5(a) Investments of the Federal Income Funds. The Trustee shall invest and reinvest moneys of any of the Federal Income Funds from time to time r in securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies or its instrumentalities ("U.S. Government Securities") (including U.S. treasury bonds, notes and bills, GNMA securities, securities issued or guaranteed by federal agencies or government-sponsored enterprises that are not direct obligations of the U.S. government such as FHLB and FNMA securities and U.S. Government Securities representing part ownership of pools of mortgage loans); financial futures contracts, options on financial futures contracts and options on securities, to the extent permitted by applicable law. The Trustee, in order to effect purchases and sales of futures contracts, options on such contracts and options on securities may establish and open one or more futures accounts and/or margin accounts as appropriate or necessary and may perform all other acts necessary and lawful in order to effect purchases and sales of such contracts and options. A portion of the Fund's assets may be maintained in cash and cash equivalents. The cash equivalents that the Fund may use include short-term U.S. Government Securities and repurchase agreements collateralized by U.S. Government Securities. Some or all of the cash may be invested in the IDS Trust Collective Short-Term U.S. Government securities Fund or other short-term investment funds, provided the funds invest primarily in the kinds of investments permitted by these guidelines. Sentence 3 of Section 5.9 is amended to read as follows: Investments may also be made in stock index futures contracts or interest rate futures contracts (including options on such contracts and options on stock indexes), as appropriate, and in any of the money market instruments set forth in the first paragraph of Sec. 5.6 of this Trust or in the Collective Cash Fund described in Sec. S.16(d) hereof. The following has been added to Section 5.17: (n) Collective Equity Tilted Index Fund - The objective is to achieve a total return rate exceeding the total return rate of the U.S. stock market, as measured by reference to a published Equity index that is generally representative of the performance of the U.S. stock market, through investment in common stocks, short-term money market instruments and stock index futures contracts (including options on such contracts and options on stock indexes). (n) Collective Global Country Tilt Fund - The investment objective is to achieve long-term capital appreciation and current income by investing principally in a diversified portfolio of U.S. and non-U.S. securities. (o) Collective Federal Income Fund - The objective is to provide a high level of current income and safety of principal consistent with investment in U.S. government and government agency securities. Section 7.7.1(1) has been amended to read as follows: (1) Changes in holdings of portfolio securities and other assets shall be reflected no later than in the first calculation on the first business day following the trade date. Dividend income shall be recorded on the ex-dividend date. The second paragraph of Section 7.1.1(2) has been deleted in its entirety. EX-4 12 EX-4.4F.1 AMENDMENT TO THE 1989 DECLARATION OF TRUST - IDS TRUST COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS The 1989 Amended Declaration of Trust - IDS Trust Collective Investment Funds for Employee Benefit Trusts has been amended as follows: Section 5.13 shall be revised to read as follows: The Trustee may purchase for a Fund any property of a Qualified Trust which would then be appropriate for purchase by the Fund. Each such purchase shall be made at the then fair value of the property purchased and may be consummated, without payment of money therefore by crediting to the account of the Participant the number of Units in the Fund which at the then value thereof, determined as hereinafter provided, equals the then fair value of the property so purchased. Except as so provided, the Trustee shall not purchase for a Fund any property owned by any Qualified Trust. EFFECTIVE DATE: January 23, 1992 EX-4 13 EX-4.4G IDS Trust Collective Cash Fund Summary of Investment Guidelines Revision Effective July 1, 1991 The basic concept and strategy of the Cash Fund has not changed, including the following key points: *The investment objective is to provide maximum current income consistent with liquidity and conservation of capital. *At least 20% of the Fund will be liquid on the Fund's next business day. *Up to 20% of the Fund may have maturities exceeding 91 days. *No investment will have a maturity exceeding one year. The following items have been amended or clarified: *Banks authorized for short-term deposits have been defined as those U S. Banks and U S. subsidiaries or branches of foreign banks with capital, surplus and undivided profits of at least $100 million (as of the date of the most recently published annual financial statements). *The wording has been clarified to allow investments in short-term pooled funds which invest primarily in the kinds of investment permitted by the guidelines. *The wording has been clarified to state that 80% of the investments must be payable on demand, or have a maturity of less than 91 days. *The wording has been clarified to state that the Fund will strive to maintain a constant net asset value of $1. *The wording has been clarified to state that there are no limits on the amount of U.S. Government securities that may be purchased. *The wording has been clarified to state that no more than 10% of the portfolio may be invested in any one short-term investment fund at the time of purchase. NOTE: THIS FUND IS USED BY IDS FOR TEMPORARY INVESTMENT PURPOSES IN CONNECTION WITH THE INVESTMENT CHOICES AVAILABLE TO CV PARTICIPANTS. IT IS NOT A NEW INVESTMENT CHOICE FOR DIRECT INVESTMENT BY THE PARTICIPANTS. INVESTMENT GUIDELINES FOR IDS TRUST (a division of IDS Bank & Trust) COLLECTIVE CASH FUND I. INVESTMENT OBJECTIVE The objective of this Fund is to provide maximum current income consistent with liquidity and conservation of capital. The 1989 Amended Declaration of Trust - IDS Trust Collective Investment Funds for Employee Benefit Trusts, as amended from time to time, is hereby made a part of these guidelines by reference. The Fund will be managed in compliance with the provisions of ERISA at all times. II. INVESTMENTS The Fund may invest in short-term debt securities issued or guaranteed as to principal and interest by the government of the United States or by instrumentalities or agencies thereof ("U.S. Government Securities") and repurchase agreements collateralized by U.S. Government Securities. In addition, the Fund may invest in bank certificates of deposit, time deposits (including certificates of deposit and time deposits denominated in Eurodollars), banker's acceptances and letters of credit issued by U S. banks and U.S. subsidiaries or branches of foreign banks with capital, surplus and undivided profits (as of the date of the most recently published annual financial statements) in excess of $100 million. The Fund may also invest in commercial paper rated (on the date of investment) A-1 or P-1 by Standard & Poor's Corporation or by Moody's Investors Service Inc, respectively. Investments may also be made in short-term investment funds, provided the funds invest primarily in the kinds of investments permitted, by this section of the Guidelines. No other categories of investment are contemplated for inclusion in the Fund's portfolio at this time. III. MATURITY AND LIQUIDITY The Fund's investments will be limited as follows: 1. At least 80% of the investments must be payable on demand, or have a maturity date of less than 91 days. 2. Up to 20% of the value of the Fund may be invested in obligations with maturities exceeding 91 days. 3. At least 20% of the Fund will be represented by cash, demand obligations and assets that will mature on the Fund's next business day. 4. No investment will have a maturity in excess of one year. 5. Assets of the Fund will be held to maturity under usual circumstances, but may be sold prior to maturity should circumstances warrant. IV. VALUATION Investments will be valued at amortized cost while the Fund strives to maintain a constant net asset value of $1. V. SHORT-TERM SECURITIES At the time of purchase, with the exception of U S. Government Securities: 1. No issue, other than short-term investment funds, will represent more than 5% of the total portfolio. 2. No more than 10% of the total portfolio may be invested in the short-term securities of any one company. 3. No more than 10% of the portfolio may be invested in any one short-term investment fund. 4. All investments will be limited to listed issuers approved by IDS Trust. BY: /s/ Jacquel-Anne Chouinard ITS: Vice President - Human Resources DATE: 5/1/91 EX-4 14 EX-4.4H CENTRAL VERMONT PUBLIC SERVICE CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN IDS TRUST QUALIFIED PLAN SERVICES ADMINISTRATIVE SERVICES AGREEMENT EFFECTIVE JANUARY 1, 1992 This Agreement is between IDS Trust, a Division of IDS Bank & Trust Company, acting by and through said Company (hereinafter referred to as "IDS Trust"), the undersigned employer ("Employer") who maintains the Central Vermont Public Service Corporation Employee Savings and Investment Plan ("Plan") and the undersigned plan administrator ("Plan Administrator") for such Plan. Fees for the Administrative Services described in this Agreement are shown in Exhibit A attached to this Administrative Services Agreement and hereby made a part of the Agreement. Authorization of specific investments elected under the Plan is shown in Exhibit B, attached to this Administrative Services Agreement, and hereby made a part of the Agreement. The Administrative Services Fees in Exhibit A are contingent on both parties fulfilling their respective responsibilities as follows: On-going Services 1. Weekly, Central Vermont Public Service Corporation payroll services will provide to IDS Trust, by means of magnetic tape, diskette or mainframe to mainframe transmission, accurate employee deferral and employer match contribution data in the required format for each participant. This information will be accompanied by control totals that identify the total number of transactions and the total dollar amount of these transactions. Upon completion of balancing verification, IDS Trust will request a wire for the amount of aggregate contributions from Central Vermont Public Service Corporation. This request will be to one department and the wire will come from one source. 2. Weekly, IDS Trust will allocate contribution amounts across participant fund elections located on the IDS Trust recordkeeping system and invest monies accordingly in the investment funds. Investment will occur as soon as possible but will not be later than five (5) business days following receipt of complete and balanced data. 3. Monthly, Central Vermont Public Service Corporation will send to IDS Trust a complete package of all request forms completed by the participants. These forms could include change of name/address, change of 401(k) deferral rate, total distributions, hardship withdrawals, and federal income tax withholding elections and, if required by state law, state income tax withholding elections. The forms will have been reviewed for accuracy by Central Vermont Public Service Corporation. Like forms will be batched together and control counts provided to IDS Trust to ensure that all requests have been entered in the system. ** ** CORRECTION: A. Changes in 401(k) deferral rate are done quarterly. B. Loan requests are also processed monthly. 4. IDS Trust will satisfy the requests in item #3 above within the agreed upon performance guarantee of receipt of complete and accurate requests. Checks for withdrawals and distributions will be mailed directly to the latest participant address on the IDS Trust recordkeeping system. The withdrawal and distribution checks a participant receives will include statements reflecting fund and source payout activity and will state the taxability of dollars distributed. A tax informational letter will be enclosed and the required tax forms will be sent as noted in item #5. IDS Trust will prepare and mail the federal and, if required by state, state income tax form 1099R to all participants who have taken a withdrawal or received a distribution from the Plan. The forms will be mailed by the end of January immediately following the calendar year during which payout was made. Additionally, IDS Trust will send the corresponding information by electronic tape to the Internal Revenue Service and in hardcopy format to the appropriate state authorities by the end of February immediately following the calendar year during which payout was made. IDS Trust will transfer assets among investment funds based on direction provided by participants using IDS Trust's telephone transfer service. The telephone transfer service is available from 8:00 a.m. to 6:00 p.m. Central Standard time every business day. Requests made by 12:30 p.m. will be effective the same day, if later, requests will be effective the next business day. A confirmation of the transaction will be mailed directly to the participant at the latest participant address. 7. The daily and month end value of the Central Vermont Public Service Corporation Company Stock Pooled Account, the IDS Trust Collective Income Fund II the IDS Trust Research 150 Collective Equity Fund, the IDS Mutual Fund, Inc., and the IDS New Dimensions Fund, Inc. will be determined by the values of those investments as available to the Trustee. The daily and month-end value of the Central Vermont Public Service Corporation Company Stock Pooled Account will be determined as described in the separate agreement between IDS Trust and Central Vermont Public Service Corporation. Above and beyond that agreement, Central Vermont Public Service Corporation additionally understands and agrees that if the volume of activity increases over time and demonstrates the need to adjust the pooled account cash position, and Central Vermont Public Service Corporation does not authorize IDS Trust to increase the pooled account cash position, the fees paid by Central Vermont Public Service Corporation applicable to the pooled account may need to be increased in order to compensate IDS Trust for excessive brokerage and administrative expenses incurred in the administration of the pooled account. 8. At the end of each month, IDS Trust will create a report package to mail to the Employer. Such package will be mailed within the agreed upon performance guarantee. This package will provide information about each participant's balance in the plan and applicable activity since the last reporting date, i.e. any contributions deposited, gains or losses, withdrawals, and transfers. In addition, a trustee statement of asset activity and market value as of the immediately preceding month will be provided. 9. Each calendar quarter, IDS Trust will create standard statements for every participant in the plan. These statements will reflect account values as of the quarter end, and will be mailed directly to participant homes at the latest address available on the IDS Trust participant recordkeeping system within the agreed upon performance guarantee. 10. If it is necessary for IDS Trust to repeat any portion of its service due to incorrect information provided by Central Vermont Public Service Corporation, an additional fee will be charged. 11. Charges for services not specifically outlined will be determined by IDS Trust and communicated to Central Vermont Public Service Corporation upon request for such service. Examples of additional services include consulting, custom programming, creating mailing lists, generating magnetic tapes, calculating employee excess contributions, producing special reports, or processing manual entries. 12. Fees are stated at an annual rate based on the number of participant accounts maintained during the year, but are calculated and payable quarterly. A late payment fee of 1% per month for payments not received within 30 (thirty) days of the billing date will be assessed. ** ** Since most fees are now deducted from Trust assets, Central Vermont Public Service Corporation will not be held accountable for the timing of such deduction. 13. Once annually or as often as Central Vermont Public Service Corporation deems necessary the non-discriminatory testing will be performed by IDS Trust based on data supplied by Central Vermont Public Service Corporation. All test results will be communicated to Central Vermont Public Service Corporation including a hardcopy report of all test results. Terms of Agreement This Agreement will continue in effect unless terminated by IDS Trust or Central Vermont Public Service Corporation by written notice at least thirty (30) days prior to the termination date, unless stated otherwise in the Trust Agreement. Fees covered by this Agreement and consistent with the above assumptions are guaranteed for one year from the effective date unless Central Vermont Public Service Corporation plan provisions are changed prior to this date. IDS Trust requires sixty (60) days notice of plan changes. Central Vermont Public Service Corporation will be notified of impending fee increases sixty (60) days in advance of the effective date. Assignment No assignment (as defined in the Investment Advisers Act of 1940) of this Agreement shall be made by IDS Trust without the written consent of Central Vermont Public Service Corporation; provided, however, that IDS Trust may assign this Agreement to another wholly-owned subsidiary of IDS Financial Corporation which is organized and chartered as a trust company if IDS Trust first gives forty-five days advance notice and Central Vermont Public Service Corporation does not object within such forty-five day period. Central Vermont Public Service Corporation BY: /s/ Jacquel-Anne Chouinard ITS: ESIP Committee Chairperson DATE: 8/8/91 IDS Trust, A Division of IDS Bank & Trust, Acting By and Through Said Company BY: /s/ Lisa L. Grubel ITS: Vice President - Qualified Plan Services DATE: 8/8/91 Exhibit B CENTRAL VERMONT PUBLIC SERVICE CORPORATION INVESTMENT AUTHORIZATION EFFECTIVE JANUARY 1, 1992 A. Participant Investment Options Central Vermont Public Service Corporation authorizes the following investment fund vehicles* under the Central Vermont Public Service Corporation Employee Savings and Investment Plan. 1. Central Vermont Public Service Corporation Company Stock Pooled Account 2. IDS Trust Collective Income Fund II 3. IDS Trust Research 150 Collective Equity Fund 4. IDS Mutual Fund, Inc. 5. IDS New Dimensions Fund, Inc. B. Default Investments Central Vermont Public Service Corporation authorizes IDS Trust Collective Income Fund II as the default investment in those instances where a participant fails to make a proper investment election. C. IDS Trust Collective Cash Fund (STIF) Central Vermont Public Service Corporation authorizes IDS Trust Collective Cash Fund (STIF) as the Short Term Investment Fund for the holding of assets pending the purchase or sale of Central Vermont Public Service Corporation Company stock. * Central Vermont Public Service Corporation acknowledges receipt of the current prospectus of the investment companies designated for investments under the Plan and represents that it has delivered a copy thereof to each Participant in the Plan, and that it will deliver to each Participant making contributions and each new Participant, a copy of the then current prospectus of such investment companies. EX-4 15 EX-4.4H.1 AMENDMENT to the IDS Trust Qualified Plan Services Administrative Services Agreement Effective January 1, 1992 for Central Vermont Public Service Corporation Savings and Investment Plan This Amendment to the IDS Trust Qualified Plan Services Administrative Services Agreement for the Central Vermont Public Service Corporation Employee Savings and Investment Plan ("Administrative Services Agreement") is made and entered into this l9th day of October, 1994 by and between IDS Trust Company, a Minnesota trust company, ("IDS Trust) and Central Vermont Public Service Corporation (the "Company"). WITNESSETH THAT: WHEREAS, IDS Trust and the Company are parties to the Administrative Services Agreement made effective as of January l, 1992 with respect to the Central Vermont Public Service Corporation Savings and Investment Plan (the "Plan"); and WHEREAS, the Company wishes to amend Exhibit B of the Administrative Services Agreement to direct IDS Trust as to the establishment of certain investment funds under the Plan; NOW THEREFORE, in consideration of the mutual covenants set forth in the Administrative Services Agreement, it is agreed by the parties hereto that the Administrative Services Agreement is hereby amended effective as of the first date on which assets of the Plan were invested in the IDS Federal Income Fund as follows with all other provisions of the Administrative Services Agreement which are not herein amended remaining in full force and effect: 1. Section A. of Exhibit B is restated in entirety as follows: I. Investment Funds The Plan Administrator of the Central Vermont Public Service Corporation Savings and Investment Plan (the "Plan") hereby directs IDS Trust Company as trustee of the qualified trust established for the Plan to establish the following investment funds under the Plan: 1. Central Vermont Public Service Corporation Company Stock Pooled Account 2. IDS Trust Collective Income Fund II 3. IDS Trust Research 150 Collective Equity Fund 4. IDS Mutual Fund, Inc. 5. IDS New Dimensions Fund Inc. 6. IDS Federal Income Fund IN WITNESS THEREOF, the parties have executed this Amendment to the IDS Trust Qualified Plan Services Administrative Services Agreement for the Central Vermont Public Service Corporation Savings and investment Plan as of the date first written above. Central Vermont Public Service Corporation IDS Trust Company SIGNED: /s/ Jacquel-Anne Chouinard SIGNED: TITLE: Vice President - Human Resources TITLE: EX-4 16 EX-4.4H.2 Amendment No. 2 to the Central Vermont Public Service Corporation Savings and Investment Plan IDS Trust Qualified Plan Services Administrative Services Agreement This Amendment No. 2 to the Central Vermont Public Service Corporation Savings and Investment Plan - IDS Trust Qualified Plan Services' Administrative Services Agreement ("Administrative Services Agreement") is made and entered into this 30th day of June, 1995 by and between American Express Trust Company, a Minnesota trust company, ("American Express Trust") and Central Vermont Public Service Corporation (the "Employer"). WITNESS THAT: WHEREAS, American Express Trust and the Employer are parties to the Administrative Services Agreement made effective, initially January 1, 1992 with respect to the Central Vermont Public Service Corporation Savings and Investment Plan (the "Plan"); and; WHEREAS, American Express Trust and the Employer wish to amend the Administrative Services Agreement to provide for additional services under the Plan; and NOW THEREFORE, in consideration of the mutual covenants set forth in the Administrative Services Agreement, it is agreed by the parties hereto that the Administrative Services Agreement is hereby amended effective June 28, 1995, unless otherwise stated, with all other provisions of the Administrative Services Agreement which are not herein amended remaining in full force: 1. By revising Section 6 under On-going Services as follows: 6. American Express will transfer assets among investment funds based on direction provided by participants using American Express Trust's telephone transfer service. The telephone transfer service is available from 6:00 a.m. to 9:00 p.m. Central Standard time any day that the New York Stock Exchange is open for business. Requests made by 3:00 p.m. Central Standard time will be effective the same day; if later, requests will be effective the next day that the New York Stock Exchange is open for business. A confirmation of the transaction will be mailed directly to the participant at the latest participant address. 2. By revising an earlier correction to B that will now read as follows: B. Loan requests will be processed as they are received. 3. By adding item 14 as follows: 14. American Express Trust will coincident with each December's reporting cycle, provide to the Employer, a report that will identify each participant who is eligible to diversify their ESOP account. 4. Effective November 1, 1995 the following service will be added: TRANSACTION AVAILABLE ON THE AMERICAN EXPRESS TRUST INTERACTIVE VOICE RESPONSE SYSTEM A. At any time during any day of the year (except during periods of system maintenance and information updates), a Participant may request and execute Transactions to transfer existing balances between Investment Funds and/or change Investment Fund allocations for future Plan contributions by accessing the American Express Trust Transactional Interactive Voice Response System (TIVR). B. Investment Fund transfers placed by Participants via TIVR will be restricted to percentage transfer requests executed in whole percentages. Participants may request up to one transfer out of each Investment Fund per any day that the New York Stock Exchange is open for business through any combination of TIVR and/or a Telephone Line Service Representative. Investment allocation changes for future contributions are also limited to one per any day that the New York Stock Exchange is open for business. C. Investment Fund transfer and future contribution allocation requests executed by Participants are irrevocable. D. A Participant may select a new PIN through TIVR. A hardcopy confirmation of the new PIN will be mailed to the Participant at the home address maintained on the American Express Trust recordkeeping system within three days in which the New York Stock Exchange is open for business after the request is executed on TIVR. 5. Exhibit A shall be revised by adding a Conversion Fee of $5,000. IN WITNESS THEREOF, the parties have executed this Amendment No. 2 to the Central Vermont Public Service Corporation Savings and Investment Plan - IDS Trust Qualified Plan Services Administrative Services Agreement as of the date first written above. Central Vermont Public Service Corporation SIGNED: /s/ Jacquel-Anne Chouinard TITLE: Vice President, Human Resources American Express Trust Company SIGNED: /s/ Mark Ellis TITLE: Vice President EX-23 17 EX-23.A CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 6, 1995 included in Central Vermont Public Service Corporation's Form 10-K for the year ended December 31, 1994 and dated April 28, 1995 included in Central Vermont Public Service Corporation's Form 11-K, as supplemented and amended on Form 11-KA, dated June 26, 1995, for the year ended December 31, 1994 and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLF Boston, Massachusetts June 28, 1995 EX-99 18 EX-99.A CENTRAL VERMONT PUBLIC SERVICE CORPORATION 401(k) ENROLLMENT/CHANGE FORM Eligibility and participation in the Central Vermont Public Service Corporation 401(k) Plan are governed by Plan Document provisions. __ New Enrollment __ Change of Name __ Re-enrollment __ Change of Address __ Change of Salary Deferral __ Change of Beneficiary Percentage Rate __ Rollover __ I DO NOT WISH TO PARTICIPATE IN THE PLAN. I understand __ Stop Salary Deferral that I may elect to join and Contribution contribute at a later date. BASIC EMPLOYEE INFORMATION Social Security Number Employment Date Employee No. / / First Name M.I. Last Name Birth Date / / Mailing Address City State Zip Code SAVINGS DEFERRAL RATE Deduct the following percentage of my salary each pay period (not to exceed maximum annual IRS dollar limits) __1% __2% __3% __4% __5% __6% __7% __8% __9% __10% __11% __12% __13% __14% __15% CVPS will match your contribution 100% up to the first 4% you defer. INVESTMENT CHOICE - NEW ENROLLEES ONLY New enrollees may choose to contribute to one, several or all of the funds listed. (Investment contribution must be increments of whole percentages 10%, 50%, etc., and the total must equal 100%) ONCE ENROLLED, YOU CAN ONLY MAKE INVESTMENT CHANGES BY CALLING 1-800-437-SAVE, MONDAY - FRIDAY, 9 AM - 7 PM E.S.T. Company Stock New Dimensions Research Mutual Pooled Account Fund 150 Fund _____% _____% _____% _____% Income Federal Income Fund II Fund _____% _____% BENEFICIARY Please designate the beneficiary who will receive your account balance if you die. If you are not married, but marry while participating in the Plan, your spouse automatically becomes your beneficiary. If you are married and want to name someone other than your spouse as beneficiary, your spouse must approve this designation by signing below. Spouse signature needs to be notarized. BENEFICIARY______________________________________________ First Name M.I. Last Name BENEFICIARY'S SOCIAL SECURITY NUMBER_____________________________ I understand the beneficiary named above will receive any death benefits payable from the Plan and I waive my right to these benefits upon the death of my spouse. SPOUSE'S SIGNATURE______________________________DATE____________ NOTARY SIGNATURE AND SEAL_______________________ DATE___________ AUTHORIZATION I hereby authorize my employer to take the actions indicated above with regard to the Plan. EMPLOYEE'S SIGNATURE_____________________________DATE___________ FOR ADMINISTRATIVE USE ONLY Date Eligible__________ Date of Participation__________ Administrator Signature/Date____________________ -----END PRIVACY-ENHANCED MESSAGE-----