Form Of The 401(k) Savings Plan For Acs-gsg

FORM OF THE 401(k) SAVINGS PLAN FOR ACS-GSG


2


THE 401(k) SAVINGS PLAN FOR ACS-GSG


ORIGINALLY EFFECTIVE: JULY 1, 1988


AMENDED AND RESTATED: JANUARY 1, 1999


3


TABLE OF CONTENTS


PAGE
---- SECTION 1 -- DEFINITIONS 2
1.1 Accounts 2
1.2 Actual Contribution Percentage 3
1.3 Actual Deferral Percentage 3
1.4 Administrator 3
1.5 Annuity Starting Date 3
1.6 Board of Directors 3
1.7 Code 3
1.8 Compensation 3
1.9 Disability 4
1.10 Eligible Employee 4
1.11 Employee 4
1.12 Employer 4
1.13 ERISA 5
1.14 Fiscal Year 5
1.15 Former Participant 5
1.16 415 Compensation 5
1.17 Highly Compensated Employee 5
1.18 Hour of Service 6
1.19 Investment Fund 7
1.20 Leased Employee 7
1.21 Life Annuity 8
1.22 Limitation Year 8
1.23 Non-Highly Compensated Employee 8
1.24 Normal Retirement Age 8
1.25 Normal Retirement Date 8
1.26 One-Year Break-In-Service 8
1.27 Participant 9
1.28 Plan 9
1.29 Plan Year 9
1.30 Pre-Retirement Survivor Annuity 9
1.31 Qualified Joint and Survivor Annuity 9
1.32 Related Employer 9
1.33 Salary Reduction Agreement 9
1.34 Termination of Employment 10
1.35 Trust 10
1.36 Trustees 11
1.37 USERRA 11
1.38 Valuation Date 11


i 4


SECTION 2 -- PARTICIPATION 12
2.1 Commencement of Participation 12
2.2 Obligation of Participant 12
2.3 Termination of Participation 12
2.4 Reemployment After Termination of Employment 12


SECTION 3 -- CONTRIBUTIONS 13
3.1 Salary Reduction 13
3.2 Matching Contributions 16
3.3 Discretionary Employer Contributions. 18
3.4 Supplemental Contributions 19
3.5 Annual Limitation on Contributions. 20
3.6 Rollover Contributions 21
3.7 Reemployment of Returning Veterans. 22


SECTION 4 -- VESTING 24
4.1 Matching and Discretionary Accounts 24
4.2 Salary Reduction, Supplemental, Retirement Plan and
Rollover Accounts 25
4.3 Transfer Accounts 25


SECTION 5 -- FORFEITURES 26
5.1 Forfeiture 26
5.2 Allocation 26
5.3 Restoration of Benefits 26


SECTION 6 -- ALLOCATIONS AND INVESTMENTS 27
6.1 Individual Accounts 27
6.2 Investment of Accounts 27
6.3 Allocations of Earnings and Losses 28
6.4 Allocation to Individual Accounts 29
6.5 Fiduciary Responsibility 29
6.6 Change of Investment Funds 29


SECTION 7 -- DISTRIBUTIONS 30
7.1 Distributions Upon Termination of Employment 30
7.2 Distributions During Employment 37
7.3 Loans 40
7.4 Incompetence of Distributee 40
7.5 Location of Participant or Beneficiary Unknown 41
7.6 Direct Rollover. 42
7.7 Payments Made Pursuant to a Qualified Domestic
Relations Order 43


ii 5


SECTION 8 -- EMPLOYEE TRANSFERS BETWEEN
THE EMPLOYER AND RELATED EMPLOYERS 44
8.1 Transfer from the Employer to a Related Employer 44
8.2 Transfer to the Employer from a Related Employer 44


SECTION 9 -- AMENDMENT AND TERMINATION 44
9.1 Amendment 44
9.2 Termination, Partial Termination, or Complete
Discontinuance of Contributions 45
9.3 Permissible Reversions 45


SECTION 10 -- CLAIMS 47
10.1 General 47
10.2 Insufficiency of Claim 47
10.3 Claim Review 47
10.4 Right of Appeal 48
10.5 Review of Appeal 48


SECTION 11 -- ADMINISTRATION 50
11.1 Named Fiduciaries for Administration of Plan
and for Investment and Control of Plan Assets. 50
11.2 Plan Administrator 50
11.3 Actions Conclusive 52
11.4 Appointment of Agents 52
11.5 Reliance on Opinions, Etc. 52
11.6 Records and Accounts 52
11.7 Payment of Expense 52
11.8 Liability 53


SECTION 12 -- TRUST AGREEMENT 54
12.1 The Trust Agreement 54
12.2 No Diversion of Corpus or Income 54


SECTION 13 -- MISCELLANEOUS 55
13.1 Limitation of Rights; Employment Relationship 55
13.2 Merger; Transfer of Assets 55
13.3 Prohibition Against Assignment 56
13.4 Applicable Law; Severability 57
13.5 Reliance Upon Copy of Plan 57
13.6 Gender and Number; Captions or Headings 57


iii 6


SECTION 14 -- TOP-HEAVY PROVISIONS 58
14.1 Determination of Top-Heavy Status 58
14.2 Key Employees 61
14.3 Non-Key Employee 62
14.4 Additional Rules 62
14.5 Minimum Benefit 63


SECTION 15 -- PARTICIPATING EMPLOYERS 64
15.1 Adoption by Other Employers 64
15.2 Requirements of Participating Employers 64
15.3 Designation of Agent 64
15.4 Employee Transfers 64
15.5 Participating Employer's Contributions 64
15.6 Discontinuance of Participation 65
15.7 Administrator's Authority 65


iv 7


PREAMBLE


Computer Data Systems, Inc. ("CDSI") established The Retirement Plan for Employees of Computer Data Systems, Inc. effective July 1, 1979 (the "Retirement Plan"), a tax-qualified defined contribution plan under Internal Revenue Code section 401(a) designed to provide participants with an additional source of retirement income through discretionary employer contributions. CDSI subsequently established The 401(k) Savings Plan for Employees of Computer Data Systems, Inc. effective July 1, 1988 (the "401(k) Plan"), a tax-qualified defined contribution plan under Internal Revenue Code section 401(a) with a salary reduction feature designed to allow participants to defer a portion of their income into the Plan. As an incentive for deferring the 401(k) Plan provides for a matching contribution. The 401(k) Plan also provided for supplemental employer contributions made for certain long-term employees under the CDSI's "10-year plan." In 1997, Affiliated Computer Services, Inc. purchased CDSI. CDSI changed its name to ACS-Government Solutions Group ("ACS-GSG").


To simplify the administration of the plans, ACS-GSG merged the Retirement Plan into the 401(k) Plan in 1998. The 401(k) Plan, now known as The 401(k) Savings Plan for ACS-GSG (the "Plan"), is hereby amended and restated effective as of January 1, 1999 (except where an earlier date is indicated) to effectuate the merger and to comply with the requirements imposed by the Retirement Protection Act of 1994, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997 and other technical changes. In addition, contributions under the 10-year plan will cease for plan years after December 31, 1998.


1 8


SECTION 1
DEFINITIONS


1.1 ACCOUNTS.


(a) SALARY REDUCTION ACCOUNT. The account of a Participant which
is credited with salary reduction contributions made pursuant
to Section 3.1(a).


(b) MATCHING ACCOUNT. The account of a Participant which is
credited with matching contributions made pursuant to Section
3.2(a).


(c) DISCRETIONARY ACCOUNT. The account of a Participant which is
credited with discretionary Employer contributions made
pursuant to Section 3.3.


(d) SUPPLEMENTAL ACCOUNT. The account of a Participant which is
credited with supplemental contributions made pursuant to
Section 3.4.


(e) ROLLOVER ACCOUNT. The account of a Participant which is
credited with a qualified rollover of a distribution from a
qualified retirement plan pursuant to Section 3.6.


(f) TRANSFER ACCOUNT. Each account, set forth in Appendix I, of a
Participant attributable to amounts transferred from a
qualified plan maintained by a Related Employer pursuant to
Section 8.2.


(g) RETIREMENT PLAN ACCOUNTS. The accounts of a Participant
attributable to contributions made to The Retirement Plan for
Employees of Computer Data Systems, Inc. as described below:


(I) RETIREMENT PLAN SUPPLEMENTAL ACCOUNT. The account
attributable to Employer contributions made on behalf
of the Participant to The Retirement Plan for
Employees of Computer Data Systems, Inc.


(II) RETIREMENT PLAN AFTER-TAX ACCOUNT. The account
attributable to Participant's after-tax contributions
to The Retirement Plan for Employees of Computer Data
Systems, Inc.


2 9


(III) RETIREMENT PLAN ROLLOVER ACCOUNT. The account
attributable to Participant's rollover contributions
to The Retirement Plan for Employees of Computer Data
Systems, Inc.


1.2 ACTUAL CONTRIBUTION PERCENTAGE. The ratio of:


(a) Matching contributions for the Plan Year; to


(b) Compensation for the Plan Year.


1.3 ACTUAL DEFERRAL PERCENTAGE. The ratio of:


(a) Salary reduction contributions for the Plan Year; to


(b) Compensation for the Plan Year.


1.4 ADMINISTRATOR. The party designated by the Board of Directors pursuant
to Section 10.1(a). If the Board of Directors does not appoint an
Administrator the Employer shall act as such.


1.5 ANNUITY STARTING DATE. The first day of the first period for which an
amount is payable as an annuity or, in the case of a benefit not
payable in the form of an annuity, the first day on which all events
have occurred which entitle the Participant (or beneficiary) to his
benefit.


1.6 BOARD OF DIRECTORS. The Board of Directors of ACS-Government Solutions
Group.


1.7 CODE. The Internal Revenue Code of 1986, as amended.


1.8 COMPENSATION.


(a) DEFINITION. Total remuneration for services paid within the
Plan Year by the Employer to a Participant as reported to the
Internal Revenue Service on Form W-2 increased by any amounts
contributed through a salary reduction agreement under this
Plan and into a cafeteria plan pursuant to Code section 125.


3 10


(b) LIMITATION. No amounts paid during a Plan Year in excess of
$150,000 (as adjusted pursuant to Section 401(a)(17) of the
Code) shall be taken into account to determine benefits
hereunder. (Effective January 1, 2000, this adjusted
limitation was $170,000.)


1.9 DISABILITY. An illness or injury of a potentially permanent nature,
expected to last for a continuous period of not less than 12 months,
certified by a physician selected by or satisfactory to the Employer
which prevents the Participant from engaging in any occupation for wage
or profit for which the Employee is reasonably fitted by training,
education or experience.


1.10 ELIGIBLE EMPLOYEE. An Employee of the Employer who may participate in
the Plan because he:


(a) Is not a member of a collective bargaining unit unless covered
by a collective bargaining agreement that expressly provides
for participation in the Plan;


(b) Is not a nonresident alien with no U.S. source earned income;


(c) Is not a Leased Employee;


(d) Is not an individual who the Employer classifies as an
independent contractor (regardless of the individual's
employment status under applicable law); and


(e) Is not an individual who the Employer classifies as a W-2
non-benefitted employee.


1.11 EMPLOYEE. Any individual on the payroll of the Employer or a Related
Employer, and not paid by accounts payable, whose wages from the
Employer or Related Employer are subject to withholding for the
purposes of Federal income taxes and the Federal Insurance
Contributions Act and any Leased Employee of the Employer or a Related
Employer.


1.12 EMPLOYER. ACS-Government Solutions Group and any successor organization
to such Employer which elects to continue the Plan as well as any
Participating Employer as defined in Section 15.


4 11


1.13 ERISA. The Employee Retirement Income Security Act of 1974, as amended.


1.14 FISCAL YEAR. The twelve (12) month period commencing each July 1.


1.15 FORMER PARTICIPANT. Any individual who is no longer a Participant but
who continues to have an Account in the Plan.


1.16 415 COMPENSATION. The total amount for the Limitation Year of wages,
salaries, fees for professional services, and other amounts received
for personal services actually rendered in the course of employment
with the Employer maintaining the Plan, but excluding income from the
issuance, exercise or sale of any stock option, or any other amounts
which receive special tax benefits. Effective for Plan Years beginning
after December 31, 1997, 415 Compensation shall include salary
reduction contributions to any qualified retirement plan and any amount
contributed to a cafeteria plan which is not included in the Employee's
income by reason of Code section 125.


1.17 HIGHLY COMPENSATED EMPLOYEE.


(a) For purposes of this Section 1.17, the following definitions
and rules of interpretation shall apply:


(I) The determination year is the Plan Year for which the
determination of who is highly compensated is being
made.


(II) The look-back year is the twelve (12) month period
immediately preceding the determination year.


(III) The top-paid group consists of the top twenty percent
(20%) of employees ranked on the basis of
compensation received during the year. For purposes
of determining the number of employees in the
top-paid group, employees described in section
414(q)(5) of the Code and Q&A 9(b) of section
1.414(q)-1T of the Regulations are excluded.


(b) For Plan Years beginning on and after January 1, 1997, the
term "Highly Compensated Employee" shall mean any Employee of
the Employer or a Related Employer who:


5 12


(I) owned more than five percent (5%) of the Employer or
a Related Employer (including any ownership
attributable from a related party under Code section
318) at any time during the determination year or the
look-back year, or


(II) had 415 Compensation in excess of $80,000 (as
adjusted pursuant to Code section 414(q)(1)), and if
the Employer so elects, was a member of the top-paid
group during the look-back year.


(c) A Highly Compensated Employee shall also include an Employee
who separated from service (or was deemed to have separated)
prior to the determination year, and performs no service for
the Employer during the determination year, but who was a
Highly Compensated Employee as defined under Section 1.17(b)
above for either the separation year or any determination year
ending on or after such Employee's 55th birthday.


1.18 HOUR OF SERVICE. "Hour of Service" means:


(a) Each hour for which an Employee is paid or entitled to payment
for the performance of duties by the Employer, a Related
Employer or a prior employer named in Appendix II;


(b) Each hour for which an Employee is paid or entitled to payment
by the Employer or a Related Employer (for reasons such as
vacation or sickness) other than for the performance of
duties. No more than 501 Hours of Service shall be credited
under this paragraph to an Employee on account of any single
continuous period during which the Employee performs no duties
(whether or not such period occurs in a single computation
period). No credit shall be given for hours for which no
duties are performed but for which payment by the Employer or
Related Employer is made or due under a plan maintained solely
for the purpose of complying with applicable worker's
compensation, unemployment compensation or disability
insurance laws, or where payment solely reimburses an Employee
for medical or medically related expenses incurred by the
Employee; and


(c) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer or
Related Employer. The same Hours of Service shall not be
credited both under paragraph (a) or paragraph (b), as the


6 13


case may be, and under this paragraph (c). These 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.


Effective as of October 13, 1996, Hour of Service shall also include a
military leave while the Employee's reemployment rights are protected
by law, or such additional or other periods as are granted by the
Employer as military leave, provided the Employee returns to employment
within ninety (90) days of the end of his military leave (or such
longer period of time as his reemployment rights are protected by law).
Hours under this paragraph shall be credited on the basis of the lesser
of (i) a forty (40) hour work week or applicable pro rata portion
thereof or (ii) his customarily scheduled work week or applicable pro
rata portion thereof. The same Hours of Service shall not be credited
under (a) - (c) above, as the case may be, and under this paragraph.


1.19 INVESTMENT FUND. The funds referred to in Section 6 hereof for the
investment and reinvestment of a Participant's share of contributions
and assets held under the Plan, sometimes also referred to as "Fund" or
"Funds".


1.20 LEASED EMPLOYEE.


(a) A Leased Employee is any person who provides services to the
Employer if:


(I) Such services are provided pursuant to an agreement
between the Employer and any other person ("leasing
organization");


(II) Such services are performed under the primary
direction or control of the Employer;


(III) Such services are provided to the Employer on a
substantially full-time basis for a period of at
least one (1) year; and


(IV) The Employer classifies such person as a Leased
Employee (regardless of the individual's employment
status under applicable law).


(b) When a Leased Employee ceases to provide services pursuant to
an agreement between the Employer and a leasing organization
but continues to work under the


7 14


direction of the Employer, the Employer may reclassify the
Leased Employee a ...