Form Of Acs Shared Services Savings Plan

FORM OF ACS SHARED SERVICES SAVINGS PLAN


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ACS SHARED SERVICES SAVINGS PLAN


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TABLE OF CONTENTS


PREAMBLE


ARTICLE I
DEFINITIONS


1.1 PLAN DEFINITIONS 2 1.2 INTERPRETATION 6


ARTICLE II
SERVICE


2.1 DEFINITIONS 7 2.2 CREDITING OF HOURS OF SERVICE 8 2.3 HOURS OF SERVICE EQUIVALENCIES 9 2.4 LIMITATIONS ON CREDITING OF HOURS OF SERVICE 9 2.5 DEPARTMENT OF LABOR RULES 10 2.6 YEARS OF ELIGIBILITY SERVICE 10 2.7 YEARS OF VESTING SERVICE 10


ARTICLE III
ELIGIBILITY


3.1 ELIGIBILITY 11 3.2 TRANSFERS OF EMPLOYMENT 11 3.3 REEMPLOYMENT 11 3.4 NOTIFICATION CONCERNING NEW ELIGIBLE EMPLOYEES 11 3.5 EFFECT AND DURATION 11


ARTICLE IV
TAX-DEFERRED CONTRIBUTIONS


4.1 TAX-DEFERRED CONTRIBUTIONS 12 4.2 AMOUNT OF TAX-DEFERRED CONTRIBUTIONS 12 4.3 CHANGES IN REDUCTION AUTHORIZATION 12 4.4 SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS 13 4.5 RESUMPTION OF TAX-DEFERRED CONTRIBUTIONS 13 4.6 DELIVERY OF TAX-DEFERRED CONTRIBUTIONS 13 4.7 VESTING OF TAX-DEFERRED CONTRIBUTIONS 13


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ARTICLE V
AFTER-TAX AND ROLLOVER CONTRIBUTIONS


5.1 NO AFTER-TAX CONTRIBUTIONS 14 5.2 ROLLOVER CONTRIBUTIONS 14 5.3 VESTING OF ROLLOVER CONTRIBUTIONS 14


ARTICLE VI
EMPLOYER CONTRIBUTIONS


6.1 CONTRIBUTION PERIOD 15 6.2 QUALIFIED NONELECTIVE CONTRIBUTIONS 15 6.3 ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS 15 6.4 MATCHING CONTRIBUTIONS 15 6.5 ALLOCATION OF MATCHING CONTRIBUTIONS 16 6.6 VERIFICATION OF AMOUNT OF EMPLOYER CONTRIBUTIONS BY THE SPONSOR 16 6.7 PAYMENT OF EMPLOYER CONTRIBUTIONS 16 6.8 ELIGIBILITY TO PARTICIPATE IN ALLOCATION 17 6.9 VESTING OF EMPLOYER CONTRIBUTIONS 17 6.10 ELECTION OF FORMER VESTING SCHEDULE 18 6.11 FORFEITURES TO REDUCE EMPLOYER CONTRIBUTIONS 18


ARTICLE VII
LIMITATIONS ON CONTRIBUTIONS


7.1 DEFINITIONS 19 7.2 CODE SECTION 402(g) LIMIT 22 7.3 DISTRIBUTION OF EXCESS DEFERRALS 23 7.4 LIMITATION ON TAX-DEFERRED CONTRIBUTIONS OF
HIGHLY COMPENSATED EMPLOYEES 23 7.5 DISTRIBUTION OF EXCESS TAX-DEFERRED CONTRIBUTIONS 24 7.6 LIMITATION ON MATCHING CONTRIBUTIONS OF HIGHLY
COMPENSATED EMPLOYEES 25 7.7 FORFEITURE OR DISTRIBUTION OF EXCESS CONTRIBUTIONS 26 7.8 MULTIPLE USE LIMITATION 27 7.9 DETERMINATION OF INCOME OR LOSS 27 7.10 CODE SECTION 415 LIMITATIONS ON CREDITING OF
CONTRIBUTIONS AND FORFEITURES 27 7.11 COVERAGE UNDER OTHER QUALIFIED DEFINED CONTRIBUTION PLAN 28 7.12 COVERAGE UNDER QUALIFIED DEFINED BENEFIT PLAN 28 7.13 SCOPE OF LIMITATIONS 28


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ARTICLE VIII
TRUST FUNDS AND PARTICIPANT ACCOUNTS


8.1 GENERAL FUND 29 8.2 INVESTMENT FUNDS 29 8.3 LOAN INVESTMENT FUND 29 8.4 INCOME ON TRUST 29 8.5 PARTICIPANT ACCOUNTS 30 8.6 SUB-ACCOUNTS 30


ARTICLE IX
LIFE INSURANCE CONTRACTS


9.1 NO LIFE INSURANCE CONTRACTS 31


ARTICLE X
DEPOSIT AND INVESTMENT OF CONTRIBUTIONS


10.1 FUTURE CONTRIBUTION INVESTMENT ELECTIONS 32 10.2 DEPOSIT OF CONTRIBUTIONS 32 10.3 ELECTION TO TRANSFER BETWEEN FUNDS 32 10.4 404(c) PLAN 33


ARTICLE XI
CREDITING AND VALUING PARTICIPANT ACCOUNTS


11.1 CREDITING PARTICIPANT ACCOUNTS 34 11.2 VALUING PARTICIPANT ACCOUNTS 34 11.3 PLAN VALUATION PROCEDURES 34 11.4 FINALITY OF DETERMINATIONS 35 11.5 NOTIFICATION 35


ARTICLE XII
LOANS


12.1 APPLICATION FOR LOAN 36 12.2 REDUCTION OF ACCOUNT UPON DISTRIBUTION 36 12.3 REQUIREMENTS TO PREVENT A TAXABLE DISTRIBUTION 37 12.4 ADMINISTRATION OF LOAN INVESTMENT FUND 38 12.5 DEFAULT 38 12.6 SPECIAL RULES APPLICABLE TO LOANS 38


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ARTICLE XIII
WITHDRAWALS WHILE EMPLOYED


13.1 WITHDRAWALS OF ROLLOVER CONTRIBUTIONS 40 13.2 WITHDRAWALS OF EMPLOYER CONTRIBUTIONS 40 13.3 WITHDRAWALS OF TAX-DEFERRED CONTRIBUTIONS 41 13.4 LIMITATIONS ON WITHDRAWALS OTHER THAN HARDSHIP WITHDRAWALS 41 13.5 CONDITIONS AND LIMITATIONS ON HARDSHIP WITHDRAWALS 41 13.6 ORDER OF WITHDRAWAL FROM A PARTICIPANT'S SUB-ACCOUNTS 42


ARTICLE XIV
TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE


14.1 TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE 43 14.2 SEPARATE ACCOUNTING FOR NON-VESTED AMOUNTS 43 14.3 DISPOSITION OF NON-VESTED AMOUNTS 43 14.4 RECREDITING OF FORFEITED AMOUNTS 44


ARTICLE XV
DISTRIBUTIONS


15.1 DISTRIBUTIONS TO PARTICIPANTS 45 15.2 DISTRIBUTIONS TO BENEFICIARIES 45 15.3 CASH OUTS AND PARTICIPANT CONSENT 46 15.4 REQUIRED COMMENCEMENT OF DISTRIBUTION 46 15.5 REEMPLOYMENT OF A PARTICIPANT 46 15.6 RESTRICTIONS ON ALIENATION 47 15.7 FACILITY OF PAYMENT 47 15.8 INABILITY TO LOCATE PAYEE 47 15.9 DISTRIBUTION PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS 47


ARTICLE XVI
FORM OF PAYMENT


16.1 FORM OF PAYMENT 48 16.2 DIRECT ROLLOVER 48 16.3 NOTICE REGARDING FORM OF PAYMENT 49


ARTICLE XVII
BENEFICIARIES


17.1 DESIGNATION OF BENEFICIARY 50 17.2 SPOUSAL CONSENT REQUIREMENTS 50


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ARTICLE XVIII
ADMINISTRATION


18.1 AUTHORITY OF THE SPONSOR 51 18.2 ACTION OF THE SPONSOR 51 18.3 CLAIMS REVIEW PROCEDURE 52 18.4 QUALIFIED DOMESTIC RELATIONS ORDERS 53 18.5 INDEMNIFICATION 53 18.6 ACTIONS BINDING 53


ARTICLE XIX
AMENDMENT AND TERMINATION


19.1 AMENDMENT 54 19.2 LIMITATION ON AMENDMENT 54 19.3 TERMINATION 54 19.4 REORGANIZATION 56 19.5 WITHDRAWAL OF AN EMPLOYER 56


ARTICLE XX
ADOPTION BY OTHER ENTITIES


20.1 ADOPTION BY RELATED COMPANIES 57 20.2 EFFECTIVE PLAN PROVISIONS 57


ARTICLE XXI
MISCELLANEOUS PROVISIONS


21.1 NO COMMITMENT AS TO EMPLOYMENT 58 21.2 BENEFITS 58 21.3 NO GUARANTEES 58 21.4 EXPENSES 58 21.5 PRECEDENT 58 21.6 DUTY TO FURNISH INFORMATION 58 21.7 WITHHOLDING 59 21.8 MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS 59 21.9 BACK PAY AWARDS 59 21.10 CONDITION ON EMPLOYER CONTRIBUTIONS 60 21.11 RETURN OF CONTRIBUTIONS TO AN EMPLOYER 60 21.12 VALIDITY OF PLAN 60 21.13 TRUST AGREEMENT 60 21.14 PARTIES BOUND 61 21.15 APPLICATION OF CERTAIN PLAN PROVISIONS 61 21.16 LEASED EMPLOYEES 61


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21.17 TRANSFERRED FUNDS 61


ARTICLE XXII
TOP-HEAVY PROVISIONS


22.1 DEFINITIONS 62 22.2 APPLICABILITY 64 22.3 MINIMUM EMPLOYER CONTRIBUTION 65 22.4 ADJUSTMENTS TO SECTION 415 LIMITATIONS 65 22.5 ACCELERATED VESTING 65


ARTICLE XXIII
EFFECTIVE DATE


23.1 EFFECTIVE DATE 66


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PREAMBLE


The Plan established hereunder, to be known as the ACS Shared Services Savings Plan, is intended to qualify as a profit-sharing plan under Section 401(a) of the Code, and includes a cash or deferred arrangement that is intended to qualify under Section 401(k) of the Code. The Plan is established and maintained for the exclusive benefit of eligible employees and their beneficiaries.


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ARTICLE I DEFINITIONS


1.1 PLAN DEFINITIONS


As used herein, the following words and phrases have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:


The "ADMINISTRATOR" means the Sponsor unless the Sponsor designates another person or persons to act as such.


An "AFTER-TAX CONTRIBUTION" means any after-tax employee contribution made by a Participant as may be permitted under Article V.


The "BENEFICIARY" of a Participant means the person or persons entitled under the provisions of the Plan to receive distribution hereunder in the event the Participant dies before receiving distribution of his entire interest under the Plan.


The "CODE" means the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.


The "COMPENSATION" of a Participant for any period means the wages as defined in Section 3401(a) of the Code, determined without regard to any rules that limit compensation included in wages based on the nature or location of the employment or services performed, and all other payments made to him for such period for services as an Employee for which his Employer is required to furnish the Participant a written statement under Sections 6041(d), 6051(a)(3), and 6052 of the Code but determined prior to any exclusions for amounts deferred under Section 125, 402(e)(3), 402(h)(1)(B), 403(b), or 457(b) of the Code or for certain contributions described in Section 414(h)(2) of the Code that are picked up by the employing unit and treated as employer contributions.


In no event, however, shall the Compensation of a Participant taken into account under the Plan for any Plan Year exceed $150,000 (subject to adjustment annually as provided in Section 401(a)(17)(B) and Section 415(d) of the Code; provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year). If the Compensation of a Participant is determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered under the Plan for less than one full Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months.


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A "CONTRIBUTION PERIOD" means the period specified in Article VI for which Employer Contributions shall be made.


An "ELIGIBLE EMPLOYEE" means any Employee who has met the eligibility requirements of Article III to have Tax-Deferred Contributions made to the Plan on his behalf.


The "ELIGIBILITY SERVICE" of an employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his eligibility to participate in the Plan as may be required under Article III or Article VI.


An "EMPLOYEE" means any employee of an Employer other than an employee who is covered by a collective bargaining agreement that does not specifically provide for coverage under the Plan or who is a nonresident alien who does not receive United States source income.


An "EMPLOYER" means the Sponsor and any entity which has adopted the Plan as may be provided under Article XX.


An "EMPLOYER CONTRIBUTION" means the amount, if any, that an Employer contributes to the Plan as may be provided under Article VI or Article XXII.


An "ENROLLMENT DATE" means the first day of each Plan Year quarter.


"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of ERISA includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.


The "GENERAL FUND" means a Trust Fund maintained by the Trustee as required to hold and administer any assets of the Trust that are not allocated among any separate Investment Funds as may be provided in the Plan or the Trust Agreement. No General Fund shall be maintained if all assets of the Trust are allocated among separate Investment Funds.


A "HIGHLY COMPENSATED EMPLOYEE" means an Employee or former Employee who is a highly compensated active employee or highly compensated former employee as defined hereunder.


A "highly compensated active employee" includes any Employee who performs services for an Employer during the determination year and who (i) was a five percent owner at any time during the determination year or the look back year, (ii) received compensation from an Employer during the look back year in excess of $75,000 (subject to adjustment annually at the same time and in the same manner as under Section 415(d) of the Code), (iii) was in the top paid group of employees for the look back year and received compensation from an Employer during the look back year in excess of $50,000 (subject to adjustment annually at the same time and in the same manner as under Section 415(d) of the Code), (iv) was an officer of an Employer during the look back year and received compensation during that year in excess of 50 percent of the dollar


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limitation in effect for that year under Section 415(b)(1)(A) of the Code or, if no officer received compensation in excess of that amount for the look back year or the determination year, received the greatest compensation for the look back year of any officer, or (v) was one of the 100 employees paid the greatest compensation by an Employer for the determination year and would be described in (ii), (iii), or (iv) above if the term "determination year" were substituted for "look back year".


A "highly compensated former employee" includes any Employee who separated from service from an Employer and all Related Companies (or is deemed to have separated from service from an Employer and all Related Companies) prior to the determination year, performed no services for an Employer during the determination year, and was a highly compensated active employee for either the separation year or any determination year ending on or after the date the Employee attains age 55.


The determination of who is a Highly Compensated Employee hereunder, including determinations as to the number and identity of employees in the top paid group, the 100 employees receiving the greatest compensation from an Employer, the number of employees treated as officers, and the compensation considered, shall be made in accordance with the provisions of Section 414(q) of the Code and regulations issued thereunder. For purposes of this definition, the following terms have the following meanings:


(a) The "determination year" means the Plan Year.


(b) The "look back year" means the 12-month period immediately preceding the
determination year.


An "HOUR OF SERVICE" with respect to a person means each hour, if any, that may be credited to him in accordance with the provisions of Article II.


An "INVESTMENT FUND" means any separate investment Trust Fund maintained by the Trustee as may be provided in the Plan or the Trust Agreement or any separate investment fund maintained by the Trustee, to the extent that there are Participant Sub-Accounts under such funds, to which assets of the Trust may be allocated and separately invested.


A "MATCHING CONTRIBUTION" means any Employer Contribution made to the Plan on account of a Participant's Tax-Deferred Contributions as provided in Article VI.


The "NORMAL RETIREMENT DATE" of an employee means the date he attains age 65.


A "PARTICIPANT" means any person who has a Participant Account in the Trust. A "PARTICIPANT ACCOUNT" means the account maintained by the Trustee in the name of a Participant that reflects his interest in the Trust and any Sub-Accounts maintained thereunder, as provided in Article VIII.


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The "PLAN" means the ACS Shared Services Savings Plan, as from time to time in effect.


A "PLAN YEAR" means the period beginning September 1, 1998 and ending December 31, and each 12-consecutive-month period ending December 31 thereafter.


A "PREDECESSOR EMPLOYER" means any organization that is a predecessor to an Employer, even if the Employer does not maintain a plan of such predecessor organization.


A "QUALIFIED MATCHING CONTRIBUTION" means any Matching Contribution made to the Plan as provided in Article VI that may be taken into account to satisfy the limitations on contributions by Highly Compensated Employees under Article VII.


A "QUALIFIED NONELECTIVE CONTRIBUTION" means any Employer Contribution made to the Plan as provided in Article VI that may be taken into account to satisfy the limitations on contributions by Highly Compensated Employees under Article VII, except Qualified Matching Contributions.


A "RELATED COMPANY" means any corporation or business, other than an Employer, which would be aggregated with an Employer for a relevant purpose under Section 414 of the Code.


A "ROLLOVER CONTRIBUTION" means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.


The "SETTLEMENT DATE" of a Participant means the date on which a Participant's interest under the Plan becomes distributable in accordance with Article XV.


The "SPONSOR" means ACS Shared Services, and any successor thereto.


A "SUB-ACCOUNT" means any of the individual sub-accounts of a Participant's Participant Account that is maintained as provided in Article VIII.


A "TAX-DEFERRED CONTRIBUTION" means the amount contributed to the Plan on a Participant's behalf by his Employer in accordance with his reduction authorization executed pursuant to Article IV.


The "TRUST" means the trust, custodial accounts, annuity contracts, or insurance contracts maintained by the Trustee under the Trust Agreement.


The "TRUST AGREEMENT" means the agreement entered into between the Sponsor and the Trustee relating to the holding, investment, and reinvestment of the assets of the Plan, together with all amendments thereto and shall include any agreement establishing a custodial account, an annuity contract, or an insurance contract (other than a life, health or accident, property, casualty, or liability insurance contract) for the investment of assets if the custodial account or contract would, except for the fact that it is not a trust, constitute a qualified trust under Section 401 of the Code.


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The "TRUSTEE" means the trustee or any successor trustee which at the time shall be designated, qualified, and acting under the Trust Agreement and shall include any insurance company that issues an annuity or insurance contract pursuant to the Trust Agreement or any person holding assets in a custodial account pursuant to the Trust Agreement. The Sponsor may designate a person or persons other than the Trustee to perform any responsibility of the Trustee under the Plan, other than trustee responsibilities as defined in Section 405(c)(3) of ERISA, and the Trustee shall not be liable for the performance of such person in carrying out such responsibility except as otherwise provided by ERISA. The term Trustee shall include any delegate of the Trustee as may be provided in the Trust Agreement.


A "TRUST FUND" means any fund maintained under the Trust by the Trustee.


A "VALUATION DATE" means the date or dates designated by the Sponsor and communicated in writing to the Trustee for the purpose of valuing the General Fund and each Investment Fund and adjusting Participant Accounts and Sub-Accounts hereunder, which dates need not be uniform with respect to the General Fund, each Investment Fund, Participant Account, or Sub-Account; provided, however, that the General Fund and each Investment Fund shall be valued and each Participant Account and Sub-Account shall be adjusted no less often than once annually.


The "VESTING SERVICE" of an employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his vested interest in his Employer Contributions Sub-Account, if Employer Contributions are provided for under either Article VI or Article XXII.


1.2 INTERPRETATION


Where required by the context, the noun, verb, adjective, and adverb forms of each defined term shall include any of its other forms. Wherever used herein, the masculine pronoun shall include the feminine, the singular shall include the plural, and the plural shall include the singular.


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ARTICLE II
SERVICE


2.1 DEFINITIONS


For purposes of this Article, the following terms have the following meanings.


(a) A "break in service" means any computation period during which a person
completes fewer than 501 Hours of Service except that no person shall
incur a break in service solely by reason of temporary absence from
work not exceeding 12 months resulting from illness, layoff, or other
cause if authorized in advance by an Employer or a Related Company
pursuant to its uniform leave policy, if his employment shall not
otherwise be terminated during the period of such absence.


(b) A "computation period" for purposes of determining an employee's years
of Eligibility Service means (i) the 12-consecutive-month period
beginning on the first date he completes an Hour of Service, and (ii)
each 12-consecutive-month period beginning on an anniversary of such
date.


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