REGULATIONS AND TRUST AGREEMENT Dated as of September 1, 1939 REGULATIONS Reflects All Amendments Adopted Through June 18, 2007 TRUST AGREEMENT Reflects All Amendments Adopted Through June 18, 2007
Exhibit
4.7
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SHELL
PROVIDENT FUND
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REGULATIONS
AND
Dated
as of September 1, 1939
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REGULATIONS
Reflects
All Amendments Adopted
Through
June 18, 2007
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Reflects
All Amendments Adopted
Through
June 18, 2007
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Includes
Amendments:
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PROV
03-14
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PROV
03-29
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PROV
05-2
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PROV
05-3
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PROV
05-4
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PROV
05-5
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PROV
05-6
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PROV
05-7
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PROV
05-8
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PROV
05-9
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PROV
05-10
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PROV
05-11
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PROV
05-12
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PROV
05-13
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PROV
05-14
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PROV
06-1
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PROV
06-2
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PROV
06-3
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PROV
06-4
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PROV
06-5
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PROV
06-6
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PROV
06-7
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PROV
06-8
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PROV
06-10
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PROV
06-11
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PROV
06-12
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PROV
07-1
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PROV
07-2
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PROV
07-3
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PROV
07-4
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PROV
07-7
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SPDIF
06-11
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SPDIF
07-1
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SPDIF
07-2
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SPDIF
07-3
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SPDIF
07-4
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SPDIF
07-5
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SPDIF
07-7
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SHELL
PROVIDENT FUND
REGULATIONS
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AMENDMENTS
TO TRUST AGREEMENT AND
REGULATIONS
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AMENDMENT
OF TRUST AGREEMENT AND
REGULATIONS
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SHELL
PROVIDENT FUND
The
Shell Provident Fund was
established by a Trust Agreement dated as of September 1, 1939, and as
amended through June 18, 2007, between the Contributing Companies listed in
Schedule A to the Regulations and the Trustees designated in the Trust
Agreement. Except as otherwise noted, the effective date of the Fund
is the date recited in this Preamble, that being the date on which the
provisions of these amended Regulations are effective. The provisions
of the amended Regulations shall apply to any Participants and Beneficiaries,
and to any benefits accruing, on or after such effective
date. Benefits which accrued prior to the effective date are as
reflected in prior versions of the Regulations but they shall continue to be
subject to the limits contained herein.
GENERAL
PROVISIONS
1.1 Fund
Name. The Fund bears the name SHELL PROVIDENT
FUND.
1.2 Object
of Fund. The object of the Fund is to
accumulate for the benefit of the Employees who become Members, as hereinafter
provided, certain sums primarily as a provision for themselves after retirement
from service.
1.3 Section
404(c) Plan. The Fund is intended to
constitute a plan described in section 404(c) of the Employee Retirement
Income Security Act of 1974, as amended, and Title 29 of the Code of
Federal Regulations Section 2550.404c-1. The Fiduciaries of the
Fund may be relieved of liability for any losses which are the direct and
necessary result of investment instructions given by Participants and
Beneficiaries.
1.4 Due
Diligence
Responsibility. The Contributing Companies
shall have no responsibility for overseeing or monitoring the Investment
Offerings. The Trustees and the Plan Administrator shall have
responsibility for overseeing and monitoring the Lifecycle and Core Funds set
out in Parts I and II of Schedule C to the Regulations but shall have
no responsibility for overseeing or monitoring the Investment Offerings set
out
in Parts III and IV of Schedule C to the Regulations. Each
Participant and each Beneficiary shall have the sole responsibility for deciding
to buy, sell, or hold Investment Offerings for his or her Account and the sole
responsibility for determining whether any Investment Offerings in said Account
provide acceptable risk and return characteristics and are otherwise consistent
with his or her investment objectives. Participants and Beneficiaries
who fail to give timely investment directions may be deemed to have given
directions to invest in the Default Fund in accordance with the further
provisions of these Regulations.
1.5 Administration. The
Fund is a trust administered by Trustees designated by Shell Oil Company and
the
Plan Administrator designated by the Trustees of the Fund, but the Trustees
or
the Plan Administrator may act through an Investment Manager when action by
an
Investment Manager is permitted or specified by these Regulations or by the
Trust Agreement.
1.6 Remuneration. The
Trustees and the Plan Administrator shall not receive any remuneration from
the
Fund.
1.7 Derivation
of Assets of the Fund. The assets of the Fund
shall be derived from: (a) the contributions of the Contributing
Companies and the payments of the Participants (including rollovers and
trust-to-trust transfers) in accordance with the Regulations; and
(b) interest, dividends, and other income.
DEFINITIONS
AND CONSTRUCTION
2.1 Definitions. The
following terms, as used in the Regulations and Trust Agreement, shall have the
meanings set forth below, except that terms used in the Schedules to the
Regulations shall have the meanings set forth in the respective Schedules unless
the context clearly indicates otherwise.
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“1%
Affiliated Company” shall mean the same as Affiliated Company in
Section 2.2 of the Regulations, except that the phrase “more than 1
percent” shall be substituted for the phrase “more than
50 percent.”
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“25%
Affiliated Company” shall mean the same as Affiliated Company in
Section 2.2 of the Regulations, except that the phrase “more than 25
percent” shall be substituted for the phrase “more than 50
percent.”
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“415
Compensation”
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(a)
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shall
include:
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(1)
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The
Member’s wages, salaries, fees for professional service and other amounts
received for personal services actually rendered in the course of
employment with an Employing Company or Affiliated Company (including,
but
not limited to, commissions paid to salesmen, compensation for services
on
the basis of a percentage of profits, commissions on insurance premiums,
tips, and bonuses);
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(2)
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For
purposes of (1) above, earned income from sources outside the United
States (as defined in Section 911(b) of the Code), whether or not
excludable from gross income under Section 911 of the Code or
deductible under Section 913 of the
Code;
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(3)
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Amounts
described in Sections 104(a)(3), 105(a), and 105(h) of the Code, but
only to the extent that these amounts are includable in the gross
income
of the Member;
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(4)
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Amounts
described in Section 105(d) of the Code whether or not these amounts
are excludable from the gross income of the Member under that
Section;
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(5)
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Amounts
paid or reimbursed by an Employing Company or Affiliated Company
for
moving expenses incurred by a Member, but only to the extent that
these
amounts are not deductible by the Member under Section 217 of the
Code;
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(6)
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The
value of a non-qualified stock option granted to a Member by the
Employing
Company or Affiliated Company, but only to the extent that the value
of
the option is includable in the gross income of the Member for the
taxable
year in which granted;
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(7)
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The
amount includable in the gross income of an Member upon making the
election described in Section 83(b) of the
Code;
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(8)
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The
amount which is not includable in an Member’s gross income as a result of
the application of Sections 402(g)(3) and 125 of the Code;
and
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(9)
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The
elective amounts that are not includible in the gross income of the
Member
by reason of Section 132(f)(4) of the
Code.
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(b)
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415
Compensation shall not include items such
as:
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(1)
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Contributions
made by an Employing Company or Affiliated Company to a plan of deferred
compensation to the extent that, before the application of the limitations
of Section 415 of the Code to that plan, the contributions are not
includable in the gross income of the Member for the taxable year
in which
contributed;
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(2)
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Any
distributions from a plan of deferred compensation, regardless of
whether
such amounts are includable in the gross income of the Member when
distributed, with the exception of any amounts received by a Member
pursuant to an unfunded non-qualified plan, which amounts may be
considered as compensation in the year such amounts are includable
in the
gross income of the Member;
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(3)
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Amounts
realized from the exercise of a non-qualified stock option, or when
restricted stock (or property) held by a Member either becomes freely
transferable or is no longer subject to a substantial risk of forfeiture
as defined within the meaning of Section 83 of the Code and the
regulations thereunder;
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(4)
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Amounts
realized from the sale, exchange or other disposition of stock acquired
under a qualified stock option; and
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(5)
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Other
amounts which receive special tax benefits, such as premiums for
group
term life insurance (but only to the extent that the premiums are
not
includable in the gross income of the
Member).
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“Account”
shall mean the sum of assets credited to a Participant or an Alternate
Payee or other Present Interest Beneficiary in Investment Offerings
held
in the Fund under the terms of the
Regulations.
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“Accountholder,”
with respect to an Account, shall mean a Participant or an Alternate
Payee
or other Present Interest Beneficiary with rights of possession over
assets in the Account.
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“Accredited
Service” shall mean the period of service described in
Article 4 of the Regulations.
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“Active
Employee” shall mean an active Employee of a Contributing
Company.
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“Actual
Contribution Percentage,” for each Plan Year for
a given Eligible Employee, shall mean the ratio (expressed as a
percentage) of (a) the amount of Member After-Tax Contributions (excluding
amounts as determined under Treasury Regulation 1.401(m)-2(a)(5))
by the
Eligible Employee for the Plan Year, to (b) the Eligible Employee’s
Testing Compensation for such Plan
Year.
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“Actual
Deferral Percentage,” for each Plan Year for a given Eligible
Employee, shall mean the ratio (expressed as a percentage) of (a)
the
amount of Member Pre-Tax Contributions (excluding amounts as determined
under Treasury Regulation 1.401(k)-2(a)(5)) paid to the Fund on behalf
of
the Eligible Employee for the Plan Year, to (b) the Eligible Employee’s
Testing Compensation for such Plan
Year.
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“ACP
Limit” shall mean the Average Actual Contribution Percentage
limitation under Section 23.4 of the
Regulations.
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“ADP
Limit” shall mean the Average Actual Deferral Percentage
limitation under Section 23.1 of the
Regulations.
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“Affiliated
Company” shall have the meaning set out in Section 2.2 of
the Regulations.
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“After-Tax
Rollover Subaccount” shall mean that portion of an Account
consisting of: (a)(1) after-tax contributions transferred
to the Fund in a rollover transaction from one or more Eligible Retirement
Plans (other than individual retirement accounts); and (2) after-tax
rollover contributions under one or more qualified Eligible Retirement
Plans (other than individual retirement accounts) merged into the
Fund;
and (b) such Subaccount’s allocable portion of net gains and
losses.
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“Alternate
Payee” shall mean: (a) an “alternate payee,” within the meaning
of Section 206(d)(3)(K) of ERISA, who is the spouse or former spouse
of a
Participant; or (b) an individual (1) who would be an “alternate payee,”
within the meaning of Section 206(d)(3)(K) of ERISA, of a Beneficiary
if
the Beneficiary were a Participant, and (2) who is the spouse or
former
spouse of that Beneficiary.
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“Annual
Additions” shall mean the sum for any Plan Year
of Contributions to the Fund and employer contributions and employee
contributions to other defined contribution plans of the Affiliated
Companies.
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“Annual
Compensation Limit” for Plan Years beginning after December 31,
2001, shall mean:
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(a)
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$170,000
for purposes of determining Company Contributions;
and
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(b)
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for
all other purposes, $200,000 as adjusted for cost-of-living increases
in
accordance with Section 401(a)(17)(B) of the
Code.
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“Automatic
Enrollment Date” shall mean the 45th
day
following the Member’s date of hire or rehire, or such later day that is
at least 40 days from the date that the notice for newly hired and
rehired
Members described in Section 5.2 of the Regulations is generated
to such
Member.
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“Average
Actual Contribution Percentage” shall mean for a specified group
of Eligible Employees, for each Plan Year, the average of the Actual
Contribution Percentages calculated separately for each Eligible
Employee
in such group.
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“Average
Actual Deferral Percentage” shall mean for a specified group of
Eligible Employees, for each Plan Year, the average of the Actual
Deferral
Percentages calculated separately for each Eligible Employee in such
group.
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“Base
Pay” shall mean that portion of a Member’s Compensation that is
not attributable to a variable pay program or an incentive compensation
program established and maintained by a Contributing
Company.
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“Beneficiary”
shall mean a person who is or may become entitled to all or a portion
of
an Account by virtue of being (a) designated by the Participant,
Alternate Payee, or Present Interest Beneficiary who is the Accountholder
and who, in the case of a Participant’s designating a non-spousal
beneficiary, has obtained the consent of the surviving spouse;
(b) the surviving spouse of the Accountholder if there is no person
designated by the Participant, Alternate Payee, or Present Interest
Beneficiary who is the Accountholder, or if the surviving spouse
of a
Participant fails to consent to the Participant’s designation of a
non-spousal beneficiary in the manner provided in Article 12;
(c) the estate if there is no person designated by, and no surviving
spouse of, the Participant, Alternate Payee, or Present Interest
Beneficiary who is the Accountholder; or (d) Alternate Payee of a
Participant, Alternate Payee, or Present Interest Beneficiary who
is the
Accountholder; provided, however, that the only Beneficiaries
entitled to give investment directions during the life of an Accountholder
are Alternate Payees of that
Accountholder.
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“Beneficiary
Borrower” shall have the meaning set out in Section 11.4 of
the Regulations.
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“Borrowers”
shall mean Participants and Present Interest Beneficiaries eligible
to
make a loan under the terms of Article 11 of the
Regulations.
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“BrokerageLink”
shall mean the brokerage investment alternative set out in Part IV of
Schedule C to the Regulations.
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“Code”
shall mean the Internal Revenue Code of 1986, as
amended.
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“Commingled
Funds” shall mean the investment alternatives set out in
Parts I and II of Schedule C to the Regulations other than the
Separately Managed Account Funds and Spartan®
International
Index Fund – Investor Class.
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“Company
Contributions” shall mean contributions made to the Fund by the
Employing Companies pursuant to Article 6 of the
Regulations.
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“Company
Contribution Subaccount” shall mean that portion of a Member’s
Account consisting of: (a)(1) Company Contributions;
(2) company contributions transferred to the Fund in a trust-to-trust
transfer from one or more qualified plans that do not allow for in-service
distribution of such assets before the Member attains age 59½;
(3) company contributions under one or more qualified plans merged
into the Fund which plans do not allow for in-service distributions
of
such assets before the Member attains age 59½; and (b) such
Subaccount’s allocable portion of net gains and
losses.
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“Compensation”
shall mean, with respect to a Member, his net compensation (without
taking
into account overtime, extended work week, or premium
remuneration, including premiums that a Member may receive, if any,
as a
result of a temporary assignment to a foreign work location, bonuses,
or
special allowances for living expenses, dwelling, medical assistance,
or
the like, or any transition payment made in connection with the
Contributing Companies’ 1994-1995 salary programs) and, compensation shall
include contributions made by a Contributing Company (or on its
behalf by an affiliated corporation as defined within the meaning
of
Section 1504 of the Code), to a Member’s account pursuant to such Member’s
designation or salary deferral election, with a plan which satisfies
the
requirements of Section 125, Section 132(f), or Section 401(k) of the
Code which plan the Contributing Company may adopt, to the extent
such amounts, if not so designated or elected by the Member, would
be
included in his compensation. Compensation shall not
include:
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(a)
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any
amount paid under the Pennzoil-Quaker State Company Change in Control
Retention/Severance Plan;
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(b)
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any
amount of severance pay or payments for accrued vacation received
after a
Member separates from service from the Employer (and any Affiliated
Company); or
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(c)
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any
amount of severance pay or payments for accrued vacation received
as, or
before, a Member separates from service from the Employer (and any
Affiliated Company) if such amount is not paid for a period of approved
absence from work;
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and
any
such amounts shall be disregarded for all purposes under this
Plan. Notwithstanding anything in this Article to the contrary,
Compensation of a Member shall include compensation paid to certain groups
of
Members as set forth in Schedule E, payments made after December 31,
1994, and prior to January 1, 2003, under the incentive compensation plans
as listed in Part One of Schedule G and payments made on or after January
1, 2003, under a variable pay program (sometimes also referred to as an
incentive compensation program) established and maintained by a Contributing
Company and not listed on Part Two of Schedule G, provided the
payments were either received before termination of service from all Affiliated
Companies or, in the case of payments made on or after September 30, 2003,
recorded as soon as administratively feasible following such termination of
service, and provided, further the payments were not deferred from a
prior year. For purposes of the preceding sentence,
“Affiliated Company” shall be as defined in Section 2.2 of
the Regulations without regard to the second sentence of that
definition. Compensation shall also include payments for hours in
excess of forty hours per week, which payments are related to the 2002 plan
year
incentive compensation programs of Equilon Enterprises LLC d/b/a Shell Oil
Products US (SOPUS), including Equilon Pipeline Company LLC, and Motiva
Enterprises LLC, paid in March 2003 to hourly Employees employed by SOPUS,
Shell
Pipeline Company LP, or Motiva Company, but only to the extent such payments
are
not otherwise already included as Compensation. Compensation shall
also include payments for hours in excess of forty hours per week where such
hours are part of an established normal work schedule of more than forty hours
per week, paid in March 2004 to hourly Employees then employed at the Port
Xxxxxx, Texas and Delaware City, Delaware refineries and related to the 2003
plan year incentive compensation program of Motiva Company, but only to the
extent such payments are not otherwise already included in
Compensation. Commissions shall be considered a part of a
Member’s compensation when paid in addition to a fixed basic wage or
salary. The compensation of a Member shall also include payments made
to him under a disability benefit plan of a Contributing Company, except that
the Member shall not be required to pay into the Fund any percentage of sums
received under a worker’s compensation, or similar law, which, under the terms
of any such disability benefit plan, are deducted from the benefit payments
under such plan. The Contributing Company’s contributions,
however, shall be based on an amount equivalent to the disability benefit
payments the Member would have received had there been no such
reduction. With the exception of Members affected by the previous
sentence, compensation shall not exceed the following: the sum of 415
Compensation and any amount which is contributed by the Contributing Company
pursuant to a salary reduction agreement and which is not includable in a
Member’s gross income by reason of the application of Section 125 of the Code
relating to cafeteria plans, Section 132(f)(4) of the Code relating to
qualified transportation fringe benefits, or Section 402(e)(3) of the Code
relating to cash or deferred arrangements. Compensation, for
purposes of determining contributions by or on behalf of a Member whose
hourly rate of pay is established at a specified rate solely by reason of being
assigned to an established normal work schedule that includes hours in
excess of eight (8) hours per workday, shall be determined by application of
a
factor that will result in such Member’s compensation (for such purposes)
being the same as if his hourly rate had not been so established. In
addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan
Years beginning on or after January 1, 1994, the annual compensation of each
Employee taken into account under the Plan shall not exceed the Annual
Compensation Limit.
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“Conduit
IRA” shall mean an individual retirement account described in
Section 408(a) of the Code, provided that all amounts in said
individual retirement account (including earnings) are attributable
to
rollover contributions received from the Fund or another qualified
plan
sponsored by an employer that also sponsored the Fund or the Coral
Energy
Services, LLC Savings Plan at the time the rollover contributions
were
received by the individual retirement
account.
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“Contributing
Company” shall mean Shell Oil Company and the other Contributing
Companies that have joined the Fund in accordance with the provisions
of
the Trust Agreement and the Regulations and, subject to the approval
of
the Trustees, other Affiliated Companies that may join the
Fund.
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“Contribution
Addition” shall mean a contribution to reimburse the Fund for
administration expenses where the Plan Administrator, based on all
relevant facts and circumstances, requests reimbursement, and the
Contributing Company determines the administration expenses are not
appropriate for recovery from certain
Accounts.
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“Contributions”
shall mean Company Contributions and Member
Contributions.
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“Controlled
Group Company” shall mean: (a) a corporation, with the
exception of the Contributing Company, which is a member of a controlled
group of corporations (within the meaning of Section 1563(a) of the
Code,
determined without regard to Sections 1563(a)(4) and (e)(3)(C) thereof)
which includes the Contributing Company; (b) any trade or business
(whether or not incorporated), with the exception of the Contributing
Company, which is under common control (as defined in Section 414(c),
as
modified by Section 415(h), of the Code and regulations thereunder)
with
such Contributing Company; (c) any organization (whether or not
incorporated), with the exception of the Contributing Company, which
is a
member of an affiliated service group (as defined in Section 414(m)
of the
Code) which includes the Contributing Company; and (d) any other
entity
required to be aggregated with the Contributing Company pursuant
to
regulations under Section 414(o) of the
Code.
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“Core
Funds” shall mean the Investment Offerings set out in
Part II of Schedule C to the
Regulations.
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“Cure
Period” shall have the meaning set out in Section 11.4 of
the Regulations.
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“Default
Fund,” with respect to each Participant or Beneficiary who fails
to make a valid investment direction or who has no valid investment
direction on file, shall mean the Investment Offering in which
Contributions, rollovers to the Fund, and loan repayments are invested
based on the Accountholder’s date of birth. Such Investment
Offering for a Participant or Beneficiary whose date of birth
is:
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(a)
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On
or before December 31, 1939, shall be the LifePath® Retirement
Fund;
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(b)
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January 1,
1940, to December 31, 1949, shall be the LifePath 2010®
Fund;
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(c)
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January 1,
1950, to December 31, 1959, shall be the LifePath 2020®
Fund;
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(d)
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January 1,
1960, to December 31, 1969, shall be the LifePath 2030®
Fund; and
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(e)
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On
or after January 1, 1970, shall be the LifePath 2040®
Fund.
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“Derivative
Account” shall mean an Account such as an Alternate Payee’s
Account or a Beneficiary’s Account that is derived from a Participant’s
Account.
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“Designated
Beneficiary” shall mean the individual who is designated as a
Qualified Beneficiary pursuant to Article 12 of the Regulations and
is the
designated beneficiary under Section 401(a)(9) of the Code and Section
1.401(a)(9)-1, Q&A-4, of the Treasury
Regulations.
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“Determination
Date” shall mean with respect to any Plan Year, the last day of
the preceding Plan Year.
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“Disability
Leave” shall mean a period consisting of a number of consecutive
days beginning on the first day of an employer-authorized unpaid
leave of
absence by reason of disability, as defined by Shell Oil
Company.
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“Distributee”
shall mean a Participant; the Participant’s surviving spouse; or the
Participant’s spouse or former spouse who is the Alternate Payee with
regard to the interest of the spouse or former spouse,
respectively.
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“Distribution
Calendar Year” shall mean a calendar year for which a minimum
distribution is required. For distributions beginning before the
Member’s
death, the first Distribution Calendar Year is the calendar year
immediately preceding the calendar year which contains the Member’s
required beginning date. For distributions beginning after the Member’s
death, the first Distribution Calendar Year is the calendar year
in which
distributions are required to begin under Section 25.2 of the
Regulations.
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“Eligible
Employee” shall mean an Employee who
satisfies the eligibility requirements of Section 3.1 of the
Regulations, whether or not he participates in the
Fund.
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“Eligible
Investment Company Funds” shall mean the investment alternatives
set out in Parts I, II, and III of Schedule C to the Regulations
other than the Separately Managed Account
Funds.
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“Eligible
Retirement Plan,” except as provided in Section 13.3, shall
mean an individual retirement account described in section 408(a) of
the Code, an individual retirement annuity described in
section 408(b) of the Code, 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
limited to an individual retirement account or individual retirement
annuity.
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“Eligible
Rollover Distribution” shall mean any distribution or withdrawal
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 or withdrawal that is one of a series of substantially
equal
periodic payments (not less frequently than annually) either 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 or withdrawal to the extent such distribution or withdrawal
is required under section 401(a)(9) of the Code; and the portion of
any distribution or withdrawal that is not includable in gross income
for
federal income tax purposes (determined without regard to the exclusion
for net unrealized appreciation with respect to employer
securities).
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“Employee,”
except as set forth hereinbelow, shall mean any person in the service
of
any of the Contributing Companies who receives a regular and stated
compensation (other than a retainer) directly from such Contributing
Company, provided, however, that, Employees shall not include any
person employed by any corporation or business entity that is not
a
Contributing Company hereunder which is merged or liquidated into,
or
whose assets are acquired by any Contributing Company, unless the
Contributing Company, with the consent of Shell Oil Company, designates
the employees of such corporation or other business entity, as the
case
may be, as Employees under the Fund pursuant to written resolutions
adopted by such Contributing Company at any time prior to or after
such
liquidation, merger, or asset
acquisition.
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The
term “Employee” shall not include: (a) a person whose compensation is
paid solely in the form of commissions; (b) a non-resident alien;
(c) a person who is temporarily employed by a Contributing Company
because of a transfer from a foreign Affiliated Company which is
not a
Contributing Company; (d) a person who is a Leased Employee;
(e) a person whose contract of employment or engagement letter or
contract for services explicitly states or implicitly provides that
the
person is not entitled to participate in this Fund, in particular,
or the
employee benefit plans of one or more Contributing Companies, in
general;
or (f) a person designated by the relevant Contributing Company as an
independent contractor. In addition to the foregoing, and
notwithstanding anything herein to the contrary, a person shall not
be
treated as an Employee eligible to, among other things, make Member
Contributions and receive Company Contributions under the Fund (even
if such person is determined to be a common law employee of the Employing
Company entitled to service credits for eligibility purposes under
the
Fund) before the date the Employing Company is required to withhold
federal income taxes from the person’s pay. “Affiliated
Company” for purposes of this paragraph shall be as defined in
Section 2.2, except that the phrase “more than 25 percent” shall
be substituted for the phrase “more than 50 percent.” In
addition to the foregoing, and notwithstanding anything herein to
the
contrary, the term “Employee” shall not mean any person during any period
or periods of time that such person does, or may, actively participate
in
the Shell Chemical Company Employee Savings Plan for Bargaining Unit
Employees (the “Pt Pleasant Plan”); provided, however, that the
term “Employee” shall include such person from the date his employing
Contributing Company reclassifies him as a staff employee up to and
including June 1, 2000, so long as he no longer participates actively
in such Pt Pleasant Plan during that time, and otherwise meets the
definition of Employee. In addition to the foregoing, and
notwithstanding anything herein to the contrary, the term “Employee” shall
not mean any person during any period or periods of time that such
person
is represented by one of those certain bargaining units commonly
known as:
the Brotherhood of Teamsters, Auto Truck Drivers, Line Drivers, Car
Haulers and Helpers, Local No. 70 of Alameda County, Affiliated with
the
International Brotherhood of Teamsters, Chauffeurs, Warehousemen
and
Helpers of America; the International Brotherhood of Teamsters,
Chauffeurs, Warehousemen and Helpers of America, Local No. 397 (North
East, PA Distribution Center Drivers); Teamsters Local Union #416,
Affiliated with the International Brotherhood of Teamsters, Chauffeurs,
Warehousemen and Helpers of America (Blue Coral, Cleveland); or Truck
Drivers & Chauffeurs Union, Local No. 478, International Brotherhood
of Teamsters, Chauffeurs, Warehousemen and Helpers of America, AFL
(Whippany, NY); or any successors to any of these unions under a
collective bargaining agreement with Pennzoil-Quaker State Company
d/b/a
SOPUS Products or a successor.
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An
Employee shall cease to be such under this Fund upon termination
of his
service for any cause whatsoever, provided, however, that an
Employee shall continue to be treated as such under this Fund during
all
periods of leave of absence (u) with pay (1) not exceeding one
year or (2) in excess of one year where such leave is granted in
connection with the Pennzoil-Quaker State Company Change in Control
Retention/Severance Plan, (v) without pay due to sickness or
disability, (x) due to war or national emergency, (y) in
accordance with the military leave policy of his Employing Company,
and
(z) other Contributing Company authorized leaves of
absence.
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“Employer”
shall mean the group of companies comprising an Employing Company
and each
company which would be a Controlled Group Company with respect to
that
Employing Company.
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“Employing
Company” shall mean, with respect to a Member, the Contributing
Company that employs such Member.
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“Employment
Commencement Date” shall mean the date an individual first
performs an Hour of Service for one of the Contributing
Companies.
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“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as
amended.
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“Excess
Aggregate Contributions” shall mean, with respect to any Plan
Year, the excess of (a) the aggregate amount of Member After-Tax
Contributions actually made by Highly Compensated Employees for such
Plan
Year, over (b) the maximum amount of such Member After-Tax Contributions
permitted under the ACP Limit.
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“Excess
Contributions” shall mean, with respect to any Plan Year, the
excess of (a) the aggregate amount of Member Pre-Tax Contributions
actually made by Highly Compensated Employees for such Plan Year,
over (b)
the maximum amount of such Member Pre-Tax Contributions permitted
under
the ADP Limit.
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“Excess
Deferral Amount” shall mean the amount of Member Pre-Tax
Contributions that the Participant allocated to the Fund that exceeds
the
limit imposed on the Participant by Section 402(g)(1) of the Code
for the
taxable year in which the Member Pre-Tax Contributions
occurred.
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“Fiduciary”
shall mean each Trustee, the Plan Administrator, and other Employees
(except for Members and Beneficiaries to the extent they direct
investments in their own Accounts) deemed to be fiduciaries as to
this
Fund.
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“First
Service Spanning Rule” shall mean the Service Spanning Rule set
forth in Section 4.1(e)(1) of the
Regulations.
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“Former
Member” shall mean a former Employee who was a Member of the Fund
before he terminated his employment and who is still a participant;
or,
where the context permits, a former Employee who becomes a Participant
by
electing to have a Valid Rollover Contribution contributed directly
to the
Fund.
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“Fund” shall
mean the Shell Provident Fund.
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“Hardship
Withdrawal” shall mean a distribution from the Member Pre-Tax
Subaccount of a Member in accordance with Section 10.6 made on account
of
an immediate and heavy financial need of the Member that is necessary
to
satisfy the financial need.
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“Highly
Compensated Employee” shall mean an
employee of the Employing Company who was a five-percent owner, as
defined
in Section 416(i)(1) of the Code, at any time during the “determination
year” or the “look-back year;” or had “compensation” from an Employing
Company during the look-back year in excess of $80,000 (as adjusted
pursuant to Section 415(d) of the Code) and, if the Employing Company
so
elects, was in the top-paid group of employees for the look-back
year.
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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 and the compensation considered, shall be made in accordance
with
the provisions of Section 414(q) of the Code and regulations issued
thereunder. An employee is in the top-paid group of employees
for any year if such employee is in the group consisting of the top
20
percent of the employees when ranked on the basis of compensation
paid
during such 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. Employers aggregated under Section 414(b), (c), (m),
or (o) of the Code are treated as a single employer. For
purposes of this definition, the following terms have the following
meanings:
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(a)
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The
“determination year” means the Plan Year for which the
determination of who is a Highly Compensated Employee is being
made.
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(b)
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The
“look-back year” means the 12-month period immediately
preceding the determination year or, if the Employer so elects in
the
Plan, the calendar year beginning with or within such 12-month
period.
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(c)
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For
purposes of this definition, the term “compensation” has
the meaning set forth in Section 415(c)(3) of the
Code.
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The
identification of Highly Compensated Employees is subject to further
provisions of Section 414(q) of the Code and applicable Department
of
Treasury regulations. The term “Highly Compensated Employee”
shall not include any employee who is a nonresident alien and who
receives
no earned U.S. source income from the
Employer.
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“Hour
of Service” shall mean an hour for which an individual is paid or
entitled to payment by the Contributing Companies for the performance
of
duties (or for which back pay is awarded) provided such hour has
not
previously been taken into account, except an hour for which a premium
rate is paid because such hour is in excess of the maximum workweek
applicable to an employee under Section 7(a) of the Fair Labor
Standards Act of 1938, as amended, or because such hour is in excess
of a
bona fide standard workweek or workday. An Hour of Service is
performed on the day an Employee Terminates, but not on the first
day of a
leave of absence.
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“Investment
Manager” shall mean a fiduciary (a) who has the power to
manage, acquire, or dispose of any assets of the Fund or a portion
thereof; (b) who (1) is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended, or under state
law,
(2) is a bank as defined in that Act, or (3) is an insurance
company qualified to perform services described in (a) above under
the
laws of more than one state; and (c) who acknowledges in writing that
he is a fiduciary with respect to this Fund. An Investment
Manager shall qualify as such by delivering a written acceptance
to the
Trustees, and shall be subject to the further conditions of
Section VII of the Trust
Agreement.
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“Investment
Offerings” shall mean the investment alternatives in which assets
of the Fund may be invested which alternatives shall be those that
are set
out in Schedule C to the
Regulations.
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“Key
Employee” shall mean shall mean an Employee or former Employee
(and the beneficiaries of that Employee) who at any time during the
Plan
Year or the preceding four (4) Plan Years was a bona fide officer
of an
Employing Company and who earned compensation (as defined in Section
414(q)(7) of the Code for purposes of determining highly compensated
employees) for the Plan Year in excess of 50 percent of the dollar
limit
for defined contribution plans under Section 415(b)(1)(A) of the Code
for the calendar year. The maximum number of such officers
shall be the lesser of:
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(a)
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50
employees or,
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(b)
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the
greater of three (3) employees or 10% of all
employees.
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“Labor
Dispute Period” shall mean a number of consecutive days beginning
on the first day, as determined by Shell Oil Company, of a strike,
a
lockout, or any other similar labor dispute, and ending on the date
that
the strike, lockout, or any other similar labor dispute is resolved
as
determined by Shell Oil Company.
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“Leased
Employee” shall mean an individual who satisfies the definition
of a leased employee in Section 414(n)(2) of the Code. For this
purpose, an individual who has performed services for an Affiliated
Company for at least 750 hours during a 12-consecutive-month period
which
begins on the date the leased employee first completes an Hour of
Service
with a Contributing Company will be considered to have performed
services
on a substantially full-time basis for a period of at least one
year.
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“Lifecycle
Funds” shall mean the Investment Offerings set out in Part I of
Schedule C to the Regulations.
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“Life
Expectancy” shall mean the life expectancy as computed by use of
the Single Life Table in Section 1.401(a)(9)-9 of the Treasury
Regulations.
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“Member”
shall mean an Employee qualified to participate in the Fund pursuant
to
Section 3.1 or 3.2.
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“Member’s
Account Balance,” for purposes of the minimum required
distribution rules, shall mean the Account balance as of the last
valuation date in the calendar year immediately preceding the Distribution
Calendar Year (valuation calendar year) increased by the amount of
any
contributions made and allocated or forfeitures allocated to the
Account
balance as of dates in the valuation calendar year after the valuation
date and decreased by distributions made in the valuation calendar
year
after the valuation date. The Account balance for the valuation calendar
year includes any amounts rolled over or transferred to the Fund
either in
the valuation calendar year or in the Distribution Calendar Year
if
distributed or transferred in the valuation calendar
year.
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“Member
After-Tax Base Pay Election” shall mean an election to contribute
1% to 25% of Base Pay, in ½% increments, as a Member After-Tax
Contribution.
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“Member
After-Tax Contributions” shall mean after-tax contributions made
to the Fund at the election of a Member which contributions represent
a
percentage of the Compensation the Member earns as a Member in the
employ
of a Contributing Company during a payroll period; or, where the
context
so suggests, the accumulated contributions so made to the
Fund.
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“Member
After-Tax Subaccount” shall mean that portion of an Account
consisting of: (a)(1) Member After-Tax Contributions;
(2) participant after-tax contributions transferred to the Fund in a
trust-to-trust transfer from one or more qualified plans; and (3)
participant after-tax contributions under one or more qualified plans
merged into the Fund; and (b) such Subaccount’s allocable portion of
net gains and losses.
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“Member
After-Tax Variable Pay Election” shall mean an election to
contribute from 1% to 25% of Variable Pay, in ½% increments, as a Member
After-Tax Contribution.
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“Member
Catch-Up Contributions” shall mean elective deferrals---in
accordance with, and subject to the limitations of, Section 414(v) of
the Code---made to the Fund at the election of a Member who is eligible
to
make Member Pre-Tax Contributions hereunder and who will attain at
least
age 50 before the close of the Plan Year, which such contributions
represent a percentage of the Compensation the Member earns as a
Member in
the employ of a Contributing Company during a payroll period; or,
where
the context so suggests, the accumulated contributions so made to
the
Fund.
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“Member
Catch-Up Election” shall mean an election to contribute from 1%
to 50% of Base Pay and Variable Pay, in ½% increments, as a Member
Catch-Up Contribution; provided, however, this election shall
only be available to a Member who will attain at least age 50 before
the
close of the Plan Year.
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“Member
Catch-Up Subaccount” shall mean that portion of an Account
consisting of: (a)(1) Member Catch-Up Contributions,
(2) catch-up contributions transferred to the Fund in a
trust-to-trust transfer from one or more qualified plans, and
(3) catch-up contributions under one or more qualified plans merged
into the Fund; and (b) such Subaccount’s allocable portion of net
gains and losses.
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“Member
Contributions” shall mean Member Pre-Tax Contributions, Member
After-Tax Contributions, and Member Catch-Up
Contributions.
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“Member
Pre-Tax Base Pay Election” shall mean an election to contribute
from 1% to 50% of Base Pay, in ½% increments, as a Member Pre-Tax
Contribution.
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“Member
Pre-Tax Contributions” shall mean elective deferrals made to the
Fund at the election of a Member which elective deferrals represent
a
percentage of the Compensation the Member earns as a Member in the
employ
of a Contributing Company during a payroll period; or, where the
context
so suggests, the accumulated elective deferrals so made to the
Fund. This does not include Member Catch-Up
Contributions.
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“Member
Pre-Tax Subaccount” shall mean that portion of an Account
consisting of: (a)(1) Member Pre-Tax Contributions;
(2) qualified non-elective contributions; (3) elective deferrals
transferred to the Fund in a trust-to-trust transfer from one or
more
qualified plans; and (4) elective deferrals under one or more
qualified plans merged into the Fund; and (b) such Subaccount’s
allocable portion of net gains and
losses.
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“Member
Pre-Tax Variable Pay Election” shall mean an election to
contribute from 1% to 50% of Variable Pay, in ½% increments, as a Member
Pre-Tax Contribution.
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“Member
Secondary Election” shall mean an election to contribute from 1%
to 25% of Base Pay, in ½% increments, or a deemed election of 0% that will
apply as provided in Section
5.5(b).
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“Mutual
Fund Window” shall mean the Fidelity FundsNetSM
investment
and grandfathered investment alternatives set out in Part III of
Schedule C to the Regulations.
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“Non-Contributing
Company” shall mean any corporation, trade, or business that is
not a Contributing Company.
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“Nonhighly
Compensated Employee” shall mean an employee of a Controlled
Group Company who is not a Highly Compensated Employee. The
identification of Nonhighly Compensated Employees is subject to further
provisions of Section 414(q) of the Code and applicable Department
of
Treasury regulations. The term “Nonhighly Compensated Employee”
shall not include any employee who is a nonresident alien and who
receives
no earned U.S. source income from the employing Controlled Group
Company.
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“Non-Key
Employee” shall mean an Employee who is not a Key
Employee.
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“Participant”
shall mean a Member or Former
Member.
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“Participation
Service” shall mean a period of service used for determining
eligibility to receive a Company Contribution of 2.5% (or of 3% for
former
members of The Alliance Savings
Plan).
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“Payroll
Closing Date” shall mean the last business day of that pay period
on which changes that affect the amount of the Employee’s paycheck for
that pay period, or the credits and debits appearing on the Employee’s pay
advice for that pay period, can be accepted for
processing.
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“Period
of Absence” shall mean a number of consecutive days beginning on
the first day of an absence from service from the Contributing Companies
(with or without pay) for any reason other than Termination or disability,
such as leave of absence (other than disability), vacation, or
holiday.
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“Period
of Service” shall mean each period of an individual’s Service
commencing on his Employment Commencement Date or a Reemployment
Commencement Date, if any, and ending on a Severance from Service
Date. For the sole purpose of Participation Service, the
Period of Severance shall be treated as a Period of Service if the
Service
Spanning Rules apply. A Period of Service shall also include
any period required to be credited as a Period of Service by federal
law,
but only under the conditions and to the extent so required by such
federal law. Moreover, for purposes of determining the Period
of Service, the following applies:
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(a)
|
Except
as provided in paragraph (b) below, an individual shall be credited
with one month of Service for each calendar month in which he is
credited
with one or more Hours of Service.
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(b)
|
The
crediting method described in paragraph (a) above shall not apply
in
determining whether or not the Service Spanning Rules apply, and
it shall
not apply in determining Participation
Service.
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“Period
of Severance” shall mean each period of time commencing on an
individual’s Severance from Service Date and ending on a Reemployment
Commencement Date.
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“Permissive
Aggregation Group” shall mean the Required Aggregation Group of
plans plus any other qualified plan or plans of the Employer which,
when
considered as a group with the Required Aggregation Group, would
continue
to satisfy the requirements of Sections 401(a) and 410 of the
Code.
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“Plan”
shall mean the Regulations of the Shell Provident
Fund.
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“Plan
Administrator” shall mean the “administrator,” within the meaning
of Section 3(16)(A)(i) of ERISA, designated by the Trustees pursuant
to the Regulations and Trust
Agreement.
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“Plan
Year” shall be the calendar
year.
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“Preceding
Employee” shall mean an Employee whose most recent prior employer
during the Qualifying Period is a 25% Affiliated Company at the time
he
becomes an Employee of a Contributing
Company.
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“Present
Interest Beneficiary” is a surviving spouse, an individual
beneficiary at least 18 years of age, or an Alternate Payee, in each
case,
entitled to immediate possession of all or a part of a Participant’s
Account as a consequence of the death or divorce of the Member, or
entitled to immediate possession of all or a part of a Derivative
Account
as a consequence of the death or divorce of an individual (other
than a
Participant) who at the time of such event had a present interest
in the
Derivative Account.
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“Pre-Tax
Rollover Subaccount” shall mean that portion of an Account
consisting of: (a)(1) pre-tax contributions transferred to the Fund
in a rollover transaction from one or more Eligible Retirement Plans;
(2) pre-tax rollover contributions under one or more Eligible
Retirement Plans merged into the Fund; and (b) such Subaccount’s
allocable portion of net gains and
losses.
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“Prior
Plan Company Contribution Subaccount” shall mean that portion of
an Account consisting of: (a)(1) company contributions
transferred to the Fund in a trust-to-trust transfer from one or
more
qualified plans that allow for in-service distributions of such company
contributions before the Member attains age 59½; and (2) company
contributions under one or more qualified plans merged into the Fund
which
plans allow for in-service distributions of such company contributions
before the Member attains age 59½ ; and (b) such Subaccount’s
allocable portion of net gains and
losses.
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“Prior
Plan Fully Vested Match Subaccount” shall mean that portion of an
Account consisting of: (a)(1) employer matching contributions not
subject to a vesting schedule which employer matching contributions
were
transferred to the Fund in a trust-to-trust transfer from one or
more
qualified plans; and (2) employer matching contributions not subject
to a vesting schedule under one or more qualified plans merged into
the
Fund; and (b) such Subaccount’s allocable portion of net gains and
losses.
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“Prior
Plan Scheduled Vesting Match Subaccount” shall mean that portion
of an Account consisting of: (a)(1) employer matching contributions
subject to a vesting schedule which employer matching contributions
were
transferred to the Fund in a trust-to-trust transfer from one or
more
qualified plans; and (2) employer matching contributions subject to a
vesting schedule under one or more qualified plans merged into the
Fund;
and (b) such Subaccount’s allocable portion of net gains and
losses.
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“Qualified
Beneficiary” shall mean:
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(a)
|
an
individual who:
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(1)
|
is
named by a Participant as his beneficiary pursuant to Article 12 and
is at least 18 years of age (or will attain at least 18 years of
age
before said beneficiary’s respective share of the Participant’s account is
distributed from the Fund), and is entitled to receive distribution
of all
or any part of the amount standing to the credit of the Participant
upon
the death of the Participant; or
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(2)
|
is
the surviving spouse of a deceased Participant;
or
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(3)
|
is
an alternate payee, within the meaning of Section 206(d)(3)(K) of
ERISA, who is the spouse or former spouse of a Participant;
or
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(b)
|
a
private trust that meets all of the following
requirements:
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(1)
|
is
valid under state law, or would be but for the fact that there is
no
corpus;
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(2)
|
is
irrevocable or will, by its terms, become irrevocable upon the death
of
the Participant;
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(3)
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the
beneficiary or beneficiaries of the trust are identifiable individuals
from the trust instrument; and
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(4)
|
the
beneficiary designation made by the Participant is made in such form
as
the Plan Administrator may require and the Participant provides such
additional information as the Plan Administrator may require, provided
that,
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(A)
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for
any calendar year up to and including the calendar year of the
Participant’s death, in order to establish that the Participant’s spouse
is the sole beneficiary under the trust for purposes of Article 25,
the
Participant must: (i) provide to the Plan Administrator a list
of all of the beneficiaries of the trust (including contingent and
remainderman beneficiaries with a description of the conditions of
their
entitlement) sufficient to establish that the Participant’s spouse is the
sole beneficiary); (ii) certify that, to the best of the
Participant’s knowledge, the list of beneficiaries is correct and complete
and that the requirements of paragraphs (b)(1), (2) and (3) above
are
satisfied; (iii) agree to provide corrected certifications to the
extent that an amendment changes any information previously certified;
and
(iv) agree to provide a copy of the trust instrument to the Plan
Administrator upon demand;
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(B)
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for
calendar years following the calendar year of the Participant’s death, the
trustee of the trust instrument, no later than October 31 of the
calendar year immediately following the calendar year of the Participant’s
death, must (i) provide the Plan Administrator with a final list of
all of the beneficiaries of the trust (including contingent and
remainderman beneficiaries with a description of the conditions on
their
entitlement) as of September 30 of the calendar year immediately
following the calendar year of the Participant’s death; (ii) certify
that, to the best of the trustee’s knowledge, the list of beneficiaries is
correct and complete and that the requirements of paragraphs (b)(1),
(2),
and (3) above are satisfied and (iii) agree to provide a copy of the
trust instrument to the Plan Administrator upon
demand.
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When
applying the requirements of paragraph (b)(3) above, the trust
instrument need not name the individuals by name so long as the
individuals who are to be the beneficiaries are identifiable under
the
trust instrument. The members of a class of beneficiaries
capable of expansion or contraction will be treated as being identifiable
if it is possible to identify the class member with the shortest
life
expectancy.
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Nothing
in this provision shall be construed to mean that a Qualified Charitable
Organization can be a Qualified
Beneficiary.
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“Qualified
Charitable Organization” shall have the meaning set forth in
Section 12.1 of the Regulations.
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“Qualified
Plan” shall mean a plan other than this Fund that is qualified
under section 401(a) of the Code based on the opinion of tax
counsel.
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“Qualified
Plan Distribution” shall mean any distribution or withdrawal of
all or any portion of the balance to the credit of the Participant
in a
Qualified Retirement Plan, except that a Qualified Plan Distribution
shall
not include: (a) any distribution or withdrawal that is
one of a series of substantially equal periodic payments (not less
frequently than annually) either made for the life (or life expectancy)
of
the Participant or the joint lives (or joint life expectancies) of
the
Participant and the Participant’s designated beneficiary, or for a
specified period of ten years or more; (b) any distribution or
withdrawal to the extent such distribution or withdrawal is required
under
Section 401(a)(9) of the Code; and (c) the portion of any
distribution or withdrawal that is not includable in gross income
for
federal income tax purposes (determined without regard to the exclusion
for net unrealized appreciation with respect to employer
securities).
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“Qualified
Retirement Plan,” except as provided in Section 13.2, shall
mean any of the following that permit direct rollovers in accordance
with
Section 401(a)(31) of the Code: (a) an individual
retirement account described in Section 408(a) of the Code;
(b) an individual retirement annuity described in Section 408(b)
of the Code; (c) an annuity plan described in Section 403(a) of
the Code; or (d) a qualified trust described in Section 401(a)
of the Code.
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“Qualifying
Period” shall mean the period of time before the Employee became
an Employee of a Contributing Company when the Employee was an employee
of
a 1% Affiliated Company.
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“RDS
ADRs” shall mean Class A American Depositary Receipts of Royal
Dutch Shell plc.
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“Reemployment
Commencement Date” shall mean the first date an individual
performs an Hour of Service following a Severance from Service
Date.
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“Regulations”
shall mean the plan instrument of the
Fund.
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“Relevant
Rate Group” shall mean an applicable rate group under Treasury
Regulations Section 1.401(a)(4)-8 with the closest rate lower than
the rate group for which an adjustment is needed under such
regulations.
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“Required
Aggregation Group” shall mean (a) each qualified plan of the
Employer in which at least one Key Employee participates, and (b) any
other qualified plan of the Employer which enables a plan described
in (a)
above to meet the requirements of Sections 401(a)(4) or 410 of the
Code.
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“Required
Beginning Date,” for any Member, shall mean April 1 of the
calendar year 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 provided that the Member is not a 5-percent
owner with respect to the Plan Year ending in the calendar year in
which
the Member attains age 70-1/2.
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“Second
Service Spanning Rule” shall mean the Service Spanning Rule set
forth in Section 4.1(e)(2) of the
Regulations.
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“Separately
Managed Account Fund” shall mean each of the Thrift Fund and the
Royal Dutch Shell Stock Fund.
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“Service”
shall mean the period of an individual’s employment as an Employee with a
Contributing Company.
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“Service
Spanning Rules” shall mean the First Service Spanning Rule or the
Second Service Spanning Rule, whichever is applicable, used for
determining when a Period of Severance is treated as a Period of
Service,
solely for purposes of calculating Participation
Service.
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“Severance
from Service Date” shall mean the earliest of the following
dates:
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(a)
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The
first date an individual Terminates his Service following his Employment
Commencement Date or following his most recent Reemployment Commencement
Date, if any.
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(b)
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The
31st
day
of a number of days (whether or not consecutive) of one or more Labor
Dispute Periods during which Period or Periods an individual, who
has not
incurred a Termination, is absent from service from the Contributing
Companies (with or without pay) due to his participation in such
labor
dispute or disputes.
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(c)
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The
last day of the first 12 months of a Period of Absence during which
period
an individual, who has not incurred a Termination, remains absent
from
service from the Contributing Companies (with or without
pay).
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(d)
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The
last day of the first 12 months of Disability Leave during which
Disability Leave an individual who has not incurred a Termination,
remains
absent from service from the Contributing Companies without
pay.
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“Shell
Pay Deferral Investment Fund” shall mean the tax-qualified
cash-or-deferred arrangement established on August 1, 1984, and
merged into this Fund on or about June 18,
2007.
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“Shell
Savings Group Trust” shall mean the master trust in which the
assets of the Fund are invested.
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“Shell
Trading Savings Plan” shall mean the
tax-qualified defined contribution plan established on January 1,
1996, by Affiliated Companies of Shell Oil Company and merged on
December 29, 2004, into both this Fund and the Shell Pay Deferral
Investment Fund, which plan was formerly known as the “Coral Energy
Services, LLC Savings Plan” and the “Coral Energy Resources Services
Company Savings Plan.”
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“Terminates”
shall mean resigns, retires, or is discharged from all Contributing
Companies, or dies.
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“Termination”
shall mean resignation, retirement, or discharge from all Contributing
Companies, or death.
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“Tested
Plan Year” shall mean the Plan Year for which the requirements of
Code Section 401(a)(4) are being
tested.
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“Testing
Compensation” shall mean 415 Compensation, but excluding any
amount in excess of the Annual Compensation
Limit.
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“Tier
I Funds” shall mean the Investment Offerings under Part I of
Schedule C to the Regulations.
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“Tier
II Funds” shall mean the Investment Offerings under Part II
of Schedule C to the
Regulations.
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“Tier
III Funds” shall mean the Investment Offerings under
Part III of Schedule C to the
Regulations.
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“Tier
IV Fund” shall mean the BrokerageLink feature under Part IV
of Schedule C to the
Regulations.
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“Transferred
Assets” shall mean those assets which are transferred from a
Qualified Plan directly to the Fund by the trustee or trustees of
the
Qualified Plan on behalf of a Member, provided that the Qualified
Plan from which the assets are transferred provides benefits protected
under Section 411(d)(6) of the Code which are also protected by this
Fund,
or the transfer satisfies one of the exceptions set forth in the
Treasury
Regulations under Section 411(d)(6) of the
Code.
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“Trust
Agreement” shall mean the Trust Agreement between the Trustees
and Shell Oil Company and the other Contributing Companies, dated
as of
the 1st day of September 1939, and as amended from time to
time.
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“Trustees”
shall mean the individuals whose names are listed in the Trust Agreement
and their successors.
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“Valid
Rollover Contribution” shall mean shall mean a contribution to
the Fund of a Qualified Plan Distribution from a Qualified Retirement
Plan
within the meaning of Treasury Regulation Section 1.402(c)-2, or of a
rollover contribution within the meaning of Section 408(d)(3)(A)(ii)
of the Code, that satisfies the requirements of Section 401(a)(31),
402(c), or 408(d)(3) of the Code for treatment as a rollover or a
rollover
contribution.
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“Valuation
Date”
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(a)
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for
purposes of the Top-Heavy rules, shall mean the most recent Valuation
Date
occurring within a 12-month period ending on the applicable Determination
Date; and
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(b)
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for
all other purposes, shall mean a date on which Accounts under the
Fund are
valued. On and after June 1, 1996, a Valuation Date shall
be any day, other than a Saturday, a Sunday, or a legal holiday,
on which
the New York Stock Exchange is open for trading, and/or such other
dates
as may be required by the Trustees. In the case of
purchases, redemptions, and/or valuations during periods of extreme
market
conditions, market closures, or illiquidity, the Valuation Date may
be
delayed until the later of the day all securities markets resume
normal
trading or the day sufficient liquidity returns, in the judgment
of the
Investment Manager.
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“Valuation
Period,” on and after June 1, 1996, shall mean each calendar
month with Participants’ or Beneficiaries’ Thrift Accounts to be credited
or debited, as the case may be, as of the last Valuation Date of
each such
month or, if there is no Valuation Date during such month, the last
Valuation Date in the month or months immediately prior to such
month.
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“Variable
Pay” shall mean that portion of a Member’s Compensation that is
attributable to a variable pay program or incentive compensation
program
established and maintained by a Contributing
Company.
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2.2 Affiliated
Company Defined. “Affiliated
Company” shall mean (a) a corporation which is a member of a controlled
group of corporations (within the meaning of Section 1563(a) of the Code
or any
successor statute, determined without regard to Sections 1563(a)(4) and
(e)(3)(C) thereof) which includes the Contributing Company, and (b) any trade
or
business (whether or not incorporated) which is under common control (as
defined
in Section 414(c)) with such Contributing Company. However, for
purposes of (a) and (b) in the preceding sentence, the phrase “more than 50
percent” shall be substituted for the phrase “at least 80 percent” in Section
1563(a)(1) of the Code, including where Section 1563(a) is incorporated in
Sections 414(b) and (c) of the Code.
2.3 Headings
and References. The headings of Articles and
Sections herein are included solely for convenience. If there is any
conflict between such headings and the text of these Regulations, the text
shall
control. Unless the context suggest otherwise, Article and Section
references are references to these Regulations.
2.4 Number
and Gender. Wherever appropriate, words used
in the singular shall be considered to include the plural, and words used
in the
plural shall be considered to include the singular. Where appearing
in the Regulations and Trust Agreement, the masculine gender shall be deemed
to
include the feminine gender, and the feminine gender shall be deemed to include
the masculine gender.
2.5 Construction. It
is intended that the Regulations be qualified within the meaning of
Sections 401(a), 401(k), and 401(m) of the Code and that the Fund be
tax-exempt under Section 501(a) of the Code. All provisions in
the Regulations and Trust Agreement shall be construed in accordance with
such
intent.
MEMBERSHIP
PROVISIONS
3.1 Admission
to Membership in General. An Employee shall
be admitted as a Member on the first day on which the Employee completes
his
first Hour of Service with a Contributing Company.
3.2 Termination
of Employment; Reemployment. An individual
who has been admitted as a Member shall, except as otherwise provided, remain
a
Member until Termination. Upon reemployment as an Employee, an
individual shall be readmitted as a Member on the day on which he completes
his
first Hour of Service of reemployment with a Contributing Company.
3.3 Member
as a Beneficiary. A Participant may also be a
Beneficiary. In such an event, the account the Participant holds as a
Beneficiary shall be governed by the rules that apply to Beneficiary
accounts.
3.4 No
Contract of Employment. The adoption and
maintenance of the Fund shall not be deemed to constitute a contract between
any
of the Contributing Companies and any Member or to be a consideration for,
or an
inducement or condition of, the employment of any Member. Nothing
herein contained shall be deemed to give any Member the right to be retained
in
the Service of any of the Contributing Companies or to interfere with the
rights
of any Employing Company to discharge any Member at any time.
SERVICE
CREDITING
4.1 General
Service Crediting Rules. Subject to the
transition rules described below in this Section 4.1, Service after
December 31, 2002, will be credited under this Article 4 for purposes of
determining Participation Service and Accredited Service except as otherwise
expressly provided. The following rules shall
apply:
(a) For
purposes of determining Participation Service and Accredited Service, an
individual shall be credited in an amount equal to his aggregate Periods of
Service whether or not such Periods of Service are completed
consecutively.
(b) If
a fractional year within a Period of Service occurs, credit for such fractional
year is based as follows:
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(1)
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for
Accredited Service, on the number of calendar months of Service in
such
fractional year, taking into account paragraph (a) of the definition
of
Period of Service, unless such method would result in duplication
of
service credit or the absence of otherwise allowable service credit,
in
which case such fractional year is based on the number of full calendar
months and any additional days of Service in such fractional
year;
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(2)
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for
Participation Service, only on the number of full calendar months
and any
additional days of Service in such fractional
year,
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(3)
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for
purposes of this Section 4.1(b), additional days totaling 30 or more
shall
constitute a full calendar month.
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(c) There
is credit for a one-year Period of Service for each 12-month segment of Period
of Service, which begins on the Employment Commencement Date or the most recent
Reemployment Commencement Date, if any. A one-year Period of Service
shall have the same effect as one year of service with respect to applicable
benefits.
(d) Except
as specifically provided herein, a Member shall not be credited with a year
of
Accredited Service (or fractions thereof) for service prior to his becoming
an
Employee of a Contributing Company.
(e) For
purposes of determining Participation Service, a Period of Severance shall
be
treated as a Period of Service if either the First Service Spanning Rule or
the
Second Service Spanning Rule applies.
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(1)
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The
First Service Spanning Rule applies if an individual Terminates his
Service (at a time other than during an absence for any reason other
than
Termination) and then returns to Service, and his Reemployment
Commencement Date is within 12 months of his Severance from Service
Date.
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(2)
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The
Second Service Spanning Rule applies
if:
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(A)
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an
individual is absent from Service for 12 months or less for any reason
other than Termination;
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(B)
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during
such absence the individual
Terminates;
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(C)
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the
individual subsequently returns to Service;
and
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(D)
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his
Reemployment Commencement Date is within 12 months from the day he
was
first absent from Service for such reason other than Termination,
referred
to in Section 4.1(e)(2)(A)
above.
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4.2 Service
Records; Certain Predecessor Employers. In
case of an Employee who is an Employee of a Contributing Company after
December 31, 1975, service (whether Accredited or Participation) shall be
determined under the rules herein from available Affiliated Company or
Contributing Company records. In any case in which a Contributing
Company maintains a plan of a predecessor employer, service for such predecessor
shall be treated as service for the Contributing Company. In any case
in which the Contributing Company maintains a plan which is not the plan
maintained by a predecessor employer, service for such predecessor shall,
to the
extent required by regulations prescribed by the Secretary of the Treasury,
Secretary of Labor, or their delegates, be treated as service for the
Contributing Company.
4.3 Service
with 1% and 25% Affiliated Companies. In
addition to the service crediting rules set out above, the service crediting
rules of this Section 4.3 shall apply.
(a) If
an Employee is a Preceding Employee, prior service with a 1% Affiliated Company
shall be credited to an Employee as Participation Service and Accredited
Service, provided that a Contributing Company has employed the Employee
pursuant to an agreement with the Affiliated Company, and such grant of prior
service as Participation Service and as Accredited Service meets the
requirements of Treasury Regulation section 1.401(a)(4)-11(d).
(b)
If
an Employee is not a Preceding Employee, prior service with a 25% Affiliated
Company shall be credited to an Employee as Participation Service and Accredited
Service, provided that a Contributing Company has employed the Employee
pursuant to an agreement with the Affiliated Company, and such grant of
prior
service as Participation Service and as Accredited Service meets the
requirements of Treasury Regulation
section 1.401(a)(4)-11(d).
(c) For
purposes of this Section 4.3, unless otherwise provided, the ownership level
to
determine a 25% Affiliated Company and 1% Affiliated Company is based on the
time services are provided.
(d) This
Section 4.3 shall not apply to service performed as a Leased
Employee.
4.4 Participation
Service Credit for Service with 80% Affiliated
Companies. Service with an Affiliated Company
shall be accredited to an Employee as Participation Service; provided,
however, that for purposes of this Section 4.4, “Affiliated Company” shall
be as defined in Section 2.2 without regard to the second sentence thereof
which substitutes the phrase “more than 50 percent” for the phrase “at least 80
percent.”
4.5 Service
Credit Related to Certain Business Transactions.
(a) Where
an employee of a Non-Contributing Company becomes an Employee of a Contributing
Company after December 31, 1990, as a result of an asset or stock
acquisition, merger, reorganization or other similar transaction, prior service
credit may be granted pursuant to an agreement between one or more Contributing
Companies and the Non-Contributing Company, as follows:
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(1)
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a
maximum of five (5) years prior service with the Non-Contributing
Company
shall be credited to an Employee as Participation Service and Accredited
Service only where the following conditions are
satisfied:
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(A)
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a
Contributing Company has employed the Employee pursuant to an agreement
with the Non-Contributing Company;
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(B)
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with
respect to each separate acquisition, merger, reorganization or other
similar transaction, prior service credit is uniformly granted to
all
individuals becoming Employees pursuant to this sentence;
and
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(C)
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the
prior service credit granted is otherwise allowed by law;
or
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(2)
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pursuant
to an amendment to these Regulations adopted after
1990.
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(b) If
a business entity listed on Part One of Schedule F becomes a Contributing
Company in connection with a stock or asset divestiture, then each person
who is an employee of the business entity on the day as of which it adopts
this
Plan, shall be granted
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(1)
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the
lesser of two years of service, or the actual number of years of
service,
with the business entity as Participation Service;
and
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(2)
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the
lesser of five years of service, or the actual number of years of
service,
with the business entity as Accredited
Service,
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provided
such grant of past service credit is otherwise allowed by law.
(c) If
a Contributing Company acquires the stock or assets of a business entity listed
on Part Two of Schedule F and, in connection with that acquisition, agrees
or
resolves to grant past service credit hereunder to an employee of the entity
who, within a period of time specified in the agreement or resolution, becomes
an Employee of the Contributing Company, then the lesser of two years of
service, or the actual number of years of service, with the acquired entity
shall be credited to the Employee as Participation Service and as Accredited
Service, provided such grant of past service credit is otherwise
allowed by law.
4.6 Provisions
Applicable to Former Leased Employees. Notwithstanding
anything in this Article to the contrary, in the event an individual performs
hours of service as a Leased Employee, such individual becomes an Employee
under
the terms of the Plan, and, within the one-year period beginning when such
individual becomes an Employee, such individual requests service credit to,
and
presents the service records required by, the Plan Administrator, such
individual shall be credited with one year of Participation Service for each
period of service that would be a one-year Period of Service if his service
performed as a Leased Employee had been Service performed as an Employee
of a
Contributing Company.
MEMBER
CONTRIBUTIONS
5.1 Member
Contributions in General; Changes to Contributions.
(a) Only
Active Employees may make Member Contributions. Each Active Employee
who is a Member may elect to contribute to the Fund by making: a Member Pre-Tax
Base Pay Election; a Member Pre-Tax Variable Pay Election; a Member After-Tax
Base Pay Election; a Member After-Tax Variable Pay Election; a Member Secondary
Election; and/or a Member Catch-Up Election. In the event that a
Member does not have sufficient Compensation to effect in full these elections
after payroll deductions (including deductions pursuant to such elections),
the
Plan Administrator shall reduce such elections in accordance with the payroll
deduction hierarchy established pursuant to the Regulations.
(b) Any
Member may elect to cease making any or all Member Contributions into the Fund
and may thereafter elect to resume making any or all of such
contributions. Any election to make or resume making Member
Contributions shall be effective until the Member’s termination of employment or
until changed by the Member’s giving notice of such change to the Plan
Administrator. Any election or change thereto shall become effective
as of the first day of a payroll period provided the Plan Administrator receives
the election or change on or before the Payroll Closing Date for such payroll
period or on or before such other date as may be required by the Plan
Administrator.
(c) No
benefits provided by the Employing Company or a Controlled Group Company
shall be conditioned directly or indirectly upon the Member’s making or not
making Member Pre-Tax Contributions hereunder.
5.2 Automatic
Contribution Arrangement. The Fund shall
implement an automatic contribution arrangement for individuals who are
hired or
rehired by a Contributing Company and become Members on or after June 18,
2007. Under the arrangement, such Members shall be deemed to have
made, as of the Automatic Enrollment Date, a Member Pre-Tax Base Pay Election
of
3%. The Plan Administrator shall provide notice of the
arrangement to Members who may be covered by the arrangement at such time
as
shall afford such Members a reasonable opportunity to elect out of the
arrangement before the Automatic Enrollment Date. A Member may elect
out of the arrangement before the Automatic Enrollment Date by electing
to make
no Member Pre-Tax Contributions or by making any affirmative election available
to the Member under Section 5.1. A Member may also prospectively
elect out of the arrangement any time after the Automatic Enrollment Date
in the
same fashion. Elections under this Section 5.2 (including the deemed
election, if applicable) shall become effective as provided in Section
5.1(b). The Plan Administrator shall, within a reasonable period
before each Plan Year, provide to each Member to whom the arrangement applies
for such Plan Year, notice of such Member’s rights and obligations under the
arrangement.
5.3 Testing
Limitations on Contributions. Member
Contributions, other than Member Catch-Up Contributions, are subject to
the
limitations and provisions of Articles 7 and 23 and are subject to reduction
by
the Plan Administrator as provided in Article 23.
5.4 Limitations
Related to Hardship Withdrawals. If a Member
receives a Hardship Withdrawal or any other hardship withdrawal from another
qualified plan of a Controlled Group Company, such Member shall not be
entitled
to make any Member Contributions under this Plan for a period of at least
6
months after receipt of such hardship withdrawal.
5.5 Annual
Limit on Member Pre-Tax Contributions; Secondary
Elections.
(a) A
Member shall not be permitted to make Member Pre-Tax Contributions during any
taxable year of such Member in excess of $15,000 or such other amount as may
be
prescribed by Section 402(g) of the Code and as adjusted by the Secretary of
the
Treasury pursuant thereto.
(b) If
the Member does not make a Member Secondary Election as provided in Section
5.1(a), the Member will be deemed to have made a Member Secondary Election
of
0%. In the pay period in which the limit described in Section 5.5(a)
is reached, the lesser of the curtailed Member Pre-Tax Contributions of the
Member that would have been made for that pay period or the Member After-Tax
Contributions elected in the Member Secondary Election of the Member will be
contributed to the Fund. Following such pay period, such Member
Secondary Election shall supersede any Member After-Tax Base Pay Election of
the
Member for the remainder of the Plan Year.
5.6 Timing
of Member Contributions; Correction of Delayed Member Contributions and
Repayments.
(a) Member
Contributions shall be paid into the Fund as of the first Valuation Date on
or
after the date the Compensation is due the Member; provided, however,
where a regulatory body closes a principal securities exchange on which
securities are traded, the posting of Member Contributions may be delayed until
normal trading resumes in all securities markets.
(b) To
the maximum extent permitted by applicable law, the Plan Administrator shall
cause the Employing Company to correct Member Contributions and repayments
that
are not made as of the earliest date on which contributions can reasonably
be
segregated from the Employing Company’s general assets.
5.7 Catch-Up
Contributions. The Fund shall not be treated
as failing to satisfy the provisions of the Fund implementing the requirements
of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the
Code, as
applicable, by reason of the making of Member Catch-Up
Contributions.
COMPANY
CONTRIBUTIONS
6.1 Company
Contributions in General. On and after
January 1, 2003, except as otherwise provided, each Employing Company
shall pay
into the Fund on behalf of each Member in its employ a percentage of
such
Member’s Compensation, determined in accordance with the following
schedule:
(a) During
the second, third, fourth, fifth, and sixth years of the Member’s Accredited
Service – 2½%, provided, however, in the case of a Leased Employee who
becomes an Employee consistent with Section 4.6, from the date such
Employee one year of Participation Service through such Employee’s sixth year of
Accredited Service – 2½%; and provided further, the Employing Company
shall make contributions of 3% of such Member’s Compensation during the
remaining period of such Member’s second, third, fourth, fifth, and sixth years
of Accredited Service if such Member was eligible to participate in the Alliance
Savings Plan on December 31, 2002, and on that date was eligible to receive
company contributions of 3% thereunder; and
(b) During
the seventh, eighth and ninth years of Accredited Service - 5%, and
(c) During
the tenth and succeeding years of Accredited Service - 10%,
as
of the
first Valuation Date after such compensation is due the Member. For
the purpose of determining when increases in the percentage of Company
Contributions should occur, an Employee whose service date (or adjusted service
date, if applicable) coincides with the first day of any pay period which is
applicable to such Employee’s job classification shall be eligible for increases
in the percentage of Company Contributions as of the first day of the full
pay
period in which such Employee completes the required period of Accredited
Service for any such percentage increase. All other Employees shall
be eligible for increases in the percentage of Company Contributions as of
the
first day of the first full pay period following such Employee’s completion of
the required period of Accredited Service for any such percentage
increase.
6.2 Contribution
Additions for Administration Expenses. Any
Contributing Company may make a Contribution Addition to the Fund for
a Plan
Year that it may determine is appropriate. Each Contribution Addition
shall be with respect to the Plan Year and shall be allocated to the
Accounts of
Members that are affected by the administration expenses for which the
Fund is
being reimbursed by the contribution. Consistent with the preceding
sentence, the Plan Administrator shall periodically notify the Trustees
of the
Contribution Additions which shall be paid to the Fund no later than
the time
prescribed by law for filing the federal income tax return of the Contribution
Company, including extensions thereof. For purposes of the
limitations under Article 7, each Contribution Addition shall be allocated
to
the Accounts of Members that are affected by the administration expenses
for
which the Trust is being reimbursed by the contribution.
6.3 No
Earnings or Profits Required. If any
Contributing Company forming, together with one or more other Contributing
Companies, an affiliated group within the meaning of Section 1504 of the
Code is prevented from making a contribution which it would otherwise
have made
under this Article 6 by reason of having no current or accumulated earnings
or profits or because such earnings or profits are less than the contributions
which it would otherwise have made, then so much of the contribution
which such
Contributing Company was so prevented from making may be made, for the
benefit
of the employees of such Contributing Company, by the other Contributing
Companies forming such affiliated group, to the extent of current or
accumulated
earnings or profits, except that such contribution by each such other
Contributing Company shall be limited, where such group does not file
a
consolidated return, to that proportion of its total current and accumulated
earnings or profits remaining after adjustment for its contribution made
without
regard to this sentence which the total prevented contribution bears
to the
total current and accumulated earnings or profits of all the Members
of such
group remaining after adjustment for all contributions made without regard
to
this sentence. On and after January 1, 1988, payment into the Fund by
each Contributing Company shall be made without regard to current or
accumulated
earnings or profits, unless a Contributing Company elects otherwise with
respect
to its Members. Notwithstanding the elimination of the profits
requirement, this Fund is designed to be a profit-sharing plan.
6.4 Deductibility
of Contributions. Unless a Contributing
Company directs otherwise, a Contributing Company’s contributions to the Fund
are conditioned upon their being deductible for such Contributing Company’s
taxable year under Section 404 of the Code, and such Contributing Company
contributions shall not exceed such deductible amounts.
6.5 Use
of Certain Forfeitures. Forfeitures resulting
from Section 19.2 and Schedule D shall be used to reduce Contributing
Company contributions and not to increase benefits.
6.6 Contributions
to Satisfy Nondiscrimination
Requirements. Where it has been determined by
Shell Oil Company that Contributions do not satisfy the nondiscrimination
requirements of Section 401(a)(4) of the Code and regulations issued
thereunder for a Tested Plan Year, additional Contributions may be made
until
Contributions satisfy such requirements. Where additional
Contributions are credited to a Member’s Account pursuant to this Section 6.6,
earnings shall be credited at the greater of zero percent or the actual
positive
rate of return on the Member’s Account for each of the Tested Plan Years and any
subsequent Plan Year or any portion thereof in which the additional Contribution
is made. Any such additional Contributions, and any earnings thereon,
shall be provided only for individuals who:
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(a)
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are
Nonhighly Compensated Employees for such Tested Plan
Year;
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(b)
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are
Employees at the time such additional Contributions are
made;
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(c)
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are
in a Relevant Rate Group;
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(d)
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have
the highest equivalent accrual rates of Nonhighly Compensated Employees,
as determined by Shell Oil Company when testing the Plan for such
Tested
Plan Year under Treasury Regulations Section 1.401(a)(4)-8, in the
order of such rates beginning with the highest;
and
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(e)
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also
have the highest performance code in such Relevant Rate Group at
the time
such additional Contributions are made, in order of such performance
codes
beginning with the highest, effective for a Tested Plan Year commencing
on
or after January 1, 2001, where the conditions set forth in
subparagraphs (a) through (d) hereinabove result in an over-inclusion
of
employees eligible for any additional
Contributions.
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6.7 Correction
of Delayed Company Contributions. To the
maximum extent permitted by applicable law, the Plan Administrator shall
cause
the employing Contributing Company to correct delayed contributions in
accordance with this Section 6.7. For delayed Company Contributions
that are corrected within two payroll periods, the Contributing Company
shall
restore to the Member’s Account only the principal amount. For
delayed Company Contributions that are not corrected within two payroll
periods,
the Contributing Company shall restore to the Member’s Account the principal
amount adjusted to reflect the actual rate of return that would have
been
credited to the Member’s Account but for the error; provided, however, for the
sake of administrative convenience, the Plan Administrator shall have
the option
of using, in lieu of the actual rate, such rate of return as shall be
reasonably
prudent under the circumstances.
LIMITATION
ON CONTRIBUTIONS
7.1 Excess
Deferral Limit. A Participant shall not be
permitted to have Member Pre-Tax Contributions made under this Fund,
or any
other qualified plan maintained by the Employer, during any taxable year
in
excess of the limit set out in Section 5.5(a), except that to the extent
permitted under Section 414(v) of the Code Participants may make Member
Catch-up Contributions.
7.2 Distribution
of Excess Deferral Amounts.
(a) Notwithstanding
any other provision of these Regulations, the Excess Deferral Amount made by
a
Participant and any income allocable thereto, shall be distributed to the
Participant claiming such Excess Deferral Amount under this Fund no later than
the first April 15 following the close of the Participant’s taxable year in
which the Excess Deferral Amount arose or as soon as administratively feasible
after an Excess Deferral Amount is detected by any monitoring system maintained
by a Contributing Company.
(b) The
Participant’s claim shall be in writing, shall be submitted to the Plan
Administrator no later than the first March 1 following the close of the
Participant’s taxable year in which the Excess Deferral Amount arose, shall
specify the Participant’s Excess Deferral Amount for such taxable year, and
shall be accompanied by the Participant’s written statement that if such amounts
are not distributed, then such Member Pre-Tax Contributions---together with
amounts deferred pursuant to other qualified cash or deferred arrangements
under
Section 401(k) of the Code, simplified employee pension plans under
Section 408(k) of the Code, and tax-sheltered annuity contracts under
Section 403(b) of the Code---exceed the limit imposed on the Participant by
Section 7.1 for the taxable year in which the Member Pre-Tax Contributions
occurred.
(c) In
the case of any Excess Deferral Amounts which arise under this Fund by virtue
of
the failure of any monitoring system maintained by a Contributing Company,
the
Plan Administrator shall be empowered to submit a claim on behalf of, and in
the
name of, the Participant, and such claim shall be deemed to be the claim of
such
Participant for all intents and purposes. The Plan Administrator
shall be entitled to assume that a Participant’s taxable year is the calendar
year unless the Participant has previously advised the Plan Administrator
otherwise, in writing.
(d) The
Excess Deferral Amount for the taxable year which would otherwise be distributed
to the Participant shall be reduced, in accordance with Department of Treasury
Regulations, by the Excess Contributions previously distributed to the
Participant for the Plan Year beginning in that taxable year.
7.3 Annual
Additions Limit.
(a) Except
to the extent permitted with respect to Member Catch-up Contributions and
Section 414(v) of the Code, the Annual Additions that may be contributed or
allocated to a Member’s Account under the Fund for any limitation year shall not
exceed the lesser of: (1) $40,000, as adjusted for increases in the
cost-of-living under section 415(d) of the Code, or (2) 100 percent of the
Member’s 415 Compensation, for the limitation year.
(b) To
the extent the Annual Additions with respect to the Fund and other defined
contribution plans of the Contributing Companies or Affiliated Companies would
otherwise exceed the limitations of Section 7.3(a), amounts permitted to be
credited to a Member’s Account shall be reduced in the following
order:
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(1)
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Contributions
by or on behalf of a Member to other defined contribution plans of
the
Contributing Companies or Affiliated
Companies;
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(2)
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Company
Contributions of any Contributing Company on behalf of a Member to
the
Fund;
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(3)
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Member
After-Tax Contributions by a Member to the Fund;
and
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(4)
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Member
Pre-Tax Contributions on behalf of a Member to the
Fund.
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7.4 Excess
Annual Additions.
(a) If
and to the extent it is determined that any contribution of any Contributing
Company is in excess of the limitations imposed by Section 7.3, and
provided that such contribution was made by a good faith mistake of fact, then
such excess shall be returned to the Contributing Company within one year after
payment of the contribution.
(b) If,
due to a reasonable error in estimating a Member’s annual Compensation, a
reasonable error in determining the amount of Member Pre-Tax Contributions
that
may be made with respect to any individual under the limits of Section 415
of the Code, or due to such other facts and circumstances as may justify the
availability of this special rule, the Annual Additions to the Member’s Account
under this Fund and under any other defined contribution plans of the
Contributing and Affiliated Companies exceed the limitations set forth in
Section 7.3(a), then the excess Annual Additions shall be treated in the
order described below until the applicable limitation is satisfied:
(1) To
the extent of Company Contributions made during the Plan Year, the excess Annual
Additions, in a Member’s account, if any, shall be treated in accordance with
any one of the following three methods:
(A) Such
excess Annual Additions in a Member’s Account shall be used to reduce Company
Contributions for the next calendar year (and succeeding calendar years, as
necessary) for that Member, if that Member is covered by the Fund as of the
end
of the calendar year. However, if that Member is not covered by the
Fund as of the end of the calendar year, then the excess Annual Additions must
be held unallocated in a suspense account for the calendar year and allocated
and reallocated in the next calendar year to all of the remaining Members’
Accounts in the Fund. Furthermore, the excess Annual Additions must
be used to reduce Company Contributions for the next calendar year (and
succeeding calendar years, as necessary) for all of the remaining Members of
the
Fund. Excess Annual Additions may not be distributed to Member or
Former Members.
(B) Such
excess Annual Additions in a Member’s Account shall be allocated and reallocated
to other Members’ Accounts. However, if that allocation or
reallocation causes the limitations of Section 415 of the Code to be
exceeded with respect to each Member for the calendar year, the remaining excess
Annual Additions must be held unallocated in a suspense account for the calendar
year and allocated and reallocated in the next calendar year to all of the
Members’ Accounts. Furthermore, the excess Annual Additions must be
used to reduce Company Contributions for the next calendar year (and succeeding
calendar years, as necessary) for all of the Members in the
Fund. Excess Annual Additions may not be distributed to Member or
Former Members.
(C) Such
excess Annual Additions in a Member’s Account shall be held unallocated in a
suspense account for the calendar year, and allocated and reallocated in the
next calendar year (and succeeding calendar years, as necessary) to all of
the
Members’ Accounts. The excess Annual Additions so allocated and
reallocated must be used to reduce Company Contributions for the next calendar
year (and succeeding calendar years, as necessary) for all of the Members in
the
Fund. Excess Annual Additions may not be distributed to Member or
Former Members.
(2) To
the extent of any remaining excess Annual Additions, Member Contributions shall
be returned to the Member in the same order as that specified in
Section 7.3(b) for reducing credited amounts to the Member’s
Account.
(3) If
a suspense account is in existence at any time during the calendar year,
investment gains and losses and other income shall not be allocated to the
suspense account. If the treatment described in this Section 7.4
is necessary, such treatment shall be performed on other defined contribution
plans of the Contributing Companies or Affiliated Companies before applying
to
this Fund.
7.5 Notice
of Limitation issue. The Employing Company
shall notify a Member and the Plan Administrator if the limitation on
contributions or allocation or reallocation of Contributions to his Account
for
any calendar year is affected by the limitations set forth in this
Article.
7.6 Aggregation
of Plans. For purposes of Section 7.3 and
Section 7.4, all defined contribution plans (whether or not terminated)
of the
Contributing and Affiliated Companies shall be treated as one defined
contribution plan.
INVESTMENT
FUNDS
8.1 Authority
to Establish Investment Offerings.
(a) Generally
the Trustees shall have the discretionary authority to establish Investment
Offerings and investment tiers and allot Investment Offerings among the
tiers. While the Mutual Fund Window shall consist of all of the
Fidelity Management & Research Company mutual funds and such mutual funds as
Fidelity Management & Research Company shall include in Fidelity FundsNet,
the Trustees may grandfather mutual funds removed from Fidelity FundsNet so
that
such funds shall continue to be available for investment through the Mutual
Fund
Window.
(b) The
Royal Dutch Shell Stock Fund shall be a permanent Investment Offering under
these Regulations. Members and Beneficiaries---and not the Trustees
nor the Investment Manager of the Royal Dutch Shell Stock Fund---shall have
discretionary authority and control with respect to buying, selling, and holding
units in the Royal Dutch Shell Stock Fund. In the absence of any
Member or Beneficiary direction to buy, sell, or hold units of the Royal Dutch
Shell Stock Fund for his Account, the Trustees and the Investment Manager of
the
Royal Dutch Shell Stock Fund shall not buy, sell, or hold shares of RDS ADRs
for
that Account; provided, however, that the Trustees shall liquidate, or
cause the Investment Manager of the Royal Dutch Shell Stock Fund to liquidate,
RDS ADRs in the Royal Dutch Shell Stock Fund only in the event of the imminent
bankruptcy of Royal Dutch Shell plc. In the event of any such
liquidation, the Trustees shall invest the resulting cash in the Thrift
Fund.
8.2 Investment
Funds. At the direction of a Member or a
Beneficiary, the assets of such person’s Account shall be invested in one or
more Investment Offerings among: (a) the Lifecycle Funds;
(b) the Core Funds; (c) the Mutual Fund Window; and (d) the
BrokerageLink.
8.3 Separate
Subaccounts. In general, each Account shall be
divided between Company Contribution Subaccount, Member After-Tax Subaccount,
Member Catch-Up Subaccount, Member Pre-Tax Subaccount, After-Tax Rollover
Subaccount, Prior Plan Company Contribution Subaccount, Prior Plan Fully Vested
Match Subaccount, Prior Plan Scheduled Vesting Match Subaccount, and the Pre-Tax
Rollover Subaccount.
8.4 Valuation
and Accounting.
(a) The
assets of each of the Eligible Investment Company Funds in an Account shall
be
valued in accordance with its prospectus and/or governing documents and
applicable law. The holdings of BrokerageLink in an Account shall
likewise be valued in accordance with generally accepted valuation procedures
to
the extent consistent with applicable law and any prospectus and/or governing
document. Generally each Investment Manager of a Separately Managed
Account Fund shall value the assets of that Separately Managed Account Fund
in
good faith in accordance with the best available information, accepted
accounting practices, and applicable laws and regulations so as to provide
uniform and consistent methods of valuation.
(b) All
interest, dividends, and other income accrued during each Valuation Period
and
any profits realized during each Valuation Period by the Thrift Fund shall
be
credited to an income account for the Thrift Fund, and certain expenses incurred
(in accordance with Section IX of the Trust Agreement) and any losses
realized by the Thrift Fund during each Valuation Period shall be debited to
that account for the Thrift Fund. As of the end of each Valuation
Period, the balance of the account shall be allocated among the Members and
Present Interest Beneficiaries in proportion to their balances in the Thrift
Fund during the Valuation Period. If the income account shows a net
deficit for the Valuation Period, such deficiency shall be provided for to
the
extent necessary from the Members’ and Present Interest Beneficiaries’ Thrift
Fund balance, debits shall be in proportion to their balances during the
Valuation Period.
(c) The
Royal Dutch Shell Stock Fund shall be valued consistent with the investment
management agreement. In the event any such investment management
agreement is silent, the Royal Dutch Shell Stock Fund shall be valued as
follows: Valuation of RDS ADRs held in the Royal Dutch Shell Stock
Fund shall be based upon the closing price of the ordinary shares of RDS ADRs
on
the principal national domestic securities exchange on which the RDS ADRs are
traded or, if unavailable, the latest available price as reported by the
principal national domestic securities exchange on which the RDS ADRs are traded
or, if neither is available, the price determined in good faith by the
investment manager of the Royal Dutch Shell Stock Fund. The net asset
value of the Royal Dutch Shell Stock Fund will be calculated by (1) adding
the market value of the RDS ADRs, the market value of any money market fund
or
other mutual fund or commingled money market pool contained in the Royal Dutch
Shell Stock Fund, any payables including the cost of RDS ADRs purchased,
principal and interest obligations, if any, and other expenses that the
investment manager accrues or pays from the Royal Dutch Shell Stock Fund and
any
receivables including the proceeds of RDS ADRs sold, interest, and dividends
and
(2) dividing the sum by the total number of units in the Royal Dutch Shell
Stock Fund outstanding at the end of the day in issue.
(d) Dividends
in the form of cash, RDS ADRs, or RDS class “A” ordinary share dividends, and
the proceeds of any other distributions received by the Investment Manager
in
respect of RDS ADRs shall be credited to such Accounts on the date of payment
thereof if received on a Valuation Date before the New York Stock Exchange
closes for trading or on the Valuation Date next succeeding the date on which
the payment is received, if it is not received on a Valuation Date or if it
is
received on a Valuation Date after the New York Stock Exchange closes for
trading; provided, however, that where a Member who is an Employee is
not directing any current investments in the Royal Dutch Shell Stock Fund,
amounts representing such dividends and other proceeds shall be credited in
accordance with such Member’s investment election; provided, further,
that on and after July 16, 1996, where a Member or Beneficiary has a
balance in his or her Royal Dutch Shell Stock Fund Account, amounts representing
such dividends and other proceeds shall be credited to his or her Royal Dutch
Shell Stock Fund Account unless, in the case of a Member, the Member, whether
or
not a current Employee, affirmatively elects to have such amounts invested
in
accordance with the Member’s then current or most recent investment
election.
(e) Charges
and expenses of an Eligible Investment Company Fund or of BrokerageLink shall
be
charged to the same in accordance with its prospectus and/or governing documents
and applicable law. Brokerage commissions, transfer taxes, or other
charges and expenses that can be specifically identified in connection with
a
Separately Managed Account Fund shall be charged to the appropriate Separately
Managed Account Fund. Other taxes, charges, and expenses of the Shell
Provident Fund shall be charged to the Separately Managed Account Funds and
Commingled Funds, or otherwise dealt with as the Trustees shall determine in
accordance with Section IX of the Trust Agreement.
8.5 Investment
Manager.
(a) To
the extent the Shell Provident Fund shall invest its assets with the Shell
Savings Group Trust, the Trust Agreement of the Shell Savings Group Trust,
rather than these Regulations, shall determine the rights, powers, duties,
and
responsibilities of the investment managers thereof.
(b) The
Separately Managed Account Funds may be under the management and control of
one
or more Investment Managers appointed by the Trustees. Each
Investment Manager in its discretion shall individually invest and reinvest
the
principal and the income of the portion of the Separately Managed Account Fund
held by it, and keep the assets invested, without distinction between principal
and income, in such manner as determined by the Investment Manager in accordance
with the Regulations and Trust Agreement.
(c) The
Investment Manager may, in its discretion, retain in cash, including investment
in any short-term collective or common trust funds as provided in
Section VI of the Trust Agreement, such part of the assets of the Royal
Dutch Shell Stock Fund as it shall deem necessary or desirable for the proper
administration thereof, including for purposes of the payment of expenses or
other anticipated distributions or pending the purchase of longer term
investments suitable therefor.
(d) The
Investment Manager of the Royal Dutch Shell Stock Fund shall have the right
to
close the Royal Dutch Shell Stock Fund to purchases and redemptions whenever
trading in RDS ADRs is suspended or whenever, in the judgment of the Investment
Manager, substantial purchase and sales orders for RDS ADRs are pending but
not
executed.
8.6 Distributions
In-Kind. Distributions shall normally be made
in cash. After the commencement of trading of RDS ADRs on the New
York Stock Exchange, when a Member’s Account is paid out pursuant to
Sections 12.3, 12.4, and 12.6 upon his termination of service or pursuant
to Section 10.3 upon his age 59½ withdrawal, the value of a Member’s Royal
Dutch Shell Stock Fund Account shall be distributed in cash, unless
the Member
shall affirmatively elect to take a distribution in the form of whole
RDS ADRs
and residual cash.
8.7 Managed
Accounts. The Trustees have appointed an
Investment Manager to provide discretionary and non-discretionary investment
management services to Accountholders. If an Accountholder
affirmatively elects to use any such discretionary services, then during
the
term of the arrangement for such services, such Investment Manager
rather than
the Accountholder shall have the full authority of the Accountholder
to invest
Contributions and to invest and reinvest assets of the Account. The
fees arising from the discretionary investment management services
of the
Investment Manager shall be deducted from the Account of the Accountholder
electing to use such discretionary services.
8.8 BrokerageLink. (a) A
Participant or Present Interest Beneficiary may invest up to 100% of
his vested
Account to BrokerageLink and may direct Contributions and loan repayments
to
BrokerageLink in 1% increments.
(b) Withdrawals,
minimum required distributions, installment payments under Section 12.6(c),
and de minimus distributions will be processed from the Participant’s or Present
Interest Beneficiary’s balances in the Investment Offerings (other than
BrokerageLink). To the extent assets in the Investment Offerings
(other than BrokerageLink) together with cash reserves within BrokerageLink
are
insufficient to satisfy minimum required distributions or de minimus
distributions, any BrokerageLink assets will be liquidated on a
last-in-first-out basis and, along with cash reserves, distributed out of
BrokerageLink in order to satisfy such distributions. In the event
assets in the Investment Offerings (other than BrokerageLink) are insufficient
to satisfy installment payments, loans, or other withdrawals, then the
installment payments will not be processed for that installment cycle and loan
requests and withdrawals will be cancelled.
(c) If
the Accountholder dies leaving a balance in BrokerageLink, his Present Interest
Beneficiary shall have the right to continue the BrokerageLink provided the
Present Interest Beneficiary satisfies such administrative procedures as may
be
then in effect; otherwise BrokerageLink assets payable to such Present Interest
Beneficiary will be liquidated and transferred out of BrokerageLink to the
Thrift Fund.
(d) The
BrokerageLink shall be subject to such minimum investment, trading and
investments restrictions, and settlement periods as Fidelity shall
impose.
MEMBER
DIRECTIONS
9.1 Investment
Directions. Each Member shall direct that the
entire amount of Member Contributions and Company Contributions made
by or on
behalf of the Member – and each Member or Beneficiary shall direct the entire
amount of any dividends or other distributions credited to the Account
of such
Member or Beneficiary in respect of the portion of the Account invested
in the
Royal Dutch Shell Stock Fund– be invested in one or more of the Investment
Offerings offered under the Plan in multiples of one percent (1%) as
follows:
(a) On
and after June 1, 1996, a direction shall be
effective: (1) on the day it is actually received provided it is
received on a Valuation Date before the New York Stock Exchange closes for
trading; or (2) on the Valuation Date next succeeding the day on which it
is actually received, if it is not received on a Valuation Date or if it is
received on a Valuation Date after the New York Stock Exchange closes for
trading. An investment direction, once given, shall remain effective
until changed by a subsequent direction.
(b) Notwithstanding
anything to the contrary contained herein, Shell Oil Company in its discretion
may, at any time, fix a uniform upper percent limitation on the part of Company
Contributions which Members and Beneficiaries may direct be invested in the
Royal Dutch Shell Stock Fund. While any such limitation is effective, all
directions, whether made prior or subsequent thereto, shall be effective only
to
the extent permissible under the limitation.
(c) Company
Contributions, rollover amounts, and Member Contributions (including loan
repayments) as to which no valid investment direction is in effect shall be
placed in the Default Fund. Where by virtue of the summary plan
description or otherwise, the Member is informed or otherwise aware that the
Member has a right to direct Company Contributions, rollovers, and Member
Contributions (including loan repayments) to Investment Offerings and moreover,
that failure to make a valid investment direction shall be treated as a
direction to invest those Company Contributions, rollovers, or Member
Contributions (including loan repayments) in the Default Fund, then the Member’s
failure to direct such Company Contributions, rollovers, or Member Contributions
shall be deemed an exercise of the Member’s control and discretion to invest in
the Default Fund. Where a Member attempts to allocate to the
Investment Offerings more than 100 percent of the amount the Member rolls
over into the Fund, the entire rollover amount shall be returned to the
Member.
9.2 Investment
Transfers; Default Funds. Each Participant
and each Beneficiary may direct that any portion of his Account shall
be
transferred between Investment Offerings by giving directions to the
Plan
Administrator as follows:
(a) Each
direction shall indicate the amount or percentage to be transferred, the
Investment Offering from which the transfer is to be made, and each Investment
Offering to which the amount or percentage is to be transferred.
(b) Directions
as to a transfer to any Investment Offering shall be effective on the first
Valuation Date on or after July 12, 1996, on which the Plan Administrator
receives such direction. For purposes of this Section 9.2, the Plan
Administrator shall be deemed to have received a transfer direction: (1) on
the day it is actually received provided it is received on a Valuation Date
before the New York Stock Exchange closes for trading; or (2) on the
Valuation Date next succeeding the day on which it is actually received, if
it
is not received on a Valuation Date or if it is received on a Valuation Date
after the New York Stock Exchange closes for trading. A transfer
direction, once given, shall remain effective unless canceled in a timely
manner; provided, however, that no such transfer direction may be
canceled or modified, and no proceeds from any such exchange can be redirected,
after the close of the Valuation Date on which the exchange direction takes
effect.
(c) Notwithstanding
anything to the contrary contained herein, Shell Oil Company in its discretion
may, at any time, fix a uniform upper percent limitation on the part of Company
Contributions which Participants and Beneficiaries may direct be transferred
to
the Royal Dutch Shell Stock Fund. While any such limitation is
effective, all directions, whether made prior or subsequent thereto, shall
be
effective only to the extent permissible under the limitation.
(d) A
Participant or Beneficiary may lose exchange privileges under an Investment
Offering, consistent with the prospectus or governing document thereof, for
trading that the Investment Manager determines is excessive or that adversely
impacts effective management of an Investment Offering in accordance with its
stated investment objectives and policies or that would otherwise potentially
be
adverse to the interests of Participants and Beneficiaries who are long-term
investors.
(e) Where
an Investment Offering terminates or withdraws from the Fund, a Participant
or
Beneficiary who has a balance in such Investment Offering shall redirect that
balance among the remaining Investment Offerings. Where the
Participant or Beneficiary fails to make a valid investment redirection, such
balance shall be placed in the Thrift Fund. Where by virtue of the
summary plan description or otherwise, the Participant or Beneficiary is
informed or otherwise aware that the Participant or Beneficiary has a right
to
redirect a balance from a terminated or withdrawn Investment Offering among
the
remaining Investment Offerings and moreover, that failure to make a valid
investment redirection shall be treated as a direction to reinvest such balance
in the Thrift Fund, then any failure to redirect the balance from a terminated
or withdrawn Investment Offering shall be deemed an exercise of the
Participant’s or Beneficiary’s control and discretion to invest such balance in
the Thrift Fund.
(f) The
Member may specify an Investment Offering within the relevant Subaccounts from
which the transfer shall be made. If the Member does not specify an
Investment Offering or if further allocation of the amount of the transfer
is
necessary, the amount or remaining amount, as the case may be, shall be
distributed from the Member’s Investment Offerings (other than from
BrokerageLink) within the relevant Subaccounts on a pro rata
basis. Where by virtue of the summary plan description or otherwise,
the Member is informed or otherwise aware that a Member has a right to allocate
transfers to the Member’s Investment Offerings and moreover, that the failure to
make a valid allocation shall be treated as a direction to allocate the
transfers to the Investment Offerings (other than from BrokerageLink) within
the
relevant Subaccounts on a pro rata basis, then the Member’s failure to allocate
transfers properly shall be deemed an exercise of the Member’s control and
discretion to allocate the transfer to the Member’s Investment Offerings (other
than from BrokerageLink) within the relevant Subaccounts on a pro rata
basis.
9.3 Conditions. Investment
directions and redirections shall be made subject to the conditions of
Article 16.
9.4 Responsibility
for Following-up on Investment Direction
Execution. A Participant or Beneficiary shall
be responsible for following up in order to ensure that his or her investment
directions and redirections were acted upon and were carried out in accordance
with his or her express instructions, and that, in the case of a Participant,
any contributions related to a suspended direction were redirected in
accordance
with the Participant’s standing investment direction once the conditions that
precipitated the suspension were resolved.
MEMBER
WITHDRAWALS
10.1 General
Withdrawal Restrictions and Provisions.
(a) A
Member shall have no right to receive the amounts standing to his credit in
his
Account, or any part thereof, except as may be permitted by this Article 10,
Article 11, Section 12.4, Section 13.2(c), and Article 17 of the
Regulations.
(b) Whenever
a Member shall direct a withdrawal from any of his Investment Offerings, there
shall be redeemed (as of the next succeeding Valuation Date following receipt
of
such direction by the Fund or on the receipt date of such direction if such
direction is received on a Valuation Date prior to the time the New York Stock
Exchange closes for trading) so much of such Member’s interest as may be
necessary to provide the cash to be withdrawn.
(c) Notwithstanding
the foregoing provision, however, no withdrawal shall be permitted from a
Member’s Account in excess of the value (as of the next succeeding Valuation
Date following receipt of such direction by the Fund or on the receipt date
of
such direction if such direction is received on a Valuation Date prior to the
time the New York Stock Exchange closes for trading) of all amounts standing
to
his credit in his Investment Offerings. The value of the Account or
relevant Subaccounts will be determined as of the next succeeding Valuation
Date
following receipt of such direction by the Fund or on the receipt date of such
direction if such direction is received on a Valuation Date prior to the time
the New York Stock Exchange closes for trading.
(d) During
periods of extreme market conditions or market closures, a withdrawal direction
may not become effective until normal trading resumes in all securities
markets. Similarly whenever the Investment Manager closes the Royal
Dutch Shell Stock Fund to redemptions or whenever, in the judgment of the
Investment Manager, liquidity in the Royal Dutch Shell Stock Fund is
insufficient to honor in the aggregate all loan, withdrawal, and distribution
requests involving redemptions from the Royal Dutch Shell Stock Fund, then
withdrawal directions to redeem units of the Royal Dutch Shell Stock Fund and/or
withdrawal directions to redeem other Investment Offerings units which
redemptions are dependent in whole or in part upon redemptions of Royal Dutch
Shell Stock Fund units shall not become effective until the Royal Dutch Shell
Stock Fund reopens and/or, in the judgment of the Investment Manager, liquidity
in the Royal Dutch Shell Stock Fund is sufficient to honor in the aggregate
all
loans, withdrawals, and distributions involving redemptions from the Royal
Dutch
Shell Stock Fund. In such event, the Valuation Date shall be likewise
delayed.
(e) Notwithstanding
any other provision of this Article 10, a Member shall not be permitted to
withdraw any amount subject to a qualified domestic relations order as defined
under ERISA and the Code.
(f) The
Member may specify an Investment Offering within the relevant Subaccounts from
which the withdrawal shall be made. If the Member does not specify an
Investment Offering or if further allocation of the amount of the withdrawal
is
necessary, the amount or remaining amount, as the case may be, shall be
distributed from the Member’s Investment Offerings (other than from
BrokerageLink) within the relevant Subaccounts on a pro rata
basis. Where by virtue of the summary plan description or otherwise,
the Member is informed or otherwise aware that a Member has a right to allocate
withdrawals to the Member’s Investment Offerings and moreover, that the failure
to make a valid allocation shall be treated as a direction to allocate the
withdrawals to the Investment Offerings (other than from BrokerageLink) within
the relevant Subaccounts on a pro rata basis, then the Member’s failure to
allocate withdrawals properly shall be deemed an exercise of the Member’s
control and discretion to allocate the withdrawal to the Member’s Investment
Offerings (other than from BrokerageLink) within the relevant Subaccounts on
a
pro rata basis.
10.2 Withdrawals
of Member After-Tax Contributions. Any Member
may by written direction to the Fund withdraw up to one hundred percent
(100%)
of the value of his Member After-Tax Subaccount. The right to make
such a withdrawal is personal to such Member and cannot be transferred
or
pledged, whether by voluntary act or by operation of law, and any such
attempted
transfer or pledge shall be void.
10.3 Age
59½ Withdrawals. Notwithstanding anything in
these Regulations to the contrary, any Member who attains age 59½ even though he
has not terminated service and is still in the service of an Employer
may, by
direction to the Plan Administrator, withdraw all or a portion of the
amount
standing to his credit.
10.4 Withdrawals
of Prior Plan Vested Match. Any Member who
has amounts credited to a Prior Plan Fully Vested Match Subaccount may,
by
direction to the Plan Administrator, withdraw all or a portion of the
amount
standing to his credit in such Prior Plan Fully Vested Match Subaccount;
provided, however, if (a) such Member has less than five (5) years
of Participation Service, and (b) such withdrawal includes employer
contributions made under the Siemens Savings Plan within two years of
the last
day of the month in which the withdrawal is to be made, Contributing
Company
contributions on behalf of any such Member who has not terminated service
and/or
is still in the service of a Contributing Company, shall be suspended
for a
three-month period following the end of the month after the withdrawal
is
made.
10.5 Withdrawals
of Prior Plan Employer Contributions. Any
Member who has amounts credited to the Prior Plan Company Contribution
Subaccount may, by direction to the Plan Administrator, withdraw once
in every
twelve-month period all or a portion of the amount standing to his or
her credit
in his or her Prior Plan Company Contribution Subaccount. Except as
may be permitted by Section 10.3, this Section 10.5 shall not apply to
a Member
until the Member has at least five years of participation in the
Fund. For purposes of this Section 10.5, “participation in the Fund”
shall include, in addition to participation in this Fund, participation
in the
Alliance Savings Plan, the Star Enterprise Thrift Plan, the Star Enterprise
Savings Plan, and any other plan from which a Member’s Account was transferred
in a direct trust-to-trust transfer to the Alliance Savings
Plan. For purposes of this paragraph, “participation in
the Fund” shall also include, in addition to participation in this
Fund, participation in the Pennzoil-Quaker State Company Savings and
Investment
Plan and the Pennzoil-Quaker State Company Savings and Investment Plan
for
Hourly Employees.
10.6 Hardship
Withdrawals.
(a) Hardship
Withdrawals will be available under the terms of these Regulations for
Members.
(b) Applications
for Hardship Withdrawals must be submitted to the Plan
Administrator. The Plan Administrator will consider such applications
and requests at least once a month. Members shall pre-qualify for
Hardship Withdrawals in accordance with the procedures established by the Plan
Administrator. Hardship Withdrawals, when the Plan Administrator has
pre-qualified the Member, will be made effective (unless denied): on
the date the Hardship Withdrawal applications actually received provided it
is
received on a Valuation Date before the New York Stock Exchange closes for
trading; or on the Valuation Date next succeeding the day on which it is
actually received, if it is not received on a Valuation Date or if it is
received on a Valuation Date after the New York Stock Exchange closes for
trading.
(c) A
Member may withdraw such amounts as are needed to satisfy such Member’s
immediate and heavy financial need, in accordance with and subject to the
following conditions:
(1) A
distribution will be deemed to be made on account of an immediate and heavy
financial need if the distribution is on account of:
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(A)
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Payment
of tuition and related educational fees as specified by the Commissioner
of the Internal Revenue Service for the next 12 months or portion
thereof
of post-secondary education for the Member, such Member’s spouse, child or
children, or dependents (as defined in Section 152 of the Code, and,
for
taxable years beginning on or after January 1, 2005, without regard
to
Section 152(b)(1), (b)(2) and (d)(1)(B) of the
Code);
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(B)
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Purchase
(excluding mortgage payments) of a principal residence of the
Member;
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(C)
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Medical
and dental expenses described in Section 213(d) of the Code previously
incurred by the Member, such Member’s spouse, or any dependents of the
Member, within the meaning of Section 152 of the Code (consistent
with the
definition of dependent as used in the application of Sections 105
and 106
of the Code), or necessary for these persons to obtain medical or
dental
care described in Section 213(d) of the
Code;
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(D)
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The
need to prevent the eviction of the Member from such Member’s principal
residence or foreclosure on the mortgage of the Member’s principal
residence;
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(E)
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Payments
for burial or funeral expenses for the Member’s deceased parent or
parents, spouse, child or children, or dependents (as defined in
Section
152 of the Code, and, for taxable years beginning on or after January
1,
2005, without regard to Section 152(d)(1)(B) of the
Code);
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(F)
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Expenses
for the repair of damage to the Member’s principal residence that would
qualify for the casualty deduction under Section 165 of the Code
(determined without regard to whether the loss exceeds 10% of the
Member’s
adjusted gross income); or
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(G)
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Such
other reason as the Commissioner of the Internal Revenue Service
shall
approve through communications of general applicability; provided
such
reason is expressly included by the Plan Administrator as a certifiable
reason for the Hardship Withdrawal.
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(d) Hardship
Withdrawals shall be considered only to the extent that the amount requested
is
not in excess of the amount required to relieve the hardship, or to the extent
that such need may not be satisfied from other resources that are reasonably
available to the Member, including assets of such Member’s spouse and minor
dependents. The amount requested may include amounts necessary to pay
any federal, state, or local income taxes or penalties reasonably anticipated
to
result from the Hardship Withdrawal. The Member shall certify in his
application for a Hardship Withdrawal:
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(1)
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the
amount needed to meet the hardship,
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(2)
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that
the hardship is of an immediate and heavy financial
nature,
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(3)
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the
amount of funds reasonably available to him, his spouse, and minor
dependents, and
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(4)
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that
he will in fact use such funds and the Hardship Withdrawal to meet
the
hardship.
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The
Member shall also represent, and the Plan Administrator shall be entitled to
reasonably rely upon the Member’s representation, that the need cannot be
relieved:
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(5)
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through
reimbursement or compensation by insurance or
otherwise;
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(6)
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by
reasonable liquidation of the Member’s assets, to the extent such
liquidation would not itself cause an immediate and heavy financial
need;
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(7)
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by
cessation of Salary Deferrals; or
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(8)
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by
(A) other distributions under this Fund and any other plans maintained
by
the Employer, or (B) borrowing tax-free (at the time of the loan)
from
this Fund and any other plan maintained by the Employer, or
(C) borrowing from commercial sources on reasonable commercial
terms. Notwithstanding the foregoing, the Plan Administrator
shall require Members to first obtain all loans and other distributions
(other than hardship distributions), under this Fund and, all other
defined contribution plans of the Employer unless such loan or
distribution would itself increase the immediate and heavy financial
need.
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(e) A
Member may be denied a Hardship Withdrawal if he has a loan outstanding under
the Fund and the Plan Administrator determines such a Hardship Withdrawal would
impair the security for such loan.
(f) Hardship
Withdrawals will be distributions under the Fund.
(g) The
Member shall not be entitled to make any Member Contributions to the Fund or
any
other qualified plan maintained by the Employer, but
excluding any health or welfare benefit plan.
(h) The
amount of a Member’s Hardship Withdrawal shall not exceed the sum of such
Member’s account balance, if any, as of December 31, 1988, in the Shell Pay
Deferral Investment Fund, any elective deferrals or catch-up contributions
made
thereafter to the Shell Pay Deferral Investment Fund, and any Member Pre-Tax
Contributions or Member Catch-Up Contributions made to the Fund, less previous
distributions of elective deferrals or catch-up contributions.
(i) If
a Member’s application for a Hardship Withdrawal is denied in whole or in part,
the claims procedure of Article 20 shall apply.
LOANS
11.1 Eligible
Borrowers. Participants and Present Interest
Beneficiaries who have an Account under this Fund shall be eligible to
make a
loan under the terms of these Regulations; provided, however, that
loans to parties in interest may not discriminate in favor of Highly
Compensated
Employees.
11.2 Requests
for Loans to the Plan Administrator. The Plan
Administrator will consider such loan requests at least once a
month. Unless denied, a loan will be made effective on the date the
loan request is actually received provided it is received on a Valuation
Date
before the New York Stock Exchange closes for trading; or on the Valuation
Date
next succeeding the day on which it is actually received, if it is not
received
on a Valuation Date or if it is received on a Valuation Date after the
New York
Stock Exchange closes for trading. During periods of extreme market
conditions or market closures, a loan request shall be treated the way
a
withdrawal direction is treated under Section 10.1(d).
11.3 Administration
of the Loan Program. Borrowers may apply for
loans under these Regulations subject to the following terms and
conditions:
(a) With
respect to each Account, the total amount of outstanding loans, including loans
from other qualified plans of the Employer, shall not exceed the lesser
of:
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(1)
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Fifty
Thousand Dollars ($50,000) reduced by the excess, if any, of (A) the
highest outstanding balance of loans from the Fund (and all other
qualified plans maintained by the Employer) during the one-year period
ending on the day before the date on which such loan was made, over
(B) the outstanding balance of loans from the Fund on the date on
which such loan was made, or
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(2)
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one-half
the value of the Account, determined as of the last Valuation Date
preceding the Borrower’s request for a
loan.
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For
any
loan, including loans from other qualified plans of the Employer, that is deemed
distributed as a result of a default that has not been repaid (such as by a
plan
loan offset), the unpaid amount of such loan including accrued interest will
be
considered outstanding for purposes of Section 11.3(a).
(b) Loans
shall not be made for less than Five Hundred Dollars ($500.00).
(c) Loans
shall meet the requirements of Section 4975(d)(1) of the Code.
(d) Loans
shall be adequately secured by the value of the Member’s Account.
(e) The
rate of interest for loans shall be set by the Plan Administrator based on
an
annual rate equal to the prime index as quoted by Bloomberg L.P., The Wall
Street Journal, or any other widely available, easily accessible
source. The Plan Administrator shall be entitled to select a rate
which discourages arbitrage and reflects the fact that payments generally are
made via payroll deduction. The Plan Administrator shall not be
required to charge different rates for different parts of the country and need
not consider the creditworthiness of the Borrower nor the usury laws of any
particular jurisdiction. The Plan Administrator will periodically
review the loan rate and make adjustments when appropriate. However,
the rate set for each loan shall remain the same during the term of the loan,
except that the rate of interest may not exceed 6% per year during periods
that
the Borrower is on “military service,” within the meaning of,
and as required under, the Servicemembers Civil Relief Act. Principal
and interest paid on a loan shall be credited and allocated in accordance with
the current or last Contribution allocation.
(f) Loans,
by their terms, shall be amortized in substantially level monthly or
semi-monthly payments with the final payment or balance due upon the expiration
of a fixed term of not more than five (5) years and of not less than six (6)
months; provided, however, the Plan Administrator, to the extent
permitted under applicable law, may approve a loan for up to a twenty-five-year
term in the case of a loan used to acquire any dwelling unit which within a
reasonable period of time is to be used (determined at the time the loan is
made) as the principal residence of the Borrower based upon a certification
made
by the Borrower, and consistent with such certification.
(g) Loans
shall be made pursuant to a loan agreement between the Borrower and the Fund,
utilizing such methods and provisions as the Plan Administrator shall
approve. Loan payments will be made in installments by payroll
deductions, in the case of an Active Employee actively at work, and by direct
payment (including payments through the use of the automatic clearing house
method of debiting his account with a financial institution) in the case of
any
other Borrower, with minimum payments of Twenty-Five Dollars ($25) per
month.
(h) A
Borrower may not have more than five (5) loans under this Fund and any other
qualified plan of the Employer outstanding at one time.
(i) The
Plan Administrator shall be entitled to deny any loan where he has reasonable
cause to believe that the Borrower is not making a bona fide loan as, for
example, when the Borrower has no intention to repay it.
(j) Loans
shall meet such other requirements as the Plan Administrator may determine
advisable or necessary to provide adequate security and to comply with all
applicable laws.
(k) A
loan will be funded on a pro rata basis from a Borrower’s Investment Offerings
(other than from BrokerageLink) on the basis of the source of the amounts in
the
following order:
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(1)
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Company
Contribution Subaccount;
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(2)
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Prior
Plan Company Contribution
Subaccount;
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(3)
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Prior
Plan Scheduled Vesting Match
Subaccount;
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(4)
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Prior
Plan Fully Vested Match Subaccount;
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(5)
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Pre-Tax
Rollover Subaccount;
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(6)
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After-tax
Rollover Subaccount;
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(7)
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Member
After-Tax Subaccount;
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(8)
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Member
Pre-Tax Subaccount; and
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(9)
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Member
Catch-Up Subaccount.
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Notwithstanding
the above, a Borrower may specify an Investment Offering from which the loan
is
to be made, subject to the hierarchy described above. Where by virtue
of the summary plan description or otherwise, the Borrower is informed or
otherwise aware that the Borrower has a right to specify an Investment Offering
from which the loan is to be made subject to the hierarchy described above
and
moreover, that failure to specify an Investment Offering shall result in the
loan being funded on a pro rata basis from the Member’s Investment Offerings
(other than from BrokerageLink), then the Borrower’s failure to specify properly
an Investment Offering from which the loan is to be made shall be deemed an
exercise of the Borrower’s control and discretion to fund the loan on a pro rata
basis from the Member’s Investment Offerings (other than from BrokerageLink),
subject to the hierarchy described above.
(l) The
entire unpaid principal balance and accrued interest of a loan shall become
immediately due and payable upon the death of the
Borrower. Notwithstanding the above, the preceding sentence shall not
apply if a Beneficiary that is 18 years or older is the sole Beneficiary of
a
deceased Borrower’s Account or Derivative Account, and such Beneficiary
affirmatively elects to continue to repay the loan under its original terms,
where such election is received by the Fund no later than the last day that
a
Borrower would have to cure a failure to pay an installment payment under
Section 11.4(a), and the unpaid principal balance and accrued interest, together
with the Account or Derivative Account balance equals at least Two Hundred
Dollars ($200).
(m) A
loan may be prepaid by a Borrower at any time without a penalty fee or
charge. Such prepayments shall be applied towards the principal
payment amounts due at the end of the term of the loan. Such
prepayments will not relieve the Borrower from making subsequent installment
payments under the terms of the loan, except to the extent that the outstanding
principal balance is reduced to less than the amount of an installment
payment.
(n) Installment
payments required under the terms of a loan may be suspended under these
Regulations as permitted under Section 414(u)(4) of the Code for an Active
Employee during periods of qualified military service; however, consistent
with
administrative practices, payroll deductions for installment payments will
continue based upon the original installment amount during the period of
qualified military service if the Active Employee receives sufficient
compensation for this purpose and the Active Employee does not affirmatively
elect to discontinue payroll deductions during the period of qualified military
service. At the end of the suspension period permitted under this
Section 11.3(n) and if a balance exists, the installment payments will resume
at
an amount required to pay the entire unpaid principal balance of the loan,
including the interest that accrued during the suspension period and the
interest that will accrue, by the end of the original term of the loan extended
by the length of the suspension period permitted under this Section
11.3(n). Notwithstanding the preceding sentence, the amount of an
installment payment due after the end of the suspension period under this
Section 11.3(n) must not be less than the amount required under the terms of
the
original loan.
(o) Installment
payments required under the terms of a loan may be suspended not longer than
one
year under these Regulations as permitted under the applicable Department of
Treasury regulations for an Active Employee that is on a bona fide leave of
absence (other than a qualified military service leave under Section 11.3(n)),
provided that such Member is not receiving Compensation. At
the end of the suspension period permitted under this Section 11.3(o), the
installment payments will resume at an amount required to pay the entire unpaid
principal balance of the loan, including the interest that accrued during the
suspension period and the interest that will accrue, by the end of the original
term of the loan extended by the length of the suspension period permitted
under
this Section 11.3(o). Notwithstanding the preceding sentence, the
amount of an installment payment due after the end of the suspension period
under this Section 11.3(o) must not be less than the amount required under
the
terms of the original loan; and the term of the loan may not be extended beyond
five years from the date the loan was issued for loans that were not used to
acquire a principal residence.
(p) Notwithstanding
Sections 11.3(n), 11.3(o), and Section 11.4, if plan loans are to be transferred
to the Fund for a Participant or Beneficiary in connection with a merger or
asset transfer, then the terms and conditions of Sections 11.3 and 11.4 may
be
modified by the Plan Administrator to the extent necessary to accommodate the
administration of such loans, provided such loans meet the applicable
requirements of ERISA and the Code.
(q) Notwithstanding
the foregoing requirements of this Section 11.3, the installment obligations
for
any loan requested on or after January 1, 2004, must be paid by payroll
deduction if, at the time the loan is requested, the Borrower has a previous
loan (including any loan from other qualified plans of the Employer) that
resulted in a deemed distribution that has not been repaid (such as by plan
loan
offset); moreover, if at a later time, the installment obligations of such
loan
cannot be made by payroll deduction (other than during the periods permitted
by
Sections 11.3(n) or 11.3(o)), the amount then outstanding on the loan will
be
treated as a deemed distribution under Section 72(p) of the
Code.
(r) Installment
payments required under the terms of a loan may be suspended as permitted under
Section 103 of the Xxxxxxx Emergency Relief Act of 2005 provided that the
Borrower is a qualified individual and makes a request to the Plan Administrator
for such relief no later than December 27, 2005. For purposes of this
Section 11.3(r), a qualified individual is an individual whose principal place
of abode on August 28, 2005, was located in the state of Louisiana, Mississippi,
Alabama, or Florida and such individual sustained an economic loss by reason
of
Hurricane Xxxxxxx. At the end of the suspension period permitted
under this Section 11.3(r), the installment payments will resume at an increased
amount required to pay the entire unpaid principal balance of the loan,
including the interest that accrued during the suspension period, and the
interest that will accrue, by the end of the original term of the loan extended
by the length of the suspension period permitted under this Section
11.3(r).
(s) Installment
payments required under the terms of a loan may be suspended as permitted under
Title II of the Gulf Opportunity Zone Act of 2005 provided that the Borrower
is
a qualified individual and makes a request to the Plan Administrator for such
relief no later than February 28, 2006. For purposes of this Section
11.3(s), a qualified individual is an individual whose principal place of abode
on September 23, 2005, was located in an area with respect to which a major
disaster has been declared by the President before October 6, 2005, under
Section 401 of the Xxxxxx X. Xxxxxxxx Disaster Relief and Emergency Assistance
Act by reason of Hurricane Xxxx (or such other area that the Internal Revenue
Service may specify), and such individual sustained an economic loss by reason
of Hurricane Xxxx. At the end of the suspension period permitted
under this Section 11.3(s), the installment payments will resume at an increased
amount required to pay the entire unpaid principal balance of the loan,
including the interest that accrued during the suspension period, and the
interest that will accrue, by the end of the original term of the loan extended
by the length of the suspension period permitted under this Section
11.3(s).
11.4 Late
or missed payments.
(a) If
a Borrower fails to repay any loan granted to him pursuant to this
Article 11 in accordance with its terms and such failure continues for a
period of at least thirty (30) days, the Plan Administrator shall notify the
Borrower in writing in a timely manner that he has thirty (30) days from the
date of the notice to cure the failure (the “Cure Period”), and
that if the failure is not cured within the Cure Period, the Plan Administrator
shall, without further notice to the Borrower, accelerate the balance due on
the
loan and treat the loan as in default. If the Borrower is deceased,
such notice may be given to the person who would be entitled to receive
distribution of his Account under the terms of the Plan and who has elected
to
continue to repay the loan under its original terms as provided for in Section
11.3(l) above (hereinafter in this Article 11, referred to as
“Beneficiary Borrower”). If the failure is not cured
within the Cure Period, and:
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(1)
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to
the extent that one of the distributable events under these Regulations
has occurred, then the Plan Administrator shall reduce the Account
by the
balance due on the loan and record and report the transaction as
an offset
distribution; or
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(2)
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to
the extent that a distributable event under these Regulations has
not
occurred and the Borrower is not eligible for, or does not consent
to, a
distribution or withdrawal, then the Plan Administrator: (A)
shall record and report the unpaid loan balance and any accrued but
unpaid
interest as a taxable deemed distribution; and (B) at the earliest
time
the Account can be distributed under these Regulations, may reduce
the
Account by the balance due on the loan, including any accrued but
unpaid
interest.
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In
any
such event, the Fund will be completely discharged of all liability under the
Fund for the balance of the Account up to the balance (including interest)
due
on any such loan.
(b) Written
notice to the Borrower (or to the Beneficiary Borrower if the Borrower is
deceased) will conclusively be presumed to have been given under the terms
of
Section 11.4(a) when mailed (postage prepaid) to the last known address for
the
Borrower or the Beneficiary Borrower according to the Plan Administrator’s
records. If the Plan Administrator has no address for the Beneficiary
Borrower to be notified if the Borrower is deceased, the written notice may
be
mailed to the Beneficiary Borrower at the Borrower’s last known address and, in
such event, such notice will conclusively be presumed to have been properly
given to the Beneficiary Borrower.
(c) Notwithstanding
the above, the Plan Administrator may extend the Cure Period provided that
the
following conditions are met:
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(1)
|
the
Cure Period is not extended by more than 30
days;
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(2)
|
it
is demonstrated that the Borrower made a good faith effort to cure
the
failure by the end of the Cure Period;
and
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|
(3)
|
the
criteria above is applied by the Plan Administrator on a consistent
basis
for all Borrowers similarly
situated.
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In
no
event may the Cure Period for the failure to pay an installment payment when
due
continue beyond the last day of the calendar quarter following the calendar
quarter in which the required installment payment was due.
11.5 Status. If
a Member receives a loan under this Article 11, his status as a Member in
the Fund and his rights with respect to his benefits under these Regulations
shall not be affected, except to the extent that the Member has used his Account
as security for the loan, pursuant to this Article 11.
11.6 Discontinued
Payroll Deduction Due to
Hardship. Notwithstanding the above, at the
written request of a Borrower and upon the demonstration by such Borrower that
continuation of loan payments via payroll deductions would cause undue financial
hardship, the Plan Administrator may cease all future loan payments by payroll
deduction and accelerate the entire unpaid principal balance due on the loan
with accrued interest. In this event, the Borrower will be treated as
having defaulted on the loan as of the day payroll deductions are terminated;
in
addition, such Borrower will be restricted from obtaining a new loan under
these
Regulations for a period extending at least through the due date of the last
installment payment that would have been payable under the original terms of
the
loan which was declared in default.
DISTRIBUTIONS
AND DESIGNATION OF BENEFICIARY
12.1 Beneficiary
Designation. Subject to the provisions
pertaining to certain married Members set out below, a Member may name an
individual, estate, trust, or Qualified Charitable Organization as a
beneficiary, or multiple or combination of individuals, trusts, and Qualified
Charitable Organizations as beneficiaries (hereinafter referred to as
“beneficiary,” whether one or more) to receive all or any part of the amount
standing to the Member’s credit with the Fund in the event the Member dies
before such amount is distributed. Subject to the provisions
pertaining to certain married beneficiaries set out below, a Present Interest
Beneficiary may name an individual, estate, trust or Qualified Charitable
Organization to receive all or any part of the Derivative Account standing
to
his credit with the Fund in the event the Present Interest Beneficiary dies
before all of such amount is distributed. A “Qualified
Charitable Organization” for these purposes shall mean a charitable
organization in existence at the time of the distribution that is
either:
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(a)
|
an
organization described in Section 170(c) of the Code and listed
in the IRS Cumulative List of Organizations described in Section
170(c) of the Internal Revenue Code as published by the Internal
Revenue Service (currently published as Publication 78) at the
time of distribution;
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(b)
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an
organization which is a church or other church organization which
qualifies as a charitable organization under Section 501(c)(3) of
the
Code; or
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(c)
|
an
educational organization which either qualifies as a charitable
organization under Section 501(c)(3) of the Code or which otherwise
constitutes an educational organization to which charitable contributions
may be deducted under section 170 of the
Code.
|
In
order
to be recognized as a Qualified Charitable Organization any organization
designated hereunder must present clear and convincing evidence to the Plan
Administrator that it meets the requirements described above. The Plan
Administrator may rely on a listing of the designated organization in the
current IRS Cumulative List of Organizations described in Section 170(c) of
the Internal Revenue Code as published by the Internal Revenue Service
(currently published as Publication 78) at the time of distribution in
order to treat such organization as a Qualified Charitable
Organization. In the event that an organization described in (b) or
(c) is not listed in such publication and is otherwise unable to produce
documentation to the satisfaction of the Plan Administrator that it is an
organization described in Section 170(c) of the Code, or, if the Plan
Administrator cannot locate such organization within a reasonable period of
time, such designation will be of no force and effect and distribution of such
interest which was to pass to the designated organization shall instead be
paid
in as provided in Section 12.3. Such determination shall be at the
Plan Administrator’s discretion and any decision by the Plan Administrator shall
be final and binding.
12.2 Effective
Date of Beneficiary Designation. No
designation or change of beneficiary shall be effective until it is properly
accepted by the Plan Administrator or by its duly authorized agent, but when
so
accepted it shall be effective retroactively to the date of the instrument
making the designation or change. A Member or Present Interest
Beneficiary may from time to time cancel the designation of a beneficiary,
but
no such cancellation shall be effective until it is filed with the Trustees;
provided, that if the Member or the Present Interest Beneficiary, respectively,
dies after forwarding a cancellation to the Trustees, and if it is actually
received by the Trustees prior to the time that the amount standing to his
credit in the Fund is paid out, it shall be effective retroactively to the
date
of the instrument making the cancellation.
12.3 Beneficiary
Designation and Spousal Consent.
(a) After
termination of service, amounts standing to the credit of a Member shall be
payable to the Member, if he is living. Should any Participant or
Present Interest Beneficiary die prior to the distribution of his Account or
any
portion thereof, the balance of his Account shall be payable to his surviving
spouse unless he has a designation of beneficiary in effect which names a
non-spouse beneficiary and such surviving spouse has properly consented to
such
designation, if applicable. Consent is proper if the designation is
in writing and may not be changed without spousal consent and if the spouse
acknowledges the effect of the designation in a notarized
writing. Such spousal consent shall be
irrevocable. Spousal consent shall not be required if it is
established to the satisfaction of the Plan Administrator that there is no
spouse, that the spouse cannot be located, or that other circumstances exist
as
set forth in regulations issued by the Secretary of the
Treasury. Consent by a spouse shall be effective only with respect to
such spouse.
(b) Spousal
consent is also not required for a Derivative Account of a Present Interest
Beneficiary; however, for the sake of administrative convenience, the Plan
Administrator, at his sole discretion, may require a Present Interest
Beneficiary who is designating a non-spouse beneficiary to obtain spousal
consent on electronic submissions or otherwise even when such consent is not
legally required. No person shall have the discretion to change a
Participant’s or Present Interest Beneficiary’s designation of beneficiary after
his death; provided, however, any disclaimer by his surviving spouse or other
beneficiary which is valid under applicable federal and state laws shall be
recognized by the Plan Administrator and shall not be deemed to change a
Participant’s or Present Interest Beneficiary’s designation of beneficiary after
his death. Should any Participant or Present Interest Beneficiary die
prior to the distribution of his Account or any portion thereof without a valid
designation of beneficiary in effect, the balance of his Account shall be
payable to his surviving spouse or, if none, to the estate of the Participant
or
Present Interest Beneficiary, respectively. Where a Derivative
Account or a Member’s Account, together with any unpaid principal balance and
accrued interest from one or more Member Loans, is less than Two Hundred Dollars
($200), distribution of the Account, together with any unpaid principal and
accrued interest, shall be made with or without the recipient’s
consent.
12.4 Distribution
after Termination of Service. After a
Member’s termination of service, his Account shall be distributed subject to the
following conditions:
(a) Except
as provided in Sections 12.4(b) and 12.6, Accounts shall be distributed to
the
proper person or persons under the provisions of these Regulations as soon
as
administratively feasible after the Member terminates service, but not later
than the sixtieth (60th) day after the close of the Plan Year in which occurs
the latest of the following events: (1) the date the Member
attains age 65, or (2) the date the Member terminates service with all
Contributing Companies or (3) the date beyond age 65 specified in a
valid deferral election. Where a Member does not make a valid
deferral election, the date under clause (3) above shall be the date the
Member attains age 65. Notwithstanding the preceding provisions
of this Section 12.4(a), consistent with the provisions of Treasury Regulation
section 1.401(a)-14(a), and subject to the provisions of Section 12.4(e), a
Member must file a claim for benefits before payment of benefits will
commence.
(b) No
distribution of any part of a Member’s Account shall be made, without the
Member’s written consent, to a Member prior to age 65; provided,
however, where a Former Member’s Account, together with any unpaid
principal balance and accrued interest from one or more Member Loans, is less
than Two Hundred Dollars ($200), distribution of the Former Member’s Account,
together with any unpaid principal balance and accrued interest, shall be made
to the Former Member with or without his written consent. An
automatic deferral effected under this provision shall be a “deferral” under the
Fund.
(c) Any
deferral under the above provisions and the Account during such a deferral
shall
be subject to the terms and conditions set forth from Section 12.6(c) through
Section 12.6(g).
(d) If
(1) a question should exist as to the person or persons entitled to any
amounts, (2) the amount payable cannot be ascertained by the date
distribution is scheduled to be made pursuant to the Regulations, or
(3) the payee cannot be located by such date, distribution may be delayed
not later than sixty (60) days after the earliest date such question is
resolved, such amount is ascertained, or the payee is located.
(e) Notwithstanding
anything in these Regulations to the contrary, on and after January 1,
2003, a Member’s Account shall be distributed consistent with Article
25.
12.5 Normal
Form of Benefit. The normal form of benefit
shall be a single sum.
12.6 Deferrals
and VPOs. As an optional alternative means of
deferring distributions to that provided under Section 12.4(b), and subject
to
the minimum distribution requirements of Section 12.4(e), distributions of
all
or a portion of an Account may be deferred by a Member who is terminating
service, or, if there is no deferral in effect for the Account, by a deceased
Member’s Qualified Beneficiary (but not by a Present Interest Beneficiary who is
not a Qualified Beneficiary), consistent with such administrative procedures
as
may be prescribed by the Plan Administrator and in accordance with the following
terms and conditions:
(a) An
election to defer distribution of an Account, subject to the minimum
distribution requirements of Section 12.4(e), shall be made by giving notice
to
the Plan Administrator: (1) at any time prior to the Participant’s
attainment of age 65, if made by a Participant or a Qualified Beneficiary
who is an alternate payee, within the meaning of section 206(d)(3)(K) of
ERISA, or, (2) within three (3) calendar months after the death of the
Member (provided there is no deferral in effect), if made by any other Qualified
Beneficiary.
(b) If
a Member’s termination of service occurs by reason of death and such a Member is
survived by a Qualified Beneficiary, such Qualified Beneficiary shall have
the
right to defer distribution to a date which could have been selected by the
Member had termination of service occurred by reason other than the Member’s
death.
(c) After
December 31, 1990, a Former Member or a Qualified Beneficiary shall be
entitled to request in writing a distribution of all or a part of his deferred
Account balance—and a Present Interest Beneficiary shall be entitled to request
in writing, a distribution of all or a part of his Derivative Account derived
from a deferred Account—as of the Valuation Date coincident with or next
following the receipt of such request. Payments shall be made as soon
as administratively feasible following the applicable Valuation
Date. Subject to the minimum distribution rules of
section 401(a)(9) of the Code in the case of a non-spouse Qualified
Beneficiary, on and after July 16, 1996, a Former Member or a Qualified
Beneficiary shall be entitled to request a distribution of all or a part of
his
deferred Account balance: (1) in single sum form; or (2) in
the form of a series of substantially equal monthly, quarterly, semi-annual,
or
annual payments (x) for a term of years, or (y) for the life or life
expectancy of the Former Member or of the Qualified Beneficiary, as the case
may
be, or, (z) in the case of a Former Member, for the joint lives of the
Former Member and the Former Member’s designated beneficiary; and any such
distribution shall be made or shall commence, as the case may be, on the day
on
which it is actually received provided it is received on a Valuation Date before
the New York Stock Exchange closes for trading; or on the Valuation Date next
succeeding the day on which it is actually received, if it is not received
on a
Valuation Date or if it is received on a Valuation Date after the New York
Stock
Exchange closes for trading. During periods of extreme market
conditions or market closures, a withdrawal direction shall be treated the
way a
withdrawal direction is treated under Section 10.1(d). In the case of
a distribution in single sum form, a Former Member or Qualified Beneficiary
may
specify an Investment Offering from which the distribution is to be
made. If the Participant or Qualified Beneficiary does not specify an
Investment Offering or if a further allocation of the dollar amount of a
distribution request is necessary, the amount or remaining amount, as the case
may be, shall be distributed from the Investment Offerings (other than
BrokerageLink) on a pro rata basis. In the case of any distribution
other than a distribution in single sum form, allocation of the dollar amount
of
such a distribution request shall be made on a pro rata basis from all the
Investment Offerings (other than BrokerageLink). Where by virtue of
the summary plan description or otherwise, the Participant or Qualified
Beneficiary is informed or otherwise aware that he or she has a right to specify
an Investment Offering from which the withdrawal is to be made and moreover,
that failure to specify an Investment Offering shall result in the withdrawal
being funded on a pro rata basis from all Investment Offerings (other than
BrokerageLink), then the Participant’s or Qualified Beneficiary’s failure to
specify properly an Investment Offering from which the withdrawal is to be
made
shall be deemed an exercise of the Participant’s or Qualified
Beneficiary’s control and discretion to fund the withdrawal on a pro rata basis
from all Investment Offerings (other than BrokerageLink). A Former
Member or Qualified Beneficiary may direct at any time a total distribution
of
the deferred Account balance—and a Present Interest Beneficiary may direct at
any time a total distribution of the Derivative Account derived from a deferred
Account—as of the Valuation Date coincident with or next following the receipt
of such request.
(d) Any
deferral shall be subject and subordinate to any conflicting terms of a
qualified domestic relations order or valid property settlement agreement,
but
the fact that a portion of a Participant’s Account has been partitioned under a
qualified domestic relations order or valid property settlement agreement shall
not prevent a Participant or a Qualified Beneficiary from exercising rights
of
deferral as to the Participant’s portion of the Account.
(e) If
a Former Member whose Account has been deferred is reemployed by a Contributing
Company, such deferral will be canceled, except as to distributions already
made, and distribution of the remainder of the Account will be made under the
terms of these Regulations as if the Former Member had not previously terminated
service.
(f) In
the event distribution of the Account of a Former Member or a Qualified
Beneficiary has been deferred under the provisions of these Regulations, and
the
Former Member or Qualified Beneficiary dies, distribution of the Account will
be
accelerated and the Account distributed to the person(s) entitled to the
proceeds; provided, in the case of the death of a Former Member leaving a
Qualified Beneficiary or a Present Interest Beneficiary who is at least 18
years
of age, the deferral shall remain effective, but the Qualified Beneficiary
will
have the same rights of acceleration which the Former Member had at the time
of
death.
(g) The
rights and restrictions under the Fund applicable to a Member shall, during
a
period of deferral, be applicable to a Former Member or a Qualified Beneficiary
or a Present Interest Beneficiary, except for rights under Articles 5, 6 and
7. Further, as an exception, a Qualified Beneficiary who is not a
Present Interest Beneficiary shall under no circumstances have the right given
a
Member under this Article 12 to name or change a beneficiary.
12.7 QDROs. Notwithstanding
any other provisions in these Regulations to the contrary, the Fund shall
make
distributions to an alternate payee (as defined by ERISA and the Code)
pursuant
to any final judgment, decree or order (including judicial approval of
a
property settlement agreement) which the Plan Administrator has determined
to be
a qualified domestic relations order as defined under ERISA and the
Code. Such distributions shall be made, if authorized by the
qualified domestic relations order, within a reasonable time after the
Plan
Administrator has made the determination that the requirements for a
qualified
domestic relations order have been satisfied, notwithstanding the Member’s
continuing employment by a Contributing Company.
12.8 Legal
Disability. Whenever a Participant or
Beneficiary entitled to receive any payment hereunder is under a legal
disability or is legally incapacitated so as to be unable to manage his
financial affairs, the Plan Administrator may direct that payments be
held or
made to such person or to his legal representative or to a relative of
such
person for the benefit of the Participant or Beneficiary, respectively,
or the
Plan Administrator may direct that the payment be applied for the benefit
of
such Participant or Beneficiary in such manner as the Plan Administrator,
in the
exercise of his fiduciary duty under XXXXX, considers prudent. Any
payment in accordance with these provisions shall be a complete discharge
of any
liability for the making of such payment under the provisions of the
Regulations.
DIRECT
ROLLOVERS
13.1 Rollovers
from the Fund. A Distributee may elect, at
the time and in the manner prescribed by the Plan Administrator, to have
any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan specified by the Distributee in a direct rollover.
13.2 Rollovers
to the Fund.
(a) A
Member who is an Employee may elect to have a Valid Rollover Contribution from
the Member’s Qualified Retirement Plan contributed directly to the Fund in a
direct rollover from said Qualified Retirement Plan.
(b) A
Former Member may elect to have a Valid Rollover Contribution from the Former
Member’s Qualified Retirement Plan contributed directly to the Fund in a direct
rollover from said Qualified Retirement Plan. For purposes of this
section only, “Qualified Retirement Plan” shall mean any of the
following that permit direct rollovers in accordance with
section 401(a)(31) of the Code: (1) a Conduit IRA; (2) the Shell Pension
Plan; and (3) the Alliance Pension Plan.
(c) Members
may at any time, notwithstanding the restrictions on Member withdrawals set
forth in Article 10, withdraw any Valid Rollover Contributions made
directly to the Fund in a direct rollover and any interest and earnings
attributable thereon.
(d) If
the Plan Administrator determines at any time that a rollover contribution
to
the Fund was not a Valid Rollover Contribution at the time it was made, the
Plan
Administrator shall distribute to the Member as soon as practicable, the amount
of the contribution, together with interest and earnings attributable
thereto.
13.3 EGTTRA
provisions.
(a) For
purposes of the direct rollover provisions in Article 13, an Eligible Retirement
Plan shall also mean an annuity contract described in Section 403(b) of the
Code and an eligible plan under Section 457(b) of the Code which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which agrees
to separately account for amounts transferred into such plan from this
plan. The definition of Eligible Retirement Plan shall also apply in
the case of a distribution to a surviving spouse, or to a spouse or former
spouse who is the Alternate Payee under a qualified domestic relation order,
as
defined in Section 414(p) of the Code.
(b) For
purposes of the direct rollover provisions in this Article 13, a portion of
a distribution shall not fail to be an Eligible Rollover Distribution merely
because the portion consists of after-tax employee contributions that are not
includible in gross income. However, such portion may be transferred only to
an
individual retirement account or annuity described in Section 408(a) or (b)
of the Code, or to a qualified defined contribution plan described in
Section 401(a) or 403(a) of the Code that agrees to separately account for
amounts so transferred, including separately accounting for the portion of
such
distribution which is includible in gross income and the portion of such
distribution which is not so includible.
(c) The
Fund will accept participant rollover contributions and/or direct rollovers
of
distributions made after December 31, 2001, from the
following:
(1) The
Fund will accept a direct rollover of an Eligible Rollover Distribution
from:
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(A)
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a
qualified plan described in Section 401(a) or 403(a) of the Code,
including after-tax employee
contributions;
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(B)
|
an
annuity contract described in Section 403(b) of the Code, excluding
after-tax employee contributions;
and
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(C)
|
an
eligible plan under Section 457(b) of the Code which is maintained by
a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a
state;
|
(2) The
Fund will accept a participant contribution of an Eligible Rollover Distribution
from:
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|
(A)
|
a
qualified plan described in Section 401(a) or 403(a) of the
Code;
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(B)
|
an
annuity contract described in Section 403(b) of the Code;
and
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(C)
|
an
eligible plan under Section 457(b) of the Code which is maintained by
a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state;
and
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(3) The
Fund will accept a participant rollover contribution of the portion of a
distribution from an individual retirement account or annuity described in
Section 408(a) or 408(b) of the Code that is eligible to be rolled over and
would otherwise be includible in gross income.
TRANSFERRED
ASSETS
14.1 Right
to Transfer Assets to this Fund. In the event
of, a transfer of assets from, or a merger or consolidation of, a Qualified
Plan
into this Fund, the Trustees may direct the Plan Administrator to accept
Transferred Assets on behalf of a Member.
14.2 Transferred
Asset Accounts. Except as otherwise provided
in these Regulations, assets transferred from a Qualified Plan to this
Fund
shall be accounted for as follows:
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(a)
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elective
deferrals and qualified non-elective contributions (and earnings
thereon)
shall be credited to the Member Pre-Tax
Subaccount;
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(b)
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catch-up
contributions (and earnings thereon) shall be credited to the Member
Catch-Up Subaccount;
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(c)
|
participant
after-tax contributions (and earnings thereon) shall be credited
to the
Member After-Tax Subaccount;
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(d)
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company
contributions (and earnings thereon) that are not eligible for in-service
distributions before the participant attains 59½ years of age shall be
credited to the Company Contribution
Subaccount;
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(e)
|
company
contributions (and earnings thereon) that are eligible for in-service
distributions before the participant attains 59½ years of age shall be
credited to the Prior Plan Company Contribution
Subaccount;
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(f)
|
employer
matching contributions (and earnings thereon) that are subject to
a
vesting schedule shall be credited to the Prior Plan Scheduled Vesting
Match Subaccount;
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(g)
|
employer
matching contributions (and earnings thereon) that are not subject
to a
vesting schedule shall be credited to the Prior Plan Fully Vested
Match
Subaccount;
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(h)
|
after-tax
rollover contributions (and earnings thereon) shall be credited to
the
After-tax Rollover Subaccount; and
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(i)
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pre-tax
rollover contributions (and earnings thereon) shall be credited to
the
Pre-Tax Rollover Subaccount.
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STATEMENT
OF ACCOUNT
15.1 Periodic
Statements. Each Accountholder shall receive
a statement periodically, but not less frequently than annually, showing
the
value of his interest in each Investment Offering in which he is invested
as of
the end of the preceding period. Such statements shall be
deemed to be accepted as correct if no written objection shall have been
made to
the Trustees within sixty (60) days after the date of rendering.
15.2 Amounts
Standing to the Credit of a
Participant. Whenever reference is herein
made to the amounts standing to the credit of a Participant or Beneficiary,
or
to the amounts standing to his credit in the Fund, each such reference
shall,
unless otherwise specified, be deemed to include the value of his interest
in
each Investment Offering in which he is invested.
COMMUNICATIONS
The
Plan Administrator, or his
designated agent, shall prescribe the appropriate methods of communication
as he
may deem expedient in the administration of the Shell Provident
Fund. No application, designation of beneficiary, notice, direction,
request or other communication by the Participant or Beneficiary that is
provided for under the terms of the Regulations shall be valid unless performed
in the prescribed manner. Except for such communications specifically
directed to be sent to other persons or entities under the Regulations, no
communications concerning the Shell Provident Fund shall be effective for any
purpose unless provided in the manner prescribed by the Plan Administrator
and
received by the Plan Administrator or his designated agent at the time and
place
he may designate.
CESSATION
OF MEMBER COMPANY PARTICIPATION
17.1 Any
Contributing Company which has joined the Fund may cease to be a participant
in
the Fund as provided in the Trust Agreement and thereupon its right and
obligation to make further contributions to the Fund with respect to periods
subsequent to the cessation of its participation shall terminate.
17.2 In
such case, each Member then in the employ of such Contributing Company shall
be
relieved of the right and the obligation to make further Member Contributions
to
the Fund; but the amount standing to the credit of such Member shall be paid
to
him or his Beneficiary after the termination of service as provided in these
Regulations, or earlier, as determined by the Trustees in accordance with the
Trust Agreement.
AMENDMENTS
TO TRUST AGREEMENT AND REGULATIONS
18.1 Subject
to limitations therein, the Trust Agreement and these Regulations may be amended
by Shell Oil Company upon notification in writing to the
Trustees. Such an amendment may be substantial and may be retroactive
in effect but shall not reduce the amount then standing to the credit of any
Member nor, except as permitted by Treasury Regulations, shall any such
amendment eliminate an optional form of benefit with respect to benefits
attributable to service before any such amendment. In amending the
Trust Agreement and the Regulations, Shell Oil Company shall act through its
Board of Directors or such person or persons as have been directly or indirectly
delegated the authority of the Board to so act on behalf of Shell Oil
Company. Notice to the chairman of the Trustees or to the secretary
shall constitute notification to all of the Trustees.
18.2 Written
notice of any material amendment shall be provided to all Members.
MEMBER’S
NONFORFEITABLE INTEREST
19.1 Except
as set forth in Schedule D to the Regulations, each Member and each
Beneficiary shall have, at all times, a nonforfeitable interest in the amount
standing to his credit in the Fund. No Member or Beneficiary shall
have any right to receipt of the amount standing to his credit in the Fund,
except according to the provisions of the Trust Agreement and these
Regulations.
19.2 If
the Plan Administrator cannot ascertain the whereabouts of any Member or
Beneficiary to whom a payment is due, the Plan Administrator may, after
reasonable efforts have been exercised to locate such Participant or
Beneficiary, direct that the payment and all remaining payments otherwise due
to
the payee be canceled on the records of the Fund and the amount thereof applied
as a forfeiture in accordance with Section 6.5 of the
Regulations. If the Participant or Beneficiary later notifies the
Plan Administrator of his whereabouts, Shell Oil Company or such other
Contributing Company as the Plan Administrator shall designate shall contribute
to the Fund an amount equal to the payment to be paid to the payee as soon
as
administratively feasible.
CLAIMS
PROCEDURE
20.1 Claim
for Benefits. Any claim for benefits under
the Fund shall be made in writing and submitted to the Plan
Administrator. The Plan Administrator shall reach a decision as soon
as reasonable under the circumstances and notify the claimant, or his
duly
authorized representative, thereof promptly in writing by mail addressed
to the
last known address of the claimant or such representative, as the case
may be,
appearing on the records of the Plan Administrator. Such notice shall
be furnished within 90 days after the Plan Administrator receives the
claim,
unless the Plan Administrator determines that special circumstances require
an
extension of time for processing the claim, in which case the Plan Administrator
shall have up to an additional 90 days to respond provided he gives notice
of
the extension, the reasons therefor, and the expected date of response
to the
claimant prior to the end of the initial 90-day period. If the claim
is denied, in whole or part, the notice thereof shall be by certified
mail,
return receipt requested, and shall set forth, in a manner reasonably
calculated
to be understood by the claimant,
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(a)
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the
specific reason or reasons for the
denial;
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(b)
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specific
reference to pertinent Fund provisions on which the denial is
based;
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(c)
|
a
description of any additional material or information to be submitted
by
the claimant in order to perfect his claim and an explanation of
why such
material or information is necessary;
and
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(d)
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an
explanation of the Fund’s claim review procedure and the time limits
applicable thereto, including a statement of the claimant’s right to bring
a civil lawsuit under XXXXX if the claim is denied on
review.
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20.2 Appeals. In
the event of the denial of a claim by the Plan Administrator, in whole
or in
part, the claimant or his duly authorized representative may, within
the period
ending ninety (90) days from the date of receipt of the
denial,
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(a)
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request
a review of the claim, by filing a written application with the Trustees
or a committee thereof;
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(b)
|
upon
request, review pertinent documents, records, and other information
and
obtain copies free of charge; and
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(c)
|
submit
comments, documents, records, and other information relating to the
claim
in writing.
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For
this
purpose, documents, records, and other information are “pertinent” if they were
relied upon in making the determination on the claim or if they were submitted,
considered, or generated in the course of making the benefit
determination.
20.3 Review
Board. The Trustees or a committee thereof
shall constitute the review board, which shall fully review such request, review
all comments, documents, records, and other information submitted by the
claimant relating to the claim, without regard to whether such information
was
submitted or considered in the initial benefit determination, hold any hearing
deemed appropriate by such review board, and notify the claimant or his duly
authorized representative, of the decision in writing as soon as practicable,
but in no event later than sixty (60) days after receipt of the written request
for review; provided, however, if a hearing is requested or if the
Trustees determine that special circumstances exist, the Trustees shall have
up
to an additional sixty (60) days to respond provided that they give notice
of
the extension, the reasons therefor, and the expected date of response to the
claimant prior to the end of the initial 60-day
period. Notwithstanding the foregoing, if the Trustees have regularly
scheduled quarterly meetings, their response date shall be up to five (5) days
after the next regularly scheduled meeting which comes at least thirty (30)
days
after their receipt of the request for review. This response date may
be extended if required by special circumstances, but in no event shall the
Trustees respond later than five (5) days following the third regularly
scheduled meeting after the receipt of the request for review. In the
event the review board confirms the denial of the claim for benefits, in whole
or in part, the notice of denial shall set forth, in a manner reasonably
calculated to be understood by the claimant, the specific reasons for the
decision; reference to the specific Plan provisions on which the decision is
based; the claimant’s right to receive, upon request and without charge,
reasonable access to, and copies of, all documents, records and other
information pertinent to the claim; and the claimant’s right to bring a civil
action under ERISA.
20.4 Extension
for Providing Necessary Information. In the
event the Plan Administrator or the Trustees extend the time for response to
a
claim due to the claimant’s failure to provide information necessary to decide
the claim, the period for the benefit determination shall be tolled from the
date notice of the extension is sent to the claimant until the claimant responds
to the request for additional information.
20.5 Validating
Representative of Claimant. The Plan
Administrator may implement reasonable procedures for ensuring that an
individual has been authorized to act on behalf of a claimant.
20.6 Mandatory
Use of Claims Procedure; Waiver of
Claims. The use of the claims procedure of
this Article is mandatory in pursuing claims for benefits. Except as
otherwise provided, failure to file a claim by the end of the Plan Year
following the Plan Year in which the individual knew or should have known of
the
claim shall constitute an irrevocable waiver of the claim unless it shall be
shown not to have been reasonably possible to furnish proof of the claim within
the specified time period, and that proof was furnished as soon as was
reasonably possible, in which case failure to furnish proof within the time
specified shall not invalidate nor reduce the claim. Failure to raise
issues or present evidence at any stage in the claims procedure shall preclude
those issues or evidence from being presented in a judicial review of the
claim. If any time limitation or other restriction set forth in the
Plan with respect to the filing of a claim or bringing of an action at law
or in
equity is more restrictive than that permitted by ERISA, such limitation or
restriction is hereby reformed to agree with the minimum period permitted by
such law.
20.7 Plan
Administrator. For purposes of this Article
20, the term Plan Administrator shall not include agents of the Plan
Administrator.
PLAN
ADMINISTRATOR - APPOINTMENT & DUTIES
21.1 Trustees
and Plan Administrator. The Fund shall be
administered by the Trustees and a Plan Administrator. The Plan
Administrator may be such entity or entities or person or persons as may be
appointed by the Trustees. The Plan Administrator may or may not be
the Company, or a Member, or an Employee of Shell Oil Company and may or may
not
be a member of a group of individuals serving as Trustees under the
Fund. The Trustees may at any time remove or replace the Plan
Administrator. The Plan Administrator shall serve without
compensation from the Fund. However, the expenses of the Plan
Administrator, including attorneys’ fees and other costs incurred by it in the
prosecution or defense of any legal action or proceeding regarding the Fund
or
the administration thereof to which the Plan Administrator may be a party in
interest, shall be paid from the Fund unless the Plan Administrator shall be
finally adjudged in such action, suit, or proceeding to have been guilty of
fraud or willful misconduct in the performance of his
duties. Notwithstanding the preceding sentence, Shell Oil Company
shall be responsible for the aforementioned expenses where Shell Oil Company
has
entered into a contractual obligation prior to the incursion of those
expenses.
21.2 Allocation
of Fiduciary Responsibilities. If more than
one individual or entity is appointed Plan Administrator, the Trustees may
allocate some or all of the responsibilities of the Plan Administrator to each
individual or entity so appointed, and each such individual or entity shall
be
responsible only for the duties allocated to it and any duties of the Plan
Administrator which are not allocated. If more than one individual or
entity is appointed Plan Administrator and the Trustees do not allocate Plan
Administrator responsibilities to the individuals or entities so appointed,
the
individuals or entities appointed Plan Administrator may, by executing a written
instrument, allocate some or all of the responsibilities of the Plan
Administrator among themselves as indicated in such written instrument and
each
individual or entity shall be responsible only for the duties allocated to
it
and any duties which are not allocated. To the extent the
responsibilities of the Plan Administrator are not allocated pursuant to this
Section 21.2 to the individuals or entities appointed as Plan
Administrator, the action of the Plan Administrator shall be taken by majority
vote, or if less than three individuals or entities are appointed Plan
Administrator, by unanimous consent. The Plan Administrator may
designate persons or entities other than the Plan Administrator to perform
some
or all of the responsibilities of the Plan Administrator.
21.3 Powers
and Duties of the Plan Administrator. The
Plan Administrator shall have the following powers and duties in addition to
those stated elsewhere in the Regulations:
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(a)
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To
prescribe such procedures, rules, and regulations as it shall deem
necessary or proper for the efficient administration of the
Fund;
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(b)
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To
determine all questions arising in its administration of the Fund,
including the power to determine the rights of any Participants or
Beneficiaries and to determine, without limitation, all questions
of
eligibility pursuant to the claims procedure stated
herein;
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(c)
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To
enforce the Fund in accordance with its terms and with the rules,
regulations, and procedures prescribed by the Plan Administrator,
and to
consider and interpret the Regulations and Trust Agreement and settle
and
discharge disputes arising
thereunder;
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(d)
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To
determine the fair market value of assets of the Fund as often as
required
by these Regulations and at least annually; to keep the books and
records
of the Fund and to do all the clerical, bookkeeping, and accounting
work
in connection with the management and administration of the Fund;
and to
furnish to each Participant and Beneficiary, who is an Accountholder,
within a reasonable time after the close of each Fund Year a statement
of
the amount standing to his credit in the
Fund;
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(e)
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To
prepare and distribute all reports required by law or the
Fund;
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(f)
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To
prepare and distribute, as required by law and in such manner as
the Plan
Administrator may determine to be appropriate, information concerning
the
Fund; and
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(g)
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To
employ such agents, attorneys, accountants, and other individuals
as
deemed necessary or advisable for the administration of the
Fund. The Plan Administrator shall consider the records of the
Contributing Companies and Affiliated Companies as conclusive evidence
in
making determinations concerning eligibility or benefits under the
Fund
except in unusual circumstances.
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21.4 No
Bond Required. No bond or other security
shall be required of the Plan Administrator for the faithful performance of
its
duties hereunder, except as may be required by ERISA and the Code or by any
other state or federal law or regulations.
21.5 Delegation
of Authorities. Further, it is the intent of
these Regulations that the Plan Administrator be able to delegate certain
ministerial functions within the framework of policies, interpretations, rules,
practices, and procedures set by such Plan Administrator without delegating
any
power to the appointee to make any decisions as to such. Following
are the types of administrative functions intended to be covered by this
delegation:
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(a)
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Application
of rules determining eligibility for participation or
benefits;
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(b)
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Calculation
of service for participation and Compensation for
benefits;
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(c)
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Preparation
of Participant and Beneficiary communications
material;
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(d)
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Maintenance
of Employees’ service and employment
records;
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(e)
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Preparation
of reports required by government
agencies;
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(f)
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Calculation
of benefits;
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(g)
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Orientation
of new Employees and advising Participants and Beneficiaries of their
rights and options under the Fund;
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(h)
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Collection
of Member Contributions and Company Contributions and applications
of such
Contributions as provided in the Fund (if
any);
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(i)
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Preparation
of reports concerning benefits of Members and
Beneficiaries;
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(j)
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Processing
of claims; and
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(k)
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Making
recommendations to others for decisions with respect to plan
administration.
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21.6 Authorities
and Responsibilities of Shell Oil
Company. Shell Oil Company shall have the
authority and responsibility for: (a) amending the Fund in accordance with
Article 18 hereof; (b) designating the Trustees; and (c) the exercise
of all non-delegable, non-allocable, fiduciary functions provided in the Fund
or
Trust Agreement required by law and necessary to the operation of the
Fund.
21.7 Authorities
and Responsibilities of the Trustees. For a
statement of the powers and responsibilities of the Trustees, reference is
made
to the Trust Agreement. In case of any conflict or inconsistency
between the Trust Agreement and these Regulations, the former shall govern
as to
everything except as to ministerial functions set forth above.
TOP-HEAVY
RULES
22.1 Operation
of Article. The requirements of this Article
shall become operative only during a Plan Year beginning after December 31,
1983, for which the Plan should become Top-Heavy. In addition, for
Plan Years beginning after December 31, 2001, the provisions of Section 22.5
shall apply.
22.2 Determination
of Top-Heavy Status.
(a) The
Plan is Top-Heavy with respect to any Plan Year if, as of the Determination
Date
applicable to such year, (1) the ratio of the aggregate of Accounts of
Members who are Key Employees to the aggregate of Accounts of all Members
exceeds 60%, or (2) the Plan is part of a Required Aggregation Group which
is Top-Heavy. Notwithstanding anything to the contrary, the Plan
shall not be considered Top-Heavy for any Plan Year in which the Plan is a
part
of a Permissive Aggregation Group which is not Top-Heavy.
(b) For
purposes of testing for Top-Heavy status, (1) the Accounts and the present
value of cumulative accrued benefits shall be determined as of the Valuation
Date applicable to the Determination Date; (2) individuals who have not
been employed by a Contributing Company at any time within the last five years
shall not be included; and (3) the provisions of Section 416 of the
Code and the Treasury Regulations thereunder shall be applied.
22.3 Annual
Compensation Limit. Compensation of any
Member in excess of the Annual Compensation Limit shall not be taken into
account.
22.4 Top-Heavy
Contribution. In the event that contributions
by a Contributing Company to the Fund during the Plan Year on behalf of a Member
who is a Non-Key Employee are less than three percent (3%) of such Member’s
415 Compensation and provided that such Member has not separated from the
service of the Employing Company on the last day of such Plan Year, the
Employing Company shall contribute an amount equal to the difference between
three percent (3%) of such Member’s 415 Compensation, and the
contributions by a Contributing Company which have been paid to the Fund on
behalf of such Member for the Plan Year.
22.5 Modification
of Top-Heavy Rules.
(a) This
Section 22.5 shall apply for purposes of determining whether the Plan is a
Top-Heavy plan under Section 416(g) of the Code for Plan Years beginning
after December 31, 2001, and whether the Plan satisfies the minimum
benefits requirements of Section 416(c) of the Code for such Plan
Years. This Section 22.5 amends the preceding provisions of this
Article.
(b) This
Section 22.5(b) shall apply for purposes of determining the present values
of
accrued benefits and the amounts of Account balances of Employees as of the
Determination Date.
(1) The
present values of accrued benefits and the amounts of Account balances of an
Employee as of the Determination Date shall be increased by the distributions
made with respect to the Employee under the Fund and any plan aggregated with
the Fund under Section 416(g)(2) of the Code during the one-year period
ending on the Determination Date. The preceding sentence shall also
apply to distributions under a terminated plan which, had it not been
terminated, would have been aggregated with the Fund under
Section 416(g)(2)(A)(i) of the Code. In the case of a
distribution made for a reason other than severance from employment, death,
or
disability, this provision shall be applied by substituting 5-year period for
1-year period.
(2) Employees
not performing services during the Plan Year ending on the Determination
Date. The accrued benefits and accounts of any individual who has not
performed services for the Employer during the 1-year period ending on the
Determination Date shall not be taken into account.
NONDISCRIMINATION
TEST FOR MEMBER CONTRIBUTIONS
23.1 ADP
Limit.
(a) The
Average Actual Deferral Percentage for Eligible Employees who are Highly
Compensated Employees for the Plan Year shall not exceed the greater
of:
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(1)
|
the
Average Actual Deferral Percentage for Eligible Employees who are
Nonhighly Compensated Employees for the Plan Year multiplied by
1.25; or
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(2)
|
the
lesser of: (A) the Average Actual Deferral Percentage for Eligible
Employees who are Nonhighly Compensated Employees for the Plan Year
multiplied by 2.00; or (B) the Average Actual Deferral Percentage
for
Eligible Employees who are Nonhighly Compensated Employees for the
Plan
Year plus 2 percentage points.
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(b) The
Actual Deferral Percentage for any Eligible Employee who is a Highly Compensated
Employee for the Plan Year and who is eligible to participate in two or more
plans of the Employer to which elective deferrals are made, shall be determined
by aggregating all such elective deferrals on behalf of such Highly Compensated
Employee. If two or more plans of the Employer are permissively
aggregated for purposes of Section 401(k) of the Code, the aggregated plans
must
also satisfy Section 401(a)(4) and 410(b) of the Code as though they were a
single plan. If one or more plans of an Employer are aggregated with
the Fund for purposes of satisfying the requirements of Section 401(a)(4)
or 410(b) of the Code, the Actual Deferral Percentages under the Fund shall
be
calculated as if the Fund and such one or more other plans were a single
plan.
(c) For
purposes of applying the ADP Limit, Testing Compensation shall be computed
on an
entire Plan Year basis and with reference to the current Plan Year at the time
the ADP Limit is applied. Reductions and increases made to satisfy such limit
shall not affect persons who are not then Eligible Employees. Where limits
are
computed prior to the end of a Plan Year, the Plan Administrator may estimate
or
project Testing Compensation. The Plan Administrator may elect to include in
a
person’s Testing Compensation only Compensation received while such person was
an Eligible Employee, provided the election is applied uniformly to all Eligible
Employees for the Plan Year.
(d) Except
for purposes of determining Highly Compensated Employees and Nonhighly
Compensated Employees, the portion of the Fund that benefits Employees who
are
included in a unit of employees covered by a collective bargaining agreement
is
treated as a separate plan from the portion of the Fund that benefits Employees
who are not so covered.
23.2 Reduction
of Member Pre-Tax Contributions to Comply with ADP
Limit.
(a) The
Plan Administrator shall monitor the amount of Member Pre-Tax Contributions
and
shall effect whatever prospective reductions to the Actual Deferral Percentages
of the Highly Compensated Employees are necessary or advisable to comply with
the ADP Limit.
(b) If
the Plan Administrator prospectively reduces the Actual Deferral Percentages
of
Highly Compensated Employees, he shall do so in the order of their Actual
Deferral Percentages beginning with the highest of such percentages. If the
Plan
Administrator determines that the reduction in effect is no longer necessary
or
advisable, he may increase the Actual Deferral Percentages of all Highly
Compensated Employees who had their Actual Deferral Percentages reduced, in
the
reverse order of their Actual Deferral Percentages beginning with the lowest
of
such percentages and continuing until the original Actual Deferral Percentages
of all such Highly Compensated Employees have been restored or until he
determines that no further increases are advisable, whichever occurs first.
All
reductions or increases of Actual Deferral Percentages hereunder shall be in
multiples of 1%. Member Pre-Tax Contributions of such Highly
Compensated Employees may be reduced to zero.
(c) When
reducing or increasing the Actual Deferral Percentages of Highly Compensated
Employees, the Plan Administrator shall treat all such Highly Compensated
Employees having the same Actual Deferral Percentages in effect in the same
manner.
(d) Any
action taken by the Plan Administrator under this Section 23.2 may be taken
without the consent of, or prior notice to, the affected Members, but such
Members shall be promptly informed in writing of the Plan Administrator’s
action.
23.3 Distribution
of Excess Contributions.
(a) The
determination of whether or not Excess Contributions exist shall be made after
reductions, if any, under Section 23.2.
(b) Excess
Contributions, and any income allocable thereto, shall be distributed after
the
Plan Year in which the Excess Contributions arose and no later than March 15
of
the following Plan Year to Highly Compensated Employees to whose Accounts Excess
Contributions were made.
(c) A
distribution of Excess Contributions and income shall be made without the
consent of the Participant or the spouse of the Participant.
(d) The
total amount of Excess Contributions for the Highly Compensated Employees for
a
Plan Year is determined as follows: Highly Compensated Employees with the
largest Actual Deferral Percentage shall be identified and a determination
shall
be made as to how much their Actual Deferral Percentage must be reduced so
that
the Fund would satisfy the ADP Limit or such Highly Compensated Employees’
Actual Deferral Percentage will be reduced to equal the Actual Deferral
Percentage of the Highly Compensated Employees with the next highest Actual
Deferral Percentage. The procedure described in the preceding sentence shall
be
repeated until the Fund would satisfy the ADP Limit.
(e) The
total amount of Excess Contributions for the Highly Compensated Employees for
a
Plan Year shall be distributed as follows: The Member Pre-Tax
Contributions of the Highly Compensated Employees with the highest dollar amount
shall be reduced by the amount required to cause their Member Pre-Tax
Contributions to equal the lesser of (1) the dollar amount of the Member Pre-Tax
Contributions of the Highly Compensated Employees with the next highest dollar
amount of Member Pre-Tax Contributions, or (2) the amount that, when added
to
the total dollar amount already distributed under this process, would equal
the
total amount of Excess Contributions. This amount along with
allocable income determined under Section 23.3(f) shall be distributed to
the Highly Compensated Employees for which a reduction was
applied. The procedure described in the preceding sentence shall be
repeated until the Fund distributes the total Excess Contributions of the Highly
Compensated Employees, thereby satisfying the ADP Limit.
(f) The
income allocable to Excess Contributions for the Plan Year in which such Excess
Contributions arose and for the period between the end of such Plan Year and
the
date of distribution, shall be determined in accordance with Department of
Treasury Regulations 1.401(k)-2.
(g) The
Excess Contributions for the Plan Year which would otherwise be distributed
to
the Participant shall be reduced, in accordance with Department of Treasury
Regulations, by the Excess Deferral Amounts previously distributed to the
Participant for the taxable year ending in that Plan Year.
23.4 ACP
Limit.
(a) The
Average Actual Contribution Percentage for Eligible Employees who are Highly
Compensated Employees for the Plan Year shall not exceed the greater
of:
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(1)
|
the
Average Actual Contribution Percentage for Eligible Employees who
are
Nonhighly Compensated Employees for the Plan Year multiplied by 1.25;
or
|
|
|
(2)
|
the
lesser of: (A) the Average Actual Contribution Percentage for Eligible
Employees who are Nonhighly Compensated Employees for the Plan Year
multiplied by 2.00; or (B) the Average Actual Contribution Percentage
for
Eligible Employees who are Nonhighly Compensated Employees for the
Plan
Year plus 2 percentage points.
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(b) The
Actual Contribution Percentage for any Eligible Employee who is a Highly
Compensated Employee for the Plan Year and who is eligible to participate in
two
or more plans of the Employer to which matching employer contributions, employee
after-tax contributions, or both, are made, shall be determined by aggregating
all such contributions on behalf of such Highly Compensated
Employee. If two or more plans of the Employer are permissively
aggregated for purposes of Section 401(m) of the Code, the aggregated plans
must
also satisfy Section 401(a)(4) and 410(b) of the Code as though they were a
single plan. If one or more plans of an Employer are aggregated with
the Fund for purposes of satisfying the requirements of Section 401(a)(4)
or 410(b) of the Code, the Actual Contribution Percentages under the Fund shall
be calculated as if the Fund and such one or more other plans were a single
plan.
(c) For
purposes of applying the ACP Limit, Testing Compensation shall be computed
on an
entire Plan Year basis and Testing Compensation shall be with reference to
the
current Plan Year at the time the ACP Limit is applied. Reductions
and increases made to satisfy such limits shall not affect persons who are
not
then Eligible Employees. Where limits are computed prior to the end
of a Plan Year, the Plan Administrator may estimate or project Testing
Compensation. The Plan Administrator may elect to include in a
person’s Testing Compensation only compensation received while such person was
an Eligible Employee, provided the election is applied uniformly to all Eligible
Employees for the Plan Year.
(d) Except
for purposes of determining Highly Compensated Employees and Nonhighly
Compensated Employees, the portion of the Fund that benefits Employees who
are
included in a unit of employees covered by a collective bargaining agreement
is
treated as a separate plan from the portion of the Fund that benefits Employees
who are not so covered.
23.5 Reduction
of Member After-Tax Contributions to Comply with ACP
Limit.
(a) The
Plan Administrator shall monitor the amount of Member After-Tax Contributions
and shall effect whatever prospective reductions to the Actual Contribution
Percentages of the Highly Compensated Employees are necessary or advisable
to
comply with the ACP Limit.
(b) If
the Plan Administrator prospectively reduces the Actual Contribution Percentages
of Highly Compensated Employees, he shall do so in the order of their Actual
Contribution Percentages beginning with the highest of such
percentages. If the Plan Administrator determines that the reduction
in effect is no longer necessary or advisable, he may increase the Actual
Contribution Percentages of all Highly Compensated Employees who had their
Actual Contribution Percentages reduced, in the reverse order of their Actual
Contribution Percentages beginning with the lowest of such percentages and
continuing until the original Actual Contribution Percentages of all such Highly
Compensated Employees have been restored or until he determines that no further
increases are advisable, whichever occurs first. All reductions or
increases of Actual Contribution Percentages hereunder shall be in multiples
of
1%. Member After-Tax Contributions of such Highly Compensated
Employees may be reduced to zero.
(c) When
reducing or increasing the Actual Contribution Percentages of Highly Compensated
Employees, the Plan Administrator shall treat all Highly Compensated Employees
having the same Actual Contribution Percentages in effect in the same
manner.
(d) Any
action taken by the Plan Administrator under this Section 23.5 may be taken
without the consent of, or prior notice to, the affected Members, but such
Members shall be promptly informed in writing of the Plan Administrator’s
action.
23.6 Distribution
of Excess Aggregate Contributions.
(a) The
determination of whether or not Excess Aggregate Contributions exist shall
be
made after reductions, if any, under Section 23.5.
(b) Excess
Aggregate Contributions, and any income allocable thereto, shall be distributed
after the Plan Year in which the Excess Aggregate Contributions arose and no
later than March 15 of the following Plan Year to Highly Compensated Employees
to whose Accounts Excess Aggregate Contributions were made.
(c) A
distribution of Excess Aggregate Contributions and income shall be made without
the consent of the Participant or the spouse of the Participant.
(d) The
total amount of Excess Aggregate Contributions for the Highly Compensated
Employees for a Plan Year is determined as follows: Highly Compensated Employees
with the largest Actual Contribution Percentage shall be identified and a
determination shall be made as to how much their Actual Contribution Percentage
must be reduced so that the Fund would satisfy the ACP Limit or such Highly
Compensated Employees’ Actual Contribution Percentage will be reduced to equal
the Actual Contribution Percentage of the Highly Compensated Employees with
the
next highest Actual Contribution Percentage. The procedure described in the
preceding sentence shall be repeated until the Fund would satisfy the ACP
Limit.
(e) The
total amount of Excess Aggregate Contributions for the Highly Compensated
Employees for a Plan Year shall be distributed as follows: The Member
After-Tax Contributions of the Highly Compensated Employees with the highest
dollar amount shall be reduced by the amount required to cause their Member
After-Tax Contributions to equal the lesser of (1) the dollar amount of the
Member After-Tax Contributions of the Highly Compensated Employees with the
next
highest dollar amount of Member After-Tax Contributions, or (2) the amount
that,
when added to the total dollar amount already distributed under this process,
would equal the total amount of Excess Aggregate Contributions. This
amount along with allocable income determined under Section 23.6(f) shall be
distributed to the Highly Compensated Employees for which a reduction was
applied. The procedure described in the preceding sentence shall be
repeated until the Fund distributes the total Excess Aggregate Contributions
of
the Highly Compensated Employees, thereby satisfying the ACP Limit.
(f) The
income allocable to Excess Aggregate Contributions for the Plan Year in which
such Excess Aggregate Contributions arose and for the period between the end
of
such Plan Year and the date of distribution, shall be determined in accordance
with Department of Treasury Regulation Section 1.401(m)-2.
23.7 General
401(a)(4) Test. Where it has been determined
by Shell Oil Company that Company Contributions do not satisfy the
nondiscrimination requirements of Section 401(a)(4) of the Code and
regulations issued thereunder for a Tested Plan Year, additional Company
Contributions may be made until Company Contributions satisfy such
requirements. Where additional Company Contributions are credited to
a Member’s Account pursuant to this Section 23.7, earnings shall be credited at
the greater of zero percent or the actual positive rate of return on the
Member’s Account for each of the Tested Plan Year and any subsequent Plan Year
or any portion thereof in which the additional Company Contribution is
made. Any such additional Company Contributions, and any earnings
thereon, shall be provided only for individuals who:
|
|
(a)
|
are
Nonhighly Compensated Employees for such Tested Plan
Year,
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|
|
(b)
|
are
Employees at the time such additional Company Contributions are
made,
|
|
|
(c)
|
are
in a Relevant Rate Group,
|
|
|
(d)
|
have
the highest equivalent accrual rates of Nonhighly Compensated Employees,
as determined by Shell Oil Company when testing the Fund for such
Tested
Plan Year under Treasury Regulations Section 1.401(a)(4)-8, in the
order of such rates beginning with the highest,
and
|
|
|
(e)
|
also
have the highest performance code in such Relevant Rate Group at
the time
such additional Company Contributions are made, in order of such
performance codes beginning with the highest, effective for a Tested
Plan
Year commencing on or after January 1, 2001, where the conditions set
forth in subparagraphs (a) through (d) above result in an over-inclusion
of Employees eligible for any additional Company
Contributions.
|
MILITARY
SERVICE
|
|
Notwithstanding
any
provision of these Regulations to the contrary, contributions, benefits
and service credit with respect to qualified military service will
be
provided in accordance with Section 414(u) of the
Code.
|
MINIMUM
DISTRIBUTION REQUIREMENTS
25.1 General
Rules.
(a) The
provisions of this Article will apply for purposes of making required minimum
distributions on and after January 1, 2003.
(b) The
requirements of this Article will take precedence over any inconsistent
provisions of these Regulations.
(c) All
distributions required under this Article will be determined and made in
accordance with the Treasury Regulations under Section 401(a)(9) of the
Code.
(d) Notwithstanding
the other provisions of this Article , distributions may be made under a
designation made before January 1, 1984, in accordance with
Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA)
and the provisions of the Regulations that relate to Section 242(b)(2) of
TEFRA.
25.2 Time
and Manner of Distribution.
(a) A
Member’s entire interest will be distributed, or begin to be distributed, to
such Member no later than the Member’s Required Beginning Date.
(b) If
the Member dies before distributions begin, the Member’s entire interest will be
distributed, or begin to be distributed, no later than as follows:
(1) If
the Member’s surviving spouse is the Member’s sole Designated Beneficiary, then,
except as provided in Section 25.6, distributions to the surviving spouse will
begin by December 31 of the calendar year immediately following the calendar
year in which the Member died, or by December 31 of the calendar year in which
the Member would have attained age 70 1/2, if later.
(2) If
the Member’s surviving spouse is not the Member’s sole Designated Beneficiary,
then, except as provided in Section 25.6, distributions to the Designated
Beneficiary will begin by December 31 of the calendar year immediately following
the calendar year in which the Member died.
(3) If
there is no Designated Beneficiary as of September 30 of the year following
the
year of the Member’s death, the Member’s entire interest will be distributed by
December 31 of the calendar year containing the fifth anniversary of the
Member’s death.
(4) If
the Member’s surviving spouse is the Member’s sole Designated Beneficiary and
the surviving spouse dies after the Member but before distributions to the
surviving spouse begin, Section 25.2(b), other than
Section 25.2(b)(1), will apply as if the surviving spouse were the
Member.
For
purposes of this Section 25.2(b) and Section 25.4, unless
Section 25.2(b)(4) applies, distributions are considered to begin on the
Member’s Required Beginning Date. If Section 25.2(b)(4) applies,
distributions are considered to begin on the date distributions are required
to
begin to the surviving spouse under Section 25.2(b)(1).
(c) Unless
the Member’s interest is distributed in a single sum on or before the Required
Beginning Date, as of the first Distribution Calendar Year, distributions will
be made in accordance with Section 25.3 and Section 25.4.
25.3 Required
Minimum Distributions During Member’s Lifetime.
(a) During
the Member’s lifetime, the minimum amount that will be distributed for each
Distribution Calendar Year is the lesser of:
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|
(1)
|
the
quotient obtained by dividing the Member’s Account Balance by the
distribution period in the Uniform Lifetime Table set forth in Section
1.401(a)(9)-9 of the Treasury Regulations, using the Member’s age as of
the Member’s birthday in the Distribution Calendar Year;
or
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|
|
(2)
|
if
the Member’s sole Designated Beneficiary for the Distribution Calendar
Year is the Member’s spouse, the quotient obtained by dividing the
Member’s Account Balance by the number in the Joint and Last Survivor
Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations,
using the Member’s and spouse’s attained ages as of the Member’s and
spouse’s birthdays in the Distribution Calendar
Year.
|
(b) Required
minimum distributions will be determined under this Section 25.3 beginning
with the first Distribution Calendar Year and up to and including the
Distribution Calendar Year that includes the Member’s date of
death.
25.4 Required
Minimum Distributions After Member’s Death.
(a) The
following rules apply in the event death occurs on or after the date
distributions begin.
(1) If
the Member dies on or after the date distributions begin and there is a
Designated Beneficiary, the minimum amount that will be distributed for each
Distribution Calendar Year after the year of the Member’s death is the quotient
obtained by dividing the Member’s Account balance by the longer of the remaining
Life Expectancy of the Member or the remaining Life Expectancy of the Member’s
Designated Beneficiary, determined as follows:
(A) The
Member’s remaining Life Expectancy is calculated using the age of the Member in
the year of death, reduced by one for each subsequent year.
(B) If
the Member’s surviving spouse is the Member’s sole Designated Beneficiary, the
remaining Life Expectancy of the surviving spouse is calculated for each
Distribution Calendar Year after the year of the Member’s death using the
surviving spouse’s age as of the spouse’s birthday in that year. For
Distribution Calendar Years after the year of the surviving spouse’s death, the
remaining Life Expectancy of the surviving spouse is calculated using the age
of
the surviving spouse as of the spouse’s birthday in the calendar year of the
spouse’s death, reduced by one for each subsequent calendar year.
(C) If
the Member’s surviving spouse is not the Member’s sole Designated Beneficiary,
the Designated Beneficiary’s remaining Life Expectancy is calculated using the
age of the beneficiary in the year following the year of the Member’s death,
reduced by one for each subsequent year.
(2) No
Designated Beneficiary. If the Member dies on or after the date distributions
begin and there is no Designated Beneficiary as of September 30 of the year
after the year of the Member’s death, the minimum amount that will be
distributed for each Distribution Calendar Year after the year of the Member’s
death is the quotient obtained by dividing the Member’s Account Balance by the
Member’s remaining Life Expectancy calculated using the age of the Member in the
year of death, reduced by one for each subsequent year.
(b) The
following rules apply in the event death occurs before the date distributions
begin.
(1) If
the Member dies before the date distributions begin and there is a Designated
Beneficiary, the minimum amount that will be distributed for each Distribution
Calendar Year after the year of the Member’s death is the quotient obtained by
dividing the Member’s Account Balance by the remaining Life Expectancy of the
Member’s Designated Beneficiary, determined as provided in
Section 25.4(a).
(2) If
the Member dies before the date distributions begin and there is no Designated
Beneficiary as of September 30 of the year following the year of the Member’s
death, distribution of the Member’s entire interest will be completed by
December 31 of the calendar year containing the fifth anniversary of the
Member’s death.
(3) If
the Member dies before the date distributions begin, the Member’s surviving
spouse is the Member’s sole Designated Beneficiary, and the surviving spouse
dies before distributions are required to begin to the surviving spouse under
Section 25.2(b)(1), this Section 25.4(b) will apply as if the
surviving spouse were the Member.
25.5 Required
Minimum Distributions during Distribution Calendar
Years. The required minimum distribution for
the Member’s first Distribution Calendar Year will be made on or before the
Member’s Required Beginning Date. The required minimum distribution for other
Distribution Calendar Years, including the required minimum distribution for
the
Distribution Calendar Year in which the Member’s Required Beginning Date occurs,
will be made on or before December 31 of that Distribution Calendar
Year.
25.6 Election
to Allow Designated Beneficiaries to Elect 5-Year
Rule. Designated Beneficiaries may elect on
an individual basis whether the 5-year rule or the life expectancy rule in
Section 25.2(b) and Section 25.4(b) applies to distributions after the
death of a Member who has a Designated Beneficiary. The election must
be made no later than September 30 of the calendar year in which distribution
would be required to begin under Section 25.2(b). If the
Designated Beneficiary does not make an election under this Section 25.6,
distributions will be made in accordance with Section 25.2(b) and
Section 25.4(b).
25.7 Election
to Allow Designated Beneficiary Receiving Distributions Under the 5-Year Rule
to
Elect Life Expectancy Distributions. A Designated
Beneficiary may make a new election to receive payments under the life
expectancy rule until November 1, 2003, provided that all amounts that would
have been required to be distributed under the life expectancy rule for all
Distribution Calendar Years before 2004 are distributed by December 31,
2003.
CONTRIBUTING
COMPANIES
|
|
SHELL
OIL COMPANY
|
|
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CORAL
ENERGY SERVICES, LLC
|
|
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CRI
U.S. LP
|
|
|
EQUILON
ENTERPRISES LLC d/b/a SHELL OIL PRODUCTS
US
|
|
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MOTIVA
COMPANY
|
|
|
PECTEN
MIDDLE EAST SERVICES COMPANY
LIMITED
|
|
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PECTEN
OVERSEAS SERVICES COMPANY
|
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PECTEN
PRODUCING COMPANY
|
|
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PECTEN
SERVICES COMPANY
|
|
|
PENNZOIL-QUAKER
STATE COMPANY d/b/a SOPUS PRODUCTS
|
|
|
SHELL
AGRICULTURAL CHEMICAL COMPANY
|
|
|
SHELL
CHEMICAL LP
|
|
|
SHELL
DOWNSTREAM INC.
|
|
|
SHELL
ENERGY RESOURCES COMPANY
|
|
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SHELL
ENERGY SERVICES COMPANY, L.L.C.
|
|
|
SHELL
EXPATRIATE EMPLOYMENT US INC.
|
|
|
SHELL
EXPLORATION & PRODUCTION
COMPANY
|
|
|
SHELL
GLOBAL SOLUTIONS (US) INC.
|
|
|
SHELL
INFORMATION TECHNOLOGY INTERNATIONAL
INC.
|
|
|
SHELL
INTERNATIONAL EXPLORATION AND PRODUCTION
INC.
|
|
|
SHELL
MARINE PRODUCTS (US) COMPANY
|
|
|
SHELL
NORTH AMERICA GAS & POWER SERVICES
COMPANY
|
|
|
SHELL
OFFSHORE INC.
|
|
|
SHELL
OIL PRODUCTS COMPANY LLC
|
|
|
SHELL
PIPELINE COMPANY LP
|
|
|
SHELL
TECHNOLOGY VENTURES INC.
|
|
|
SHELL
TRADING GP OVERSEAS SERVICES
COMPANY
|
|
|
SHELL
TRADING NORTH AMERICA COMPANY
|
|
|
SHELL
TRADING SERVICES COMPANY
|
|
|
SHELL
TRADING (US) COMPANY
|
|
|
SHELL
US GAS & POWER LLC
|
|
|
SHELL
WINDENERGY SERVICES INC.
|
|
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SIEP
OVERSEAS SERVICES, INC.
|
|
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SPLC
SERVICES COMPANY LLC
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SWEPI
LP
|
SPECIAL
RULES APPLICABLE TO CERTAIN GROUPS OF PARTICIPANTS
This
Schedule sets forth special benefit and service rules applicable to certain
groups of Participants and shall apply notwithstanding anything in the Plan
to
the contrary. This Schedule includes the following
parts:
|
B-1
|
Transfer
of Funds from the Shell Employee Stock Ownership
Plan
|
|
B-2
|
Rollover
of Distributed Funds from Kernridge Savings
Plan
|
|
B-3
|
Assets
Transferred from the Siemens Savings
Plan
|
|
B-4
|
Merger
of CRI Group Savings and Profit Sharing
Plans
|
|
B-5
|
Grant
of Past Service Credit to Willow Island
Employees
|
|
B-6
|
Grant
of Past Service Credit to Alliance Company
Employees
|
|
B-7
|
Assets
Transferred from the Pennzoil-Quaker State Company Savings and Investment
Plan and the Pennzoil-Quaker State Company Savings and Investment
Plan for
Hourly Employees
|
|
B-8
|
Merger
of Shell Trading Savings Plan
|
|
B-9
|
Grant
of Past Service Credit to PQS Company Employees and JLI Company
Employees
|
|
B-10
|
Merger
of Shell Pay Deferral Investment
Fund
|
TRANSFER
OF FUNDS FROM THE
SHELL
EMPLOYEE STOCK OWNERSHIP PLAN
Section
1. Transfer of Undistributed Accounts.
In
connection with the termination of the Shell Employee Stock Ownership Plan
(the
“SESOP”), the undistributed accounts thereunder of Members and former Members
shall be transferred directly to the Fund, consistent with Article 11.9 of
the
SESOP regulations, including the six-month provision of such Article
11.9.
Section
2. Mapping of Company and Member Contributions.
Cash
and
ordinary shares of Royal Dutch Petroleum Company attributable to contributing
company contributions under the SESOP shall be initially transferred to the
Royal Dutch Stock Fund hereunder and shall thereafter be subject to transfer
to
the other Optional Funds in accordance with the terms of the
Regulations. Ordinary shares of Royal Dutch Petroleum Company
attributable to member contributions under the SESOP shall be converted to
cash
and, together with all other amounts attributable to member contributions
thereunder, shall be initially transferred to the Thrift Fund, and shall
thereafter be subject to transfer to the other Optional Funds (with the
exception of the Royal Dutch Stock Fund) in accordance with the terms of the
Regulations.
Section 3. Treatment
of SESOP Member Contributions.
For
purposes of Section 10.2 concerning the right to withdraw Member
contributions, SESOP member contributions which are transferred to this Fund
shall be treated as amounts paid into this Fund by the Member.
Section
4. Governing Rules.
Amounts
transferred to this Fund from the SESOP shall be governed by the terms of the
Regulations and Trust Agreement and shall not be subject to the requirements
of
Sections 409 and 401(a)(28) of the Code or of the SESOP regulations and trust
agreement.
ROLLOVER
OF DISTRIBUTED FUNDS FROM KERNRIDGE SAVINGS PLAN
Section
1. Investment of Rollover Amounts.
The
Fund
may receive on behalf of participants in the Savings Plan for Covered Former
Employees of Kernridge Oil Company (the “Kernridge Savings
Plan”) the entire amount of the December 31, 1990 distribution
(excluding participant contributions) to such participants from such
plan. This amount initially shall be deposited to the Thrift Fund and
thereafter shall be available for transfer to the other Optional Funds (with
the
exception of the Royal Dutch Stock Fund prior to November 24, 1997) in
accordance with the terms of the Regulations.
Section 2. Investment
Restrictions.
|
(a)
|
Xxxxx
to November 24, 1997, each such participant can transfer to his Royal
Dutch Stock Account from any other Optional Fund Accounts only when
the
combined value of the company contributions to his other Optional
Fund
Accounts plus the earnings thereon is at least equal to the value
of such
participant’s rolled-over amount plus all earnings thereon as calculated
in accordance with this paragraph. Prior to November 24, 1997, only
that amount in the participant’s other Optional Fund Accounts which is in
excess of the value of the rolled-over amount plus earnings thereon
(as
calculated in accordance with this paragraph) may be transferred
to the
Royal Dutch Stock Fund. For the purpose of determining the
amount which cannot be transferred by such a participant from his
other
Optional Funds, earnings on the rolled-over amount shall be calculated
prospectively, at least annually, as if the rolled-over amount were
invested in the Thrift Fund.
|
|
(b)
|
The
restriction on transfer described in Section 2(a) of this Schedule
B-2 is to be used only to determine the amounts which may be transferred
from a participant’s other Optional Fund Accounts to his Royal Dutch Stock
Account and is not intended to require the participant to maintain
a
minimum balance in his other Optional Fund
Accounts.
|
Section 3. Governing
Rules.
Amounts
rolled over to this Fund from the Kernridge Savings Plan shall be governed
by
the applicable terms of the Regulations and Trust Agreement for the
Fund.
ASSETS
TRANSFERRED FROM THE SIEMENS SAVINGS PLAN
Section
1. Definitions.
For
purposes of this Schedule B-3, the following terms shall have the meanings
given
below:
|
(a)
|
“Former
Siemens Solar Employee” shall mean any participant in the Siemens
Savings Plan as of January 1, 2002, who
was:
|
|
|
(1)
|
an
active employee of Siemens Solar Industries L.P. (“SSI”)
as of December 31, 2001,
|
|
|
(2)
|
an
employee of SSI as of the Closing Date of the Siemens Solar Transaction,
including an employee on an employer authorized leave of absence
or
receiving short-term or long-term disability benefits,
or
|
|
|
(3)
|
a
retired or vested terminated employee of SSI as of the Closing Date,
and
|
|
|
with
respect to whom assets were transferred from the Siemens Savings
Plan to
the Fund.
|
|
(b)
|
“Siemens
Savings Plan” shall mean the Siemens Savings Plan as sponsored by
the Siemens Corporation as of the Closing
Date.
|
|
(c)
|
“Siemens
Solar Transaction” shall mean that transaction described in that
Framework Agreement dated February 20, 2001, by and between Siemens
Aktiengesellschaft, Shell Erneuerbare Energien GmbH, and E.ON Energie
Ag.
|
|
(d)
|
“Closing
Date” shall mean April 3,
2001.
|
Section 2. Account
Crediting.
|
(a)
|
Account
balances transferred from the Siemens Savings Plan pursuant to the
Siemens
Solar Transaction, other than amounts attributable to salary reduction
contributions made under such plan, shall be credited to the respective
accounts established hereunder for the benefit of Former Siemens
Solar
Employees. Such Former Siemens Solar Employees or their
beneficiaries thereunder shall be fully vested in all amounts credited
to
their accounts in connection with such transfer. The Plan
Administrator may establish such special transitional rules as he
deems
appropriate in connection with such transfer of
assets.
|
|
(b)
|
That
portion of a Former Siemens Solar Employee’s account balance under the
Siemens Savings Plan as of December 31, 2001, attributable to
employer matching contributions under the Siemens Savings Plan shall
be
credited to his Prior Plan Fully Vested Match Subaccount separate
account
hereunder on behalf of such Former Siemens Solar Employee (sometimes
referred to herein as “Prior Plan Fully Vested Match
Subaccount”). A Former Siemens Solar Employee’s investment
directions for his employer contributions account shall also be applicable
to such special account.
|
Section 3. Service
Crediting.
Each
Former Siemens Solar Employee shall be credited as of January 1, 2002, with
Participation Service and Accredited Service equal to the amount of service
credited to such Former Siemens Solar Employee for vesting purposes under the
terms of the Siemens Savings Plan as of December 31, 2001.
MERGER
OF CRI GROUP SAVINGS AND PROFIT SHARING PLANS
Section
1. Definitions.
For
purposes of this Schedule B-4, the following terms shall have the meanings
given
below:
|
(a)
|
“CRI
Profit Sharing Account” shall mean, for a given CRI Profit
Sharing Participant, the amount, if any, accrued as of July 31, 2003,
in his account in the CRI Group Profit Sharing
Plan.
|
|
(b)
|
“CRI
Profit Sharing Participant” shall mean a person participating in
the CRI Group Profit Sharing Plan as of July 31,
2003.
|
|
(c)
|
“CRI
Savings Accounts” shall mean, for a given CRI Savings
Participant, the amount, if any, accrued as of December 31, 2002, in
his matching, rollover, and post-tax accounts in the CRI Group Savings
Plan.
|
|
(d)
|
“CRI
Savings Participant” shall mean a person participating in the CRI
Group Savings Plan as of December 31,
2002.
|
Section
2. Transfer of Accounts.
|
(a)
|
A
CRI Savings Participant shall have his CRI Savings Account transferred
to
the Fund as of January 1, 2003, by virtue of the merger of the
accounts of all CRI Savings Participants into the Fund as of
January 1, 2003.
|
|
(b)
|
A
CRI Profit Sharing Participant shall have his CRI Profit Sharing
Account
transferred to the Fund as of August 1, 2003, by virtue of the merger
of the accounts of all CRI Profit Sharing Participants into the Fund
as of
August 1, 2003.
|
Section
3. Vesting of Matching Subaccount.
A
CRI
Savings Participant shall be fully vested in all amounts credited to the
matching subaccount of his CRI Savings Account as of December 31, 2002, in
connection with the plan merger.
GRANT
OF PAST SERVICE CREDIT TO WILLOW ISLAND EMPLOYEES
Section
1. Definitions.
For
purposes of this Schedule B-5, the following terms shall have the meanings
given
below:
|
(a)
|
“Cytec
Savings Plan” shall mean the Cytec Employees’ Savings and Profit
Sharing Plan established and maintained by Cytec Industries Inc.
for,
among others, employees of its Willow Island
Plant.
|
|
(b)
|
“Option”
shall mean the option granted to CRI International, Inc. to acquire
the
Willow Island Plant from Cytec Industries
Inc.
|
|
(c)
|
“Willow
Island Employee” shall mean a person formerly employed by Cytec
Industries Inc. at its Willow Island Plant who became an employee
of a
Contributing Company in connection with the exercise of the
Option.
|
|
(d)
|
“Willow
Island Plant” shall mean the manufacturing facility at Willow
Island, West Virginia.
|
Section 2. Grant
of Past Service Credit.
As
of
September 1, 2003, each Willow Island Employee shall be credited with
Participation Service and Accredited Service equal to the amount of service
credited to such employee for purposes of vesting and eligibility to participate
under the Cytec Savings Plan.
GRANT
OF PAST SERVICE CREDIT TO ALLIANCE COMPANY EMPLOYEES
Section
1. Definitions.
For
purposes of this Schedule B-6, the following terms shall have the meanings
given
below:
|
(a)
|
“Alliance
Companies” shall mean Equilon Enterprises LLC, Motiva Enterprises
LLC, Equiva Services LLC, Equiva Trading Company, or Shell Pipeline
Company LP (formerly doing business as Equilon Pipeline Company
LLC).
|
|
(b)
|
“Alliance
Savings Plan” shall mean that certain defined contribution
pension plan sponsored by the Alliance Companies for their employees
from
April 1, 1999, to July 11, 2003.
|
|
(c)
|
“Alliance
Company Employee” means an employee of an Alliance Company for
all or any part of the period between April 1, 1999, and December
31,
2002, (1) who was an employee of Equilon Enterprises LLC or Shell
Pipeline
Company LP on and immediately before January 1, 2003, the date on
which
each such company became a Contributing Company; or (2) who became
an
Employee of a Contributing Company immediately following such employee’s
termination of employment with an Alliance Company and on or before
January 1, 2003.
|
Section
2. Grant of Past Service Credit.
As
of
January 1, 2003 (or as of such earlier date that an Alliance Company Employee
became an Employee of a Contributing Company), each Alliance Company Employee
shall be credited with Participation Service and Accredited Service equal to
the
benefit service credited to such employee under the Alliance Savings Plan,
but
only to the extent such benefit service has not already been credited for such
purposes under the Regulations.
ASSETS
TRANSFERRED FROM THE PENNZOIL-QUAKER STATE
COMPANY
SAVINGS AND INVESTMENT PLAN AND THE
PENNZOIL-QUAKER
STATE COMPANY SAVINGS AND INVESTMENT
PLAN
FOR HOURLY EMPLOYEES
Section
1. Definitions.
For
purposes of this Schedule B-7, the following terms shall have the meanings
given
below:
|
(a)
|
“Former
PQS Participant” shall mean any individual who met each of the
following characteristics:
|
|
|
(1)
|
transferred
employment directly from a company participating in one of the Relevant
Plans to a Contributing Company during the period October 1,
2002, to November 1, 2004, or was an employee of Pennzoil-Quaker
State
Company on and immediately before January 1, 2004, the day in which
such company became a Contributing Company,
and
|
|
|
(2)
|
as
of November 2, 2004, was not employed by Xxxxx Xxxx
International, Inc., Q Lube, Inc., or Pennzoil-Quaker State International
Corporation.
|
|
(b)
|
“Relevant
Plans” means the Pennzoil-Quaker State Company Savings and
Investment Plan and the Pennzoil-Quaker State
Company Savings and Investment Plan for Hourly
Employees.
|
Section
2. Subaccounts Credited.
|
(a)
|
In
connection with the transfer of assets from the Relevant Plans on
or about
December 23, 2004, account balances---other than amounts attributable
to salary reduction contributions including catch-up contributions
made
under the Relevant Plans and other than assets in the form of loans
transferred to the Shell Pay Deferral Investment Fund---shall be
credited
to the respective subaccounts established herein for the benefit
of Former
PQS Participants. The Plan Administrator may establish such
special transitional rules as he deems appropriate in connection
with such
transfer of assets.
|
|
(b)
|
Notwithstanding
the above, assets transferred from the Relevant Plans that were separately
accounted for in sources
designated:
|
|
|
(1)
|
as
either the “Company Match Account” or the
“Company Match Vested Account” in the PQS Administrative
Manual as of November 2004, shall be credited to the Prior Plan Company
Contribution Subaccount established under the
Fund;
|
|
|
(2)
|
as
the “Prior Employer Match Account,” the “Prior
Plan Match Account,” the “Prior Plan P/S
Account,” or the “Prior Plan ESOP Account” in
the PQS Administrative Manual as of November 2004, shall be credited
to
the Pre-Tax Rollover Subaccount established under the Fund;
or
|
|
|
(3)
|
as
either the “Safe Harbor Match Account” or the
“Prior Company Match Account” in the PQS Administrative
Manual as of November 2004, shall be credited to the Company Contribution
Subaccount established under the
Fund.
|
MERGER
OF SHELL TRADING SAVINGS PLAN
Section
1. Subaccounts Credited.
|
(a)
|
In
connection with the merger and transfer of assets from the Shell
Trading
Savings Plan into the Fund on or about December 29, 2004, account
balances---other than amounts attributable to salary reduction
contributions including catch-up contributions made under the Shell
Trading Savings Plan and other than assets in the form of loans
transferred to the Shell Pay Deferral Investment Fund---shall be
credited
to the respective subaccounts established herein. The Plan
Administrator may establish such special transitional rules as he
deems
appropriate in connection with such transfer of
assets.
|
|
(b)
|
Notwithstanding
the above, assets transferred from the Shell Trading Savings Plan
that
were credited to
|
|
|
(1)
|
the
“Alliance Company Contribution Account” in such plan
shall be credited to the Prior Plan Company Contribution Subaccount
established under the Fund;
|
|
|
(2)
|
the
“Matching Account” in such plan shall be credited to the
Company Match Account and shall be subject to the vesting schedule
as
described in Schedule D;
|
|
|
(3)
|
the
“LEDCO Account” in such plan shall be credited to the
Company Contribution Subaccount established under the
Fund.
|
GRANT
OF PAST SERVICE CREDIT TO PQS COMPANY EMPLOYEES AND JLI COMPANY
EMPLOYEES
Section
1. Definitions.
For
purposes of this Schedule B-9, the following terms shall have the meanings
given
below:
|
(a)
|
“JLI”
means Jiffy Lube International,
Inc.
|
|
(b)
|
“JLI
Company Employee” means an employee of JLI, PQS International, or
QLube who becomes an Employee of Pennzoil-Quaker State Company or
another
Contributing Company immediately following such employee’s termination of
employment with JLI, PQS International, or QLube after January 1,
2004.
|
|
(c)
|
“PQS
Company Employee” means (1) an employee of Pennzoil-Quaker State
Company on and immediately before January 1, 2004, the date on which
such company became a Contributing Company; or (2) an employee of
Pennzoil-Quaker State Company who, on or before January 1, 2004,
became an Employee of a Contributing Company immediately following
such
employee’s termination of employment with Pennzoil-Quaker State Company on
or after October 1, 2002.
|
|
(d)
|
“PQS
International” means Pennzoil-Quaker State International
Corporation.
|
|
(e)
|
“PQS
Savings Plans” means the Pennzoil-Quaker State Company Savings
and Investment Plan (as amended and restated effective January 1,
2001, and as subsequently amended) and the Pennzoil-Quaker State
Company
Savings and Investment Plan for Hourly Employees (as amended and
restated
effective January 1, 2001, and as subsequently
amended). Such term shall include any tax-qualified employee
benefit plan into which any of the foregoing is merged or any other
tax-qualified successor plan.
|
|
(f)
|
“QLube”
means Q Lube, Inc.
|
Section
2. Service Credited.
Effective
January 1, 2004, the date on which Pennzoil-Quaker State Company became a
Contributing Company, (or as of such earlier date that a PQS Company Employee
became an Employee of a Contributing Company), each PQS Company Employee shall
be credited with Participation Service and Accredited Service equal to the
service credited to such employee under the PQS Savings Plans, but only to
the
extent such service has not already been credited to him for such purposes
under
the Regulations of this Fund. Effective as of the date on or after
January 2, 2004, that a JLI Company Employee became an Employee of a
Contributing Company, such JLI Company Employee shall be credited with
Participation Service and Accredited Service equal to the service credited
to
such employee under the PQS Savings Plans, but only to the extent such service
has not already been credited to him for such purposes under the
Regulations.
MERGER
OF SHELL PAY DEFERRAL INVESTMENT FUND
Section 1. Subaccounts
Credited.
In
connection with the merger of the Shell Pay Deferral Investment Fund into the
Fund on or about June 18, 2007, account balances attributable to elective
deferrals and qualified non-elective contributions and to catch-up contributions
made under the Shell Pay Deferral Investment Fund shall be credited to the
respective subaccounts in accordance with Section 14 of the
Regulations. The Plan Administrator may establish such special
transitional rules as he deems appropriate in connection with such transfer
of
assets.
Section 2. Interpretation
of Amended and Restated Regulations and Trust Agreement.
Effective
June 18, 2007, upon the merger of the Shell Pay Deferral Investment Fund into
this Fund, the Regulations and Trust Agreement have been amended and restated
to
reflect: the merger; the addition of an automatic enrollment feature, Member
Pre-Tax Contributions, Member Catch-Up Contributions, Hardship Withdrawals,
new
Tier III Investment Offerings, managed account, and the self-directed
brokerage feature known as BrokerageLink; and the new Default
Funds. Except with respect to these changes, Shell Oil Company does
not intend to alter the Contributions and benefits available hereunder, the
rights and entitlements thereto, or the limitations thereon. The Plan
Administrator and the Trustees shall interpret the Regulations and Trust
Agreement accordingly. Shell Oil Company reserves the right to
correct any scrivener’s errors as permitted by applicable law.
PART I
OF SCHEDULE C
Tier
I
Lifecycle
Funds
LifePath®
Retirement
Fund
LifePath
2010®
Fund
LifePath
2020®
Fund
LifePath
2030®
Fund
LifePath
2040®
Fund
Tier
II
Core
Funds
1-3
Year
Government Bond Index Fund
A
fund
using a stratified sampling approach to aim to match the performance of the
Xxxxxx Brothers 1-3 Year Government Bond Index, an unmanaged index that measures
the performance of U.S. government-issued bonds with maturities greater than
one
year but less than three years.
20+
Treasury Bond Index Fund
A
fixed-income index fund designed to match the performance of the Xxxxxx Brothers
20+ Treasury Index and consisting exclusively of U.S. Treasury issues with
maturities greater than 20 years which are guaranteed timely interest and
principal payments by the full faith and credit of the U.S. government and
certain short-term investments.
Government/Credit
Bond Index Fund
A
fund
using a stratified sampling approach to aim to match the performance of the
Xxxxxx Brothers Government/Credit Bond Index, an unmanaged index that measures
the performance of U.S. government and high-quality corporate bonds with
maturities of at least one year.
Intermediate
Government Bond Index Fund
A
fixed-income index fund designed to match the performance of the Xxxxxx Brothers
Intermediate Government Bond Index and consisting exclusively of U.S. government
issued bonds which are guaranteed timely interest and principal payments by
the
full faith and credit of the U.S. government and certain short-term
investments.
Mid-Cap
Equity Index Fund
A
broadly
diversified equity index fund designed to match the performance of the S&P
MidCap 400 Index and consisting primarily of the equities of mid-sized U.S.
companies.
Royal
Dutch Shell Stock Fund
A
non-diversified, unmanaged, unitized fund consisting primarily of RDS Class
A
American depositary receipts representing Class A ordinary shares of Royal
Dutch
Shell plc and short-term instruments.
Xxxxxxx
1000 Index Fund
A
diversified large-capitalization equity index fund that aims to match the
performance of the Xxxxxxx 1000® Equity Index and measures the performance of
the 1,000 largest companies in the Xxxxxxx 3000® Index.
Xxxxxxx
1000 Growth Index Fund
A
diversified large-capitalization equity index fund that aims to match the
performance of the Xxxxxxx 1000® Growth Index.
Xxxxxxx
1000 Value Index Fund
A
diversified large-capitalization equity index fund that aims to match the
performance of the Xxxxxxx 1000® Value Index.
Xxxxxxx
2000® Equity
Index Fund
A
small
capitalization equity index fund designed to match the performance of the
Xxxxxxx 2000® Index and consisting primarily of small capitalization
securities.
Xxxxxxx
2000 Value
Index Fund
A
small-capitalization equity index fund that aims to match the performance of
the
Xxxxxxx 2000® Value Index.
Xxxxxxx
2000 Growth Index Fund
A
small-capitalization equity index fund that aims to match the performance of
the
Xxxxxxx 2000® Growth Index.
Spartan®
International Index
Fund – Investor Class
An
international growth fund that seeks to provide investment results that
correspond to the total returns of foreign stock markets.
Thrift
Fund
A
fund
consisting of such fixed-income investments as the Trustees shall from time
to
time determine in accordance with the Trust Agreement. Investments
may include, but shall not be limited to, investment contracts of insurance
companies or financial institutions and high quality, short-term, U.S.
dollar-denominated money market securities issuers.
U.
S.
Debt Index Fund
A
broad
fixed-income index fund designed to match the performance of the Xxxxxx Brothers
Aggregate Bond Index and consisting primarily of investment-grade bonds with
maturities of at least one year including U.S. government, corporate,
mortgage-backed, and asset-backed bonds.
U.
S.
Equity Index Fund
An
equity
index fund designed to approximate the composition and total return of the
Standard & Poor’s Composite Index of 500 Stocks (S&P 500®) and
consisting primarily of the common stocks that make up the S&P
500®. Except as provided in Section VI of the Trust Agreement, assets
of the U. S. Equity Index Fund shall not be invested in securities of any
of the Contributing or Affiliated Companies.
U.
S.
Equity Market Fund
A
total
market equity index fund designed to match the performance of the Barclays’ U.S.
Equity Market Index and consisting primarily of the publicly available universe
of equity shares.
U.
S.
Treasury Inflation Protected Securities Index Fund
A
fund
using a full-replication approach to aim to match the performance of the Xxxxxx
Brothers U.S. Treasury Inflation Protection Securities Index, an unmanaged
index
that measures the performance of inflation-indexed bonds issued by the U.S.
Treasury.
Tier
III
Mutual
Fund Window
Such
of
the following mutual funds as are from time to time available through Fidelity’s
FundsNetSM
program and all Fidelity mutual funds not offered in Tier
II:
AIM
Basic
Value Fund Class A
AIM
Constellation Fund Class A
AIM
Dynamics Fund – Investor Class
AIM
Global Aggressive Growth Fund Class A
AIM
Mid
Cap Core Equity Fund Class A
Xxxxx
Capital Appreciation Fund – Institutional Class
Xxxxx
Mid
Cap Growth Fund – Institutional Class
Xxxxx
Small Cap Fund – Institutional Class
AllianceBernstein
Small/Mid Cap Value Fund – Class A
Allianz
CCM Capital Appreciation Fund – Administrative Class
Allianz
CCM Mid-Cap Fund – Administrative Class
Allianz
NFJ Small Cap Value Fund – Administrative Class
American
Beacon Balanced Fund – PlanAhead Class
American
Beacon International Equity Fund– PlanAhead Class
American
Beacon Large Cap Value Fund – PlanAhead Class
American
Beacon Short-Term Bond Fund – PlanAhead Class
American
Century Large Company Value Fund – Investor Class
American
Century Small Company Fund – Investor Class
American
Century Ultra Fund – Investor Class
American
Century Vista – Investor Class
Xxxxx
Appreciation Fund
Ariel
Fund
Artisan
International Fund – Investor Class
Artisan
Mid Cap Fund – Investor Class
Artisan
Mid Cap Value Fund – Investor Class
Baron
Asset Fund
Baron
Growth Fund
Baron
Small Cap Fund
Xxxxxxx
Capital Accumulation Fund – Class A
Xxxxxxx
New Vision Small Cap Fund – Class A
Xxxxxxx
Social Investment Fund Balanced Portfolio – Class A
Xxxxxxx
Social Investment Fund Bond Portfolio – Class A
Xxxxxxx
Social Investment Fund Equity Portfolio – Class A
Xxxxxxx
World Values International Equity Fund – Class A
Columbia
Acorn Select Fund – Class Z
Columbia
Conservative High Yield Fund - Class Z
Credit
Suisse Global Fixed Income Fund – Common Shares
Credit
Suisse International Focus Fund – Common Shares
Credit
Suisse Large Cap Growth Fund – Common Shares
Credit
Suisse Large Cap Value Fund – Class A
Credit
Suisse Mid-Cap Core Fund – Common Shares
Credit
Suisse Small Cap Core Fund – Common Shares
CRM
Mid
Cap Value Fund – Investor Class
Domini
Social Equity Fund – Investor Shares
Xxxxxxx
Founders Balanced Fund – Class F
Dreyfus
Founders Discovery Fund – Class F
Xxxxxxx
Founders Equity Growth Fund – Class F
Xxxxxxx
Founders Growth Fund – Class F
Dreyfus
Founders Mid-Cap Growth Fund – Class F
Dreyfus
Founders Passport Fund – Class F
Dreyfus
Founders Worldwide Growth Fund – Class F
DWS
Global Opportunities Fund – Class S
DWS
Growth & Income Fund – Class S
DWS
International Fund – Class S
DWS
–
Dreman High Return Equity Fund – A
Fidelity
Aggressive Growth Fund
Fidelity
Aggressive International Fund
Fidelity
Asset ManagerR
20%
Fidelity
Asset Manager R
50%
Fidelity
Asset Manager R
70%
Fidelity
Asset Manager R
85%
Fidelity
Balanced Fund
Fidelity
Blue Chip Growth Fund
Fidelity
Blue Chip Value Fund
Fidelity
Canada Fund
Fidelity
Capital & Income Fund
Fidelity
Capital Appreciation Fund
Fidelity
Cash Reserves
Fidelity
China Region Fund
Fidelity
Contrafund
Fidelity
Convertible Securities Fund
Fidelity
Disciplined Equity Fund
Fidelity
Diversified International Fund
Fidelity
Dividend Growth Fund
Fidelity
Emerging Markets Fund
Fidelity
Equity-Income Fund
Fidelity
Equity-Income II Fund
Fidelity
Europe Capital Appreciation Fund
Fidelity
Europe Fund
Fidelity
Export and Multinational Fund
Fidelity
Fifty Fund
Fidelity
Floating Rate High Income Fund
Fidelity
Focused High Income Fund
Fidelity
Focused Stock Fund
Fidelity
Four in One Index Fund
Fidelity
Freedom 2000 Fund
Fidelity
Freedom 2005 Fund
Fidelity
Freedom 2010 Fund
Fidelity
Freedom 2015 Fund
Fidelity
Freedom 2020 Fund
Fidelity
Freedom 2025 Fund
Fidelity
Freedom 2030 Fund
Fidelity
Freedom 2035 Fund
Fidelity
Freedom 2040 Fund
Fidelity
Freedom 2045 Fund
Fidelity
Freedom 2050 Fund
Fidelity
Freedom Income Fund
Fidelity
Fund
Fidelity
Xxxxxx Xxx Fund
Fidelity
Global Balanced Fund
Fidelity
Government Income Fund
Fidelity
Growth & Income II Portfolio
Fidelity
Growth & Income Portfolio
Fidelity
Growth Company Fund
Fidelity
Growth Discovery Fund
Fidelity
High Income Fund
Fidelity
Independence Fund
Fidelity
Inflation-Protected Bond Fund
Fidelity
Institutional Short-Intermediate Government Fund
Fidelity
Intermediate Bond Fund
Fidelity
Intermediate Government Income Fund
Fidelity
International Discovery Fund
Fidelity
International Real Estate Fund
Fidelity
International Small Cap Fund
Fidelity
International Small Cap Opportunities Fund
Fidelity
International Value Fund
Fidelity
Investment Grade Bond Fund
Fidelity
Japan Fund
Fidelity
Japan Smaller Companies Fund
Fidelity
Large Cap Growth Fund
Fidelity
Large Cap Stock Fund
Fidelity
Large Cap Value Fund
Fidelity
Latin America Fund
Fidelity
Leveraged Company Stock Fund
Fidelity
Low-Priced Stock Fund
Fidelity
Magellan Fund
Fidelity
Mid Cap Growth Fund
Fidelity
Mid Cap Value Fund
Fidelity
Mid-Cap Stock Fund
Fidelity
Mortgage Securities Fund
Fidelity
Nasdaq Composite® Index
Fund
Fidelity
New Markets Income Fund
Fidelity
New Millennium Fund
Fidelity
Nordic Fund
Fidelity
OTC Portfolio
Fidelity
Overseas Fund
Fidelity
Pacific Basin Fund
Fidelity
Puritan Fund
Fidelity
Real Estate Income Fund
Fidelity
Real Estate Investment Portfolio
Fidelity
Retirement Government Money Market Portfolio
Fidelity
Retirement Money Market Portfolio
Fidelity
Select Portfolios: Air Transportation Portfolio
Fidelity
Select Portfolios: Automotive Portfolio
Fidelity
Select Portfolios: Banking Portfolio
Fidelity
Select Portfolios: Biotechnology Portfolio
Fidelity
Select Portfolios: Brokerage and Investment Management
Portfolio
Fidelity
Select Portfolios: Chemicals Portfolio
Fidelity
Select Portfolios: Communications Equipment Portfolio
Fidelity
Select Portfolios: Computers Portfolio
Fidelity
Select Portfolios: Construction and Housing Portfolio
Fidelity
Select Portfolios: Consumer Discretionary Portfolio
Fidelity
Select Portfolios: Consumer Staples Portfolio
Fidelity
Select Portfolios: Defense and Aerospace Portfolio
Fidelity
Select Portfolios: Electronics Portfolio
Fidelity
Select Portfolios: Energy Portfolio
Fidelity
Select Portfolios: Energy Service Portfolio
Fidelity
Select Portfolios: Environmental Portfolio
Fidelity
Select Portfolios: Financial Services Portfolio
Fidelity
Select Portfolios: Gold Portfolio
Fidelity
Select Portfolios: Health Care Portfolio
Fidelity
Select Portfolios: Home Finance Portfolio
Fidelity
Select Portfolios: Industrial Equipment Portfolio
Fidelity
Select Portfolios: Industrials Portfolio
Fidelity
Select Portfolios: Insurance Portfolio
Fidelity
Select Portfolios: IT Services Portfolio
Fidelity
Select Portfolios: Leisure Portfolio
Fidelity
Select Portfolios: Materials Portfolio
Fidelity
Select Portfolios: Medical Delivery Portfolio
Fidelity
Select Portfolios: Medical Equipment and Systems Portfolio
Fidelity
Select Portfolios: Money Market Portfolio
Fidelity
Select Portfolios: Multimedia Portfolio
Fidelity
Select Portfolios: Natural Gas Portfolio
Fidelity
Select Portfolios: Natural Resources Portfolio
Fidelity
Select Portfolios: Networking and Infrastructure Portfolio
Fidelity
Select Portfolios: Paper and Forest Products Portfolio
Fidelity
Select Portfolios: Pharmaceuticals Portfolio
Fidelity
Select Portfolios: Retailing Portfolio
Fidelity
Select Portfolios: Software and Computer Services
Portfolio
Fidelity
Select Portfolios: Technology Portfolio
Fidelity
Select Portfolios: Telecommunications Portfolio
Fidelity
Select Portfolios: Transportation Portfolio
Fidelity
Select Portfolios: Utilities Growth Portfolio
Fidelity
Select Portfolios: Wireless Portfolio
Fidelity
Short-Term Bond Fund
Fidelity
Small Cap Growth Fund
Fidelity
Small Cap Independence Fund
Fidelity
Small Cap Retirement Fund
Fidelity
Small Cap Stock Fund
Fidelity
Small Cap Value Fund
Fidelity
Southeast Asia Fund
Fidelity
Stock Selector
Fidelity
Strategic Dividend & Income Fund
Fidelity
Strategic Income Fund
Fidelity
Strategic Real Return Fund
Fidelity
Total Bond Fund
Fidelity
Trend Fund
Fidelity
U.S. Bond Index Fund
Fidelity
U.S. Government Reserves
Fidelity
Ultra-Short Bond Fund
Fidelity
Utilities Fund
Fidelity
Value Discovery Fund
Fidelity
Value Fund
Fidelity
Value Strategies Fund
Fidelity
Worldwide Fund
FMA
Small
Company Portfolio
FPA
Crescent Portfolio – Institutional Class
Franklin
Small-Mid Cap Growth Fund – Class A
Hartford
Growth Fund – Class Y
Hartford
International Capital Appreciation Fund – Class Y
Hartford
SmallCap Growth – Class Y
Janus
Balanced Fund
Janus
Enterprise Fund
Janus
Flexible Bond Fund
Janus
Fund
Janus
Mercury Fund
Janus
Twenty Fund
Janus
Worldwide Fund
Xxxx
Xxxxx Partners Aggressive Growth Fund – Class A
Xxxx
Xxxxx Partners Large Cap Growth Fund – Class A
Xxxx
Xxxxx Value Trust – FI Class
Xxxxxx
Brothers Core Bond Fund – Investor Class
Xxxxxx
Brothers High Income Bond Fund – Investor Class
Xxxxxx
Xxxxxx Growth – Class A
Xxxxxx
Xxxxxx Small Cap Value – Retail Class
Xxxx
Xxxxxx Affiliated Fund – Class A
Xxxx
Xxxxxx Mid Cap Value Fund – Class A
Xxxx
Xxxxxx Mid-Cap Value Fund – Class P
Xxxx
Xxxxxx Small-Cap Blend Fund – Class A
Managers
AMG Essex Large Cap Growth Fund
Managers
Bond Fund
Managers
Special Equity Fund
Managers
Value Fund
MS
Institutional Fund Active International Allocation Portfolio – Class
B
MS
Institutional Fund Emerging Markets Portfolio – Class B
MS
Institutional Fund Global Value Equity Portfolio – Class B
MS
Institutional Fund International Equity Portfolio – Class B
MS
Institutional Fund International Magnum Portfolio – Class B
MS
Institutional Fund Large Cap Relative Value Portfolio – Class B
MS
Institutional Fund Small Company Growth Portfolio – Class B
MS
Institutional Fund Trust Balanced Portfolio – Adviser Class
MS
Institutional Fund Trust Core Plus Fixed Income Portfolio – Adviser
Class
MS
Institutional Fund Trust High Yield Portfolio – Adviser Class
MS
Institutional Fund Trust Mid Cap Growth Portfolio – Adviser Class
MS
Institutional Fund Trust Value Portfolio – Adviser Class
MS
Institutional Fund U. S. Large Cap Growth Portfolio – Class B
Mutual
Discovery Fund A – Class A
Mutual
Shares Fund A – Class A
Nationwide
Mid-Cap Growth Leaders Fund – Class A
Nationwide
Value Opportunities Fund – Class A
Xxxxxxxxx
Xxxxxx Xxxxxxxx Fund – Investor Class
Xxxxxxxxx
Xxxxxx Focus Fund – Trust Class
Xxxxxxxxx
Xxxxxx Genesis Fund – Trust Class
Xxxxxxxxx
Xxxxxx Guardian Fund – Trust Class
Xxxxxxxxx
Xxxxxx International Fund – Trust Class
Xxxxxxxxx
Xxxxxx Manhattan Fund – Trust Class
Xxxxxxxxx
Xxxxxx Partners Fund – Trust Class
Xxxxxxxxx
Xxxxxx Regency Fund – Trust Class
Xxxxxxxxx
Xxxxxx Socially Responsive Fund – Trust Class
Old
Mutual Copper Rock Emerging Growth Fund – Class Z
Old
Mutual Growth Fund – Class Z
Old
Mutual Large Cap Fund – Class Z
Old
Mutual Mid-Cap Fund – Class Z
Old
Mutual Strategic Small Company Fund – Class Z
Phoenix
Mid-Cap Value Fund – Class A
Phoenix
Small-Mid Cap Fund – Class I
PIMCO
Global Bond Fund (unhedged) – Administrative Class
PIMCO
High Yield Fund– Administrative Class
PIMCO
Long-Term U.S. Government Fund – Administrative Class
PIMCO
Low
Duration Fund – Administrative Class
PIMCO
Real Return Fund – Administrative Class
PIMCO
Total Return Fund – Administrative Class
Rainier
Small/Mid Cap Equity Portfolio – Investor Class
Rice
Xxxx
Xxxxx Micro Cap Portfolio – Institutional Class
Xxxxx
Xxx-Priced Stock Fund – Service Class
Royce
Opportunity Fund – Service Class
Xxxxx
Total Return Fund – Service Class
Royce
Value Plus Fund – Service Class
RS
Emerging Growth Fund – Class A
RS
Partners – Class A
RS
Smaller Company Growth Fund – Class A
RS
Value
Fund – Class A
Spartan
500 Index Fund – Investor Class
Spartan
Extended Market Index Fund – Investor Class
Spartan
Intermediate Treasury Bond Index Fund – Investor Class
Spartan
Long Term Treasury Bond Index – Investor Class
Spartan
Short-Term Treasury Bond Index Fund – Investor Class
Spartan
Total Market Index Fund – Investor Class
Spartan
U.S. Equity Index Fund – Investor Class
TCW
Select Equities Fund – Class N
TCW
Small
Cap Growth Fund – Class N
Xxxxxxxxx
Developing Markets Trust – Class A
Xxxxxxxxx
Foreign Fund – Class A
Xxxxxxxxx
Foreign Smaller Companies Fund – Class A
Xxxxxxxxx
Global Bond Fund – Class A
Xxxxxxxxx
Growth Fund, Inc. – Class A
Xxxxxxxxx
World Fund – Class A
The
Oakmark Equity and Income Fund – Class I
The
Oakmark Fund – Class I
The
Oakmark Select Fund – Class I
Touchstone
Sands Capital Select Growth Fund – Class Z
USAA
Cornerstone Strategy Fund
USAA
Emerging Markets Fund
USAA
GNMA
Trust
USAA
Growth Fund
USAA
Income Fund
USAA
Income Stock Fund
USAA
International Fund
Xxx
Xxxxxx Equity and Income Fund – Class A
Xxx
Xxxxxx Growth & Income Fund – Class A
Xxxxx
Fargo Advantage C&B Mid Cap Value Fund – Class D
Wells
Fargo Advantage Common Stock – Fund Z
Xxxxx
Fargo Advantage Discovery Fund – Investor Class
Xxxxx
Fargo Advantage Government Securities Fund – Investor Class
Xxxxx
Fargo Advantage Growth Fund – Investor Class
Xxxxx
Fargo Advantage Large Cap Growth Fund – Investor Class
Xxxxx
Fargo Advantage Mid Cap Disciplined Fund – Investor Class
Xxxxx
Fargo Advantage Opportunity Fund – Investor Class
Xxxxx
Fargo Advantage Short-Term Bond Fund – Investor Class
Xxxxx
Fargo Advantage Small Cap Value Fund – Class Z
Xxxxx
Fargo Advantage Small Company Value Fund – Administrator Class
Xxxxx
Fargo Advantage Ultra Short-Term Income Fund – Investor Class
Western
Asset Core Bond Portfolio – FI Class
Western
Asset Core Plus Bond Portfolio – FI Class
Tier
IV
BrokerageLink
Fidelity
Cash Reserves and such of the following eligible security types as shall be
available through Fidelity BrokerageLink®:
Equities
other than shares or American Depositary Receipts of Royal Dutch Shell
plc;
Corporate
Bonds;
U.S.
Treasuries excluding Savings Bonds;
Certificates
of Deposit;
Zero
Coupon Bonds;
Mortgage-backed
Bonds;
U.S.
Government Agency Bonds; and
Fidelity
mutual funds and non-Fidelity mutual funds available through Fidelity
FundsNetwork®
SPECIAL
VESTING PROVISIONS
1. Vesting
in Prior Plan Scheduled Vesting Match Subaccount. A Member shall have
a nonforfeitable right to his Prior Plan Scheduled Vesting Match Subaccount
in
accordance with the vesting schedule below, except that a Member who dies or
who
terminates his employment after attaining age 65 or qualifying for a disability
pension under the Shell Pension Plan (but disregarding the condition that an
employee have at least 15 years of accredited service) shall be 100% vested
on
such event:
|
Completed
Years
of
Participation
Service
|
Nonforfeitable
Percentage
|
| Less than 1 year |
0%
|
| 1 year |
20%
|
| 2 years |
40%
|
| 3 years |
60%
|
| 4 years |
80%
|
| 5 years |
100%
|
A
Member who terminates employment
prior to attaining a 100% nonforfeitable percentage shall forfeit the non-vested
portion of his Prior Plan Scheduled Vesting Match Subaccount. The
amount forfeited shall be allocated as a forfeiture in accordance with Paragraph
2 below.
If
a Member’s account is restored as
provided in Paragraph 3 below, and if such Member had received a distribution
of
his vested Prior Plan Scheduled Vesting Match Subaccount, and if such Member
subsequently terminates employment prior to attaining a 100% nonforfeitable
percentage in his Prior Plan Scheduled Vesting Match Subaccount, the vested
portion of the Member’s Prior Plan Scheduled Vesting Match Subaccount shall be
determined in the following manner:
At
any
relevant time the Member’s vested portion is not less than an amount (“X”)
determined by the formula:
X
= P(AB
+ D) – D
where
P
is the nonforfeitable percentage at the relevant time; AB is the account balance
at the relevant time; and D is the amount of the nonforfeitable
percentage.
2. Allocation
of Forfeitures. Any amounts forfeited by a Member from his Prior Plan
Scheduled Vesting Match Subaccount shall be applied in the following
order:
|
|
(a)
|
to
restore forfeited amounts to individuals reemployed as an
Employee;
|
|
|
(b)
|
to
restore unclaimed benefits pursuant to Article 19;
and
|
|
|
(c)
|
to
reduce the Contributing Company Contribution under Article 6 to the
extent
of such contributions.
|
3. Restoration
of Forfeitures Upon Reemployment. If a “Former Member,” within the
meaning of the Shell Trading Savings Plan, who has forfeited an amount under
Paragraph 1 above is re-employed, a Contributing Company contribution of the
amount forfeited shall be made and credited to the Member’s Prior Plan Scheduled
Vesting Match Subaccount on behalf of such Member.
4. Special
Vesting Provisions. Notwithstanding Paragraph 1 above, the
following special vesting provisions shall apply:
|
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(a)
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Each
Member who is an Enterprise Transferred Employee shall be fully vested,
effective as of September 17, 1999, in his Prior Plan Scheduled
Vesting Match Subaccount balance attributable to matching contributions
made prior to his transfer to Enterprise Products Company. For purposes
of
this sub-paragraph, an “Enterprise Transferred Employee”
means an individual who is employed by Enterprise Products Company
under
the terms of that Contribution Agreement, dated effective September
17,
1999, between Tejas Energy, LLC and others, including Enterprise
Products
Company, and who was an employee of a participating company under
the
Shell Trading Savings Plan immediately preceding his employment with
Enterprise Products Company.
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(b)
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Each
Member who is employed by InterGen Services, Inc. on January 1, 2001,
in connection with the formation of InterGen North America, LP, a
joint
venture by and between Shell Power GP Holding and Bechtel Enterprises
Holdings, Inc., and who was an employee of a participating company
under
the Shell Trading Savings Plan immediately preceding his employment
with
InterGen Services, Inc., shall be fully vested, effective as of
January 1, 2001, in his Prior Plan Scheduled Vesting Match Subaccount
balance attributable to matching contributions made prior to
January 1, 2001.
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(c)
|
Each
Member who is employed by Enterprise Products Operating L.P. on
April 1, 2001, in connection with that Purchase and Sale Agreement
between Coral Energy, LLC and Enterprises Products Operating L.P.
for the
sale of Coral Energy, LLC’s membership interests in Acadian Gas, LLC to
Enterprise Products Operating L.P., and who is an employee of a
participating company under the Shell Trading Savings Plan immediately
preceding his employment with Enterprise Products Operating L.P.
shall be
fully vested in his Prior Plan Scheduled Vesting Match Subaccount
balance
attributable to matching contributions made prior to April 1,
2001.
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(d)
|
Special
vesting rules in connection with the sale by InterGen (North America)
Inc.
of its equity interests in Tejas Gas, LLC and its subsidiaries to
Xxxxxx
Xxxxxx Energy Partners, L.P. as of February 28,
2002:
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(i)
|
An
individual who on February 28, 2002, is either an employee under the
Shell Trading Savings Plan or an employee of a “25% Affiliated Entity,”
within the meaning of the Shell Trading Savings Plan, who has an
application for employment offer accepted by Xxxxxx Xxxxxx Energy
Partners, L.P. and who performs services with Xxxxxx Xxxxxx Energy
Partners, L.P. as an employee of Xxxxxx Xxxxxx Energy Partners, L.P.
on
March 1, 2002, shall be vested as of February 28, 2002 in his
accrued benefit under the Shell Trading Savings Plan earned through
February 28, 2002.
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(ii)
|
An
individual who on March 14, 2002, is either an employee under the
Shell Trading Savings Plan or an employee of a “25% Affiliated Entity,”
within the meaning of the Shell Trading Savings Plan, who has an
application for employment offer accepted by Xxxxxx Xxxxxx Energy
Partners, L.P., and who performs services with Xxxxxx Xxxxxx Energy
Partners, L.P. as an employee of Xxxxxx Xxxxxx Energy Partners, L.P.
on
March 15, 2002, shall be vested as of March 14, 2002, in his
accrued benefit under the Shell Trading Savings Plan earned through
March 14, 2002.
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SPECIAL
COMPENSATION RULES
Compensation
of a Member shall also
include the amount of the reduction of a Member’s Base Pay and Variable Pay
solely as a result of a portion of such Member’s base salary and variable pay
not being subject to The Netherlands income and social insurance tax, if
any.
|
Part
One
|
|||
| Business Entity | Date of Adoption | ||
| Billiton Metals Inc. | January 1, 1993 | ||
|
Part
Two
|
|||
| Business Entity | Date of Acquisition | ||
| The Goodyear Tire & Rubber Company | December 18, 1992 | ||
| Hi-Tek Polymers, Inc. | April 1, 1993 | ||
| Schering Berlin Polymers, Inc. | April 2, 1993 |
Part
One
Incentive
Compensation Plans
Incentive
Compensation Plan (as adopted by Shell Oil Company and certain of its
subsidiaries with effect from 1/1/94)
Shell
Polypropylene Company 1995 Incentive Compensation Plan
Success
Shares - CalResources Incentive Compensation Plan
Part
Two
(Intentionally
left blank)
TRUST
AGREEMENT
TRUST
AGREEMENT, dated as of the 1st
day of September 1939, and as amended through June 18, 2007, between the
Contributing Companies listed on Schedule A to the Regulations and such
other Affiliated Companies as may become parties hereto from time to time as
hereinafter provided, and X. X. Xxxxx, X. X. Xxxxxxxx,
X. X. Xxxxxxxx, X. Xxxxx, X. X. Xxxxxxxxxx, and
X. X. Xxxxxxx, as Trustees, and such other persons as may become
Trustees hereunder from time to time as hereinafter provided,
W
I T N E S S E T H:
WHEREAS,
each of the Contributing
Companies named in Schedule A desired to adopt, for the exclusive benefit
of its Employees and their Beneficiaries who become Beneficiaries of the Fund
hereinafter described, a contributory plan to provide for such Employees upon
their retirement from employment and, as part of the plan, to join in the
creation of a trust of personal property to be known as the “Shell Provident
Fund” to which contributions are to be made by said Employing Company and
payments are to be made by said Employees for the purpose of distributing to
said Employees the principal and earnings of the funds to be accumulated in
the
Fund arising from said Company Contributions and Member Contributions in
accordance with the provisions of the Regulations;
WHEREAS,
the plan and the trust fund to
be created, are to be administered by Trustees as hereinafter and in the
Regulations provided; and
WHEREAS,
by the execution of this
instrument, each of the Contributing Companies desires to evidence its adoption
of the plan and its joining in the creation of such Fund, and the Trustees
desire to evidence their acceptance of the Fund,
NOW,
THEREFORE, in consideration of the
premises and of the covenants hereinafter set forth, the Contributing Companies
which are or become parties hereto and the Trustees hereby agree each with
the
other as follows:
ADOPTION
OF THE PLAN, CREATION OF THE TRUST,
AND
DESIGNATION OF THE TRUSTEES
A. Each
of the Contributing Companies hereby adopts the plan as set forth herein and
in
the Regulations for the exclusive benefit of its Employees and their
Beneficiaries and, as part of the plan, hereby joins in the creation of the
Fund
as a trust of personal property to which Contributions are to be made for the
purpose of distributing to the Members the principal and earnings of the funds
to be accumulated in the Fund arising from the Contributions in accordance
with
the Regulations and hereby designates the Trustees named above as the Trustees
of the Fund. The Regulations hereto annexed are incorporated herein
and made a part of the Trust Agreement.
B. The
signature of any of the Contributing Companies to any counterpart or copy of
the
Trust Agreement shall be sufficient evidence of its adoption of the Regulations
and Trust Agreement and of its joining in the creation of the Fund and of its
designation of the Trustees named above.
ACCEPTANCE
OF THE TRUST
The
Trustees hereby accept the trust
and agree to hold, administer, and disburse all of the principal and earnings
of
the funds to be accumulated in the Fund in accordance with all the terms and
provisions of the Trust Agreement including the Regulations. The
signature of any Trustee to any counterpart or copy of the Trust Agreement
shall
be sufficient evidence of his acceptance and agreement as
aforesaid.
ADMINISTRATION
A. The
Trustees may act by a majority of their number then in office either by vote
at
a meeting or in writing without a meeting.
B. The
Trustees may appoint a chairman and vice-chairman from among their number and
a
secretary and such other officers as they may deem advisable who need not be
Trustees; may appoint an executive committee consisting of three or more
Trustees with full authority to exercise any of the powers of the Trustees;
may
appoint such other committees, whose members need not be Trustees, with such
powers as they may deem expedient; may provide that any such committee may
act
by a majority of its number then in office (but in no event less than two)
either by a vote at a meeting or in writing without a meeting; may designate
alternates for any members of any such committee; may adopt by-laws governing
the transaction of their business and the duties of such officers; may remove
any such officers, abolish any such committees, and alter or repeal any such
by-laws; and may transact their business under the name “Shell Provident
Fund.”
C. Any
act of the Trustees or any such committee shall be sufficiently evidenced if
certified by the secretary appointed by the Trustees or any Trustee or in
accordance with the by-laws.
CONTRIBUTIONS
TO THE FUND
A. Contributions
to the Fund by each of the Contributing Companies and payments by the Members
shall be made in accordance with the Regulations.
B. Notwithstanding
anything herein to the contrary, upon the Employing Company’s request, a Company
Contribution which was made by a mistake of fact or conditioned upon the initial
qualification of the Fund or upon the deductibility of any Company Contribution
to the Fund shall be returned to the contributor within one year after payment
of the Company Contribution, the denial of the initial qualification or the
disallowance of the deduction (to the extent disallowed), whichever is
applicable.
DISPOSITION
OF FUNDS
All
funds received by the Trustees
hereunder shall be held, managed, deposited, invested, reinvested, disbursed,
and distributed to or for the benefit of the Members and Beneficiaries in
accordance with the provisions hereof and of the Regulations.
INVESTMENT
OF FUNDS
A. All
funds received by the Trustees which, pursuant to the provisions of
Article 9 of the Regulations, are subject to a direction to be invested in
an Investment Offering, other than a Separately Managed Account Fund or the
Tier IV Fund, shall be invested and reinvested by the Trustees and/or one
or more Investment Managers or investment advisers in the classes and types
of
investments designated by the prospectus and/or other governing document for
such Investment Offering. The Trustees’ sole responsibility with
respect to the Tier IV Fund shall be the responsibility for depositing in the
BrokerageLink such portion of an Account as the Member or Beneficiary who is
the
Accountholder for that Account shall direct in accordance with the
Regulations.
B. All
funds received by the Trustees which, pursuant to the provisions of
Article 9 of the Regulations, are subject to a direction to be invested in
a Separately Managed Account Fund, shall be invested and reinvested by the
Trustees and/or one or more Investment Managers or investment advisers in
:
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(1)
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any
“security,” the same being any note, stock, treasury
stock, security future, bond, debenture, evidence of indebtedness,
certificate of interest or participation in any profit-sharing agreement,
collateral-trust certificate, pre-organization certificate or
subscription, transferable share, investment contract, voting-trust
certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas, or other mineral rights, any put, call, straddle,
option, or privilege on any security, certificate of deposit, or
group or
index of securities (including any interest therein or based on the
value
thereof), or any put, call, straddle, option, or privilege entered
into on
a national securities exchange relating to foreign currency, or,
in
general, any interest or instrument commonly known as a “security,” or any
certificate of interest or participation in, temporary or interim
certificate for, receipt for, guarantee of, or warrant or right to
subscribe to or purchase, any of the foregoing, and any other obligations
or real or personal properties or participations or interests
therein;
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(2)
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any
insurance company group annuity investment contracts and agreements;
and
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(3)
|
any
private equities or participations or interests
therein,
|
as
they
may deem advisable in their discretion as though they were the beneficial owners
thereof, excluding in the case of the Thrift Fund securities issued or to be
issued by any of the Contributing or Affiliated Companies. The
Trustees shall have power to sell, transfer, or exchange assets held hereunder
from time to time at such prices and upon such terms and conditions and in
such
manner as they may deem proper. The Trustees may lend securities held
hereunder consistent with the fiduciary duty and prohibited transaction
requirements of ERISA. The Trustees may exercise any voting powers
appurtenant to any securities at the time held by them and may execute any
proxies or powers of attorney (as to either discretionary or ministerial
matters) and any agreements which they may deem necessary or advisable in
connection with the investment, holding, or management of the assets in their
custody and control, it being the intention hereof that the Trustees shall
have
full power, within the limitations of this Trust Agreement, to manage all assets
held by them hereunder, as though the absolute owners thereof. The
purchaser of any assets from the Trustees need not inquire into the application
of the purchase money by the Trustees nor into the expediency or propriety
of
the Trustees to negotiate or make the same. Securities held by the
Trustees may be registered in the name of the Fund, the Trustees or their agents
or nominees, or other persons; or they may be unregistered.
C. Each
Investment Manager may invest in any single, collective, or common trust fund
for employee benefit plans qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended, or any successor statute, maintained by a
trust company. An investment in any collective or common trust fund
shall not be prohibited even though such collective or common trust fund may
hold securities issued by any of the Contributing or Affiliated
Companies. Without limiting the generality of the foregoing, the
agreement with the bank or trust company may authorize the bank or trust company
to invest and reinvest the assets transferred to it in interests in any trust
fund that has been or shall be created and maintained by the bank or trust
company as trustee for the collective investment of funds of trusts for employee
benefit plans qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended, or any successor statute, as amended, and to the extent
required by Revenue Ruling 81-100 and further to the extent consistent with
this
Trust Agreement the instrument creating such trust fund, together with any
amendments is hereby incorporated in and made part of this Trust
Agreement.
D. In
addition to any other investments proper under the Fund, the Trustees shall
have
the power to invest in one or more collective investment funds now existing
or
hereinafter established (including, without limitation, the Shell Savings Group
Trust established effective January 1, 1996 between Shell Oil Company and the
then Trustees) which contemplate the commingling for investment purposes of
the
funds therein with trust assets of other pension plans which are qualified
under
Section 401 of the Code. To the extent required by Revenue Ruling
81-100 and to the extent consistent with this Trust Agreement, the instrument
creating any collective investment fund in which any part of the Fund is
invested, as in force and effect at the time of the investment and as thereafter
amended, is hereby incorporated in and made part of this Trust
Agreement. Such collective investment fund shall be invested and
reinvested by its trustees and/or investment managers in the classes and types
of investments designated by the appropriate provisions of the
Fund.
DELEGATION
OF POWERS
A. The
Trustees may appoint one or more Investment Managers for the Separately Managed
Account Funds and may delegate to one or more Investment Managers for the
Separately Managed Account Funds, all or any of the authority, powers, or duties
conferred upon them by Paragraph B of Section VI hereof. In accordance
with the directions of the Members or the Beneficiaries, the Trustees shall
delegate to the investment advisors of the Investment Offerings (other than
the
Tier IV Fund Investment Offering), all or any of the authority, powers or
duties conferred upon them by Paragraph B of Section VI
hereof. The Trustees may deliver to such Investment Manager or
Investment Managers any funds or securities held by the Trustees
hereunder. Each Investment Manager shall be a bank, trust company,
insurance company, investment company, investment advisor, or investment banker,
satisfying the requirements of section 3(38) of ERISA. The bank or
trust company or custodian of the Trust’s funds and securities shall have a
capital stock and surplus of not less than Fifty Million Dollars ($50,000,000)
and be adequately insured or bonded. Each Investment Manager shall
exercise all the authority, powers, and duties of an Investment Manager as
provided in this Trust Agreement and in the Regulations. As to
certain Plan assets, the Trustees may select a bank or trust company to act
as
custodian for same if the Investment Manager or other fiduciary managing such
assets either does not perform such services or the Trustees believe it to
be
advantageous to have another party act as custodian. Subject to the
provisions of the Regulations and this Trust Agreement, the appointment of
an
Investment Manager shall be upon such terms as the Trustees shall
determine. The Trustees may remove an Investment Manager at any time,
with or without cause, or an Investment Manager may resign at any time in such
manner as the Trustees shall determine. In the event of such removal
or in the event that an Investment Manager shall resign or cease to act, the
Trustees may exercise the authority, powers, and duties previously exercised
by
such Investment Manager, pending delegation of such powers to another Investment
Manager.
B. No
Trustee shall be liable for the acts or omissions of such Investment Manager
or
be under an obligation to invest or otherwise manage any asset of the Fund
which
is subject to the management of the Investment Manager.
C. An
Investment Manager shall keep such books of account and shall submit to such
audits as the Trustees shall prescribe.
BORROWING
MONEY
The
Trustees may borrow money from time
to time upon such terms and conditions as they may deem expedient, and for
the
loans thus made or in renewal thereof they may issue their promissory note
or
notes as Trustees and may secure the repayment thereof by pledging any of the
assets then in their control.
COMPENSATION
AND EXPENSES
A. The
Trustees shall not receive any remuneration from the Fund for their
services. The following costs and expenses incurred by or in the
administration of the Fund, if appropriate, shall be paid out of the funds
held
by the Trustees:
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(1)
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Compensation
of independent accountants, counsel, agent or agents, custodians,
and
Investment Managers, including investment contract consultants and
independent counsel assisting in determining the qualified status
of
domestic relations orders, as the Trustees or the Plan Administrator
may
appoint or employ;
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(2)
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Premiums
for insurance against loss of plan assets due to breach of any named
Fiduciary duty;
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(3)
|
Premiums
for insurance on behalf of any Fiduciary to cover liability for his
own
account;
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(4)
|
Bonding
expenses required under the Fund;
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(5)
|
User
fees for requests to the Internal Revenue Service for rulings,
determination letters, and similar
requests;
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(6)
|
All
taxes of any kind that may be levied or assessed under existing or
future
laws in respect of the Fund on the income or gains thereof or
therefrom;
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(7)
|
Brokerage
commissions, transfer taxes, and other charges and expenses that
can be
specifically identified in connection with the purchase and sale
of
securities or otherwise carrying out the investment purposes of the
Investment Offerings; and
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(8)
|
Reasonable
direct expenses (supported by surrounding facts and circumstances)
for
services provided by a Contributing Company for the administration
of the
Fund.
|
B. Said
costs and expenses shall be paid out of the Investment Offering to which they
relate or allocated among the Investment Offerings on such basis as the Trustees
shall determine. Brokerage commissions, transfer taxes or other
charges and expenses that can be specifically identified in connection with
the
purchase and sale of securities shall be added to the cost thereof, or deducted
from the proceeds thereof, as the case may be.
C. The
Contributing Companies shall pay all remaining expenses, which shall be shared
ratably by them as they may agree, and failing such agreement, as determined
by
the Trustees.
DISCHARGE
OF DUTIES BY TRUSTEES
A. The
Trustees shall be the named Fiduciary under the Fund. The Trustees
shall appoint a Plan Administrator who shall also be a named Fiduciary
under the Fund. Solely for purposes of directing investments in their
own Accounts and not for purposes of the operation or administration of the
Fund, Members and Beneficiaries entitled under the terms of the Regulations
to
direct investments in their own Accounts, shall be named Fiduciaries under
the
Fund. The Trustees or the Plan Administrator may employ one or more
persons to render advice with regard to any responsibility the Trustees
have under the Plan, and may employ counsel and agents and engage such clerical,
financial, and accounting services as they or he deems expedient. The
Trustees shall not be deemed imprudent by reason of their taking or refraining
from taking action in accordance with the opinion of counsel. The
Trustees or the Plan Administrator, as the case may be, shall have the power
to
remove and replace anyone they or he shall have appointed or
employed. The Trustees shall discharge their respective duties set
forth in the Fund:
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(1)
|
solely
in the interest of Members and
Beneficiaries;
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(2)
|
for
the exclusive purpose of providing benefits to Members and
Beneficiaries (and defraying reasonable expenses of administering
the
Fund);
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(3)
|
with
the care, skill, prudence, and diligence under the circumstances
then
prevailing that a prudent man acting in a like capacity and familiar
with
such matters would use in the conduct of an enterprise of a like
character and with like aims;
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(4)
|
by
diversifying the investments of the Fund so as to minimize the risk
of
large losses, unless under the circumstances it is clearly prudent
not to
do so, or unless the Members or Beneficiaries entitled under the
terms of
the Regulations to direct investments in their own Accounts, have
otherwise directed; and
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|
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(5)
|
in
accordance with the documents and instruments governing the Fund
insofar
as such documents and instruments are consistent with
ERISA.
|
B. The
Trustees may rely upon any investment direction of a Member or Beneficiary
entitled under the terms of the Regulations to direct investments in their
own
accounts, as long as any such direction is proper on its face and consistent
with the Regulations and this Trust Agreement. Furthermore, each
Trustee may rely upon any direction, information, or action of another Trustee
as being proper under this Fund and is not required under this Fund to inquire
into the propriety of any such direction, information or action. It
is intended under this Fund that each Trustee shall be responsible for the
proper exercise of his own powers, duties, responsibilities, and obligations
under this Fund and shall not be responsible for any act or failure to act
of
another Trustee, except in the following circumstances: (a) the
Trustee knowingly participates in or knowingly attempts to conceal the act
or
omission of another Fiduciary, and the Trustee knows the act or omission is
a
breach of a Fiduciary responsibility by the other Fiduciary; or (b) the
Trustee has knowledge of a breach by the other Fiduciary and does not make
reasonable efforts to remedy the breach; or (c) the Trustee’s breach of his
own Fiduciary responsibility permits the other Fiduciary to commit a
breach. No Trustee guarantees the Fund in any manner against
investment loss or depreciation in asset value.
C. The
Trustees shall jointly manage and control the assets of the Fund unless there
is
a specific allocation or delegation of specific responsibilities, obligations,
and duties among the Trustees or the other Fiduciaries. There may be
an allocation and delegation of Fiduciary responsibilities other than Trustees’
responsibilities to other Fiduciaries. If such an allocation or
delegation shall be made, the specified Trustee or Fiduciary shall then be
responsible for the duties allocated or delegated, and the other Trustees or
Fiduciaries shall not be liable for any breach of Fiduciary responsibility
for
the duties allocated or delegated except as set forth above.
D. The
Trustees and the Plan Administrator shall have such due diligence responsibility
as set forth in Section 1.4 of the Regulations.
E. Notwithstanding
anything in the Regulations or this Trust Agreement to the contrary, the
Trustees shall have the right to resolve conflicting rights and claims in such
a
manner as is in the best interests of all participants and
beneficiaries.
F. The
companies, jointly and severally, shall indemnify each Fiduciary against all
or
any portion of any liability or costs and expenses reasonably incurred by him
in
connection with, arising out of, or resulting from any claim, action, suit
or
proceeding in which he may be involved by reason of his having been a Fiduciary,
provided, however, that the Contributing Companies shall not be
obligated to indemnify a Fiduciary against any such liability, costs, or
expenses in connection with any action or omission to act in respect of
which such Fiduciary shall be finally adjudged in any such action, suit, or
proceeding to have been guilty of fraud or willful misconduct in the performance
of his duties.
COMPROMISE
OF CLAIMS
The
Trustees shall have power to settle
or compromise any claims which they may have as Trustees or which may be made
against them as Trustees.
INTERPRETATION
OF PROVISIONS: DETERMINATION OF CONTROVERSIES
Except
in those cases in which the
power of determination is expressly reserved to Shell Oil Company, the Trustees
shall have full power and authority to determine all matters arising in the
interpretation and application of the Fund or the interpretation and application
of the Trust Agreement and the Regulations, and the determination of any such
matter by the Trustees shall be conclusive on all persons. Whenever
under the Regulations or the provisions of this Trust Agreement discretion
is
granted to the Trustees, which shall affect the benefits, rights, and privileges
of a Participant, such discretion shall be exercised uniformly so that all
individuals similarly situated shall be similarly treated.
ADDITIONAL
COMPANIES
A. Any
Affiliated Company may, subject to the approval of the Trustees, become a party
hereto at any time with like effect from such time as if it were one of the
Contributing Companies hereinbefore named.
B. The
signature of any such Affiliated Company to any counterpart or copy of the
Trust
Agreement shall be sufficient evidence of its election to become a party
hereto.
RESIGNATION
OR REMOVAL OF TRUSTEES
A. Any
Trustee may resign at any time by giving written notice to the other Trustees
or
in accordance with the by-laws adopted by the Trustees.
B. Any
Trustee may be removed and the number of Trustees may be increased or decreased
at any time by an instrument executed by Shell Oil Company.
C. In
case there shall be any vacancy among the Trustees, whether on account of an
increase in the number thereof, resignation, removal, death, or otherwise,
the
vacancy shall be filled by appointment by Shell Oil Company. If by
reason of the discontinuance of the Plan or otherwise Shell Oil Company shall
cease to be a Contributing Company, then vacancies shall be filled by
appointment by a majority of the Trustees then in office.
D. A
Trustee shall not be liable or responsible in any way for any acts or omissions
in the administration of the Fund prior to the date he became a Trustee or
after
the date he shall cease to be a Trustee. A successor Trustee shall
not have any duty to review the actions or accounts of any prior
Trustee.
E. The
signature of any successor or additional Trustee on any counterpart or copy
of
the Trust Agreement shall be sufficient evidence of his acceptance of the
trust.
F. A
certificate, executed by any Trustee or in accordance with the by-laws adopted
by the Trustees, certifying who are or were Trustees hereunder or the number
thereof at any given time shall be sufficient evidence thereof.
TERMINATION
OF PARTICIPATION IN THE FUND
A. The
participation of any of the Contributing Companies in the Fund (including the
obligation to make further contributions to the Fund for the account of its
employees who are Participants, with respect to periods subsequent to the
cessation of its participation) shall terminate whenever (1) such Contributing
Company is dissolved or liquidated or ceases for any reason to be an Affiliated
Company of Shell Oil Company, (2) it withdraws from the Fund, or (3) its
participation is terminated by Shell Oil Company. For purposes of the
preceding sentence, “Affiliated Company” shall be as defined in the first
sentence of Section 2.2 of the Regulations. The Contributing
Company shall provide written notice of its cessation of participation to all
of
its Employees who are Members of the Fund.
B. In
the event of termination of participation in the Fund by any one or more of
the
Contributing Companies, the right and obligation of Members who are then in
its
or their employ to make further contributions to the Fund, with respect to
periods subsequent to the cessation of the Contributing Company’s or Companies’
participation, shall cease. In such event, the Trustees, upon advice
of counsel, shall for the purposes of Article 12 of the Regulations, treat
the
service of such Members as having terminated at the time of such termination
of
participation.
C. If,
after the termination of participation in the Plan by all Contributing Companies
and after the payment to the Participants and Beneficiaries of amounts standing
to their credit as provided in the Regulations, any assets then remaining in
the
Fund, such assets shall be distributed by the Trustees to or for the exclusive
benefit of such Participants and Beneficiaries in such equitable and
nondiscriminatory manner as the Trustees may determine in the exercise of their
fiduciary duty. In no event shall the Contributing Companies receive
any amounts from the Fund.
DISPOSITION
OF CORPUS OR INCOME: DURATION
No
part of the corpus or income of the
Fund shall, prior to the satisfaction of all liabilities with respect to Members
under the Regulations, be used for or diverted to purposes other than the
exclusive benefit of Members or Beneficiaries, and the Fund shall continue
for
such time as may be necessary to accomplish the purpose for which it is
created.
AMENDMENT
OF TRUST AGREEMENT AND REGULATIONS
Subject
to the provisions of
Section XVI, the Trust Agreement and the Regulations may be amended in
accordance with the provisions of the Regulations.
NON-ALIENATION
OF RIGHTS
No
sums or shares or any other
securities standing to the credit of any Member under the provisions of the
Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge; and any attempt so to anticipate,
alienate, sell, transfer, assign, pledge, encumber, or charge the same shall
be
void; nor shall any such sums, shares or securities be in any manner liable
for
or subject to the debts, contracts, liabilities, engagements, or torts of any
Member. This provision shall not be applicable to a qualified
domestic relations order as defined in Section 206(d) of ERISA and
Section 414(p) of the Code which may direct payment or distribution of all
or part of such sums, shares or securities to an Alternate Payee. Any
accrued benefit of a Participant or Beneficiary may be apportioned between
the
Participant or Beneficiary and the Alternate Payee either through separate
accounts or by providing the Alternate Payee a severable portion of the
Participant’s or Beneficiary’s Account.
MERGER
OR CONSOLIDATION OF FUND
A. In
the event of the dissolution, merger, consolidation, or reorganization of a
Contributing Company, provision may be made by which the Fund will be continued
by the successor; and, in that event, such successor shall be substituted for
such Contributing Company under the Fund. The substitution of the
successor shall constitute an assumption of liabilities to the Fund by the
successor and the successor shall have all the powers, duties, and
responsibilities of such Contributing Company under the Fund.
B. In
the event of any merger or consolidation of the Fund, or transfer in whole
or in
part of the assets and liabilities of the Fund to another trust fund, or to
any
other plan of deferred compensation maintained or to be established by an
employer for the exclusive benefit of all or some of its employees, the assets
of the Fund applicable to such Members shall be transferred to the other trust
fund or plan only if:
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(1)
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each
Participant would (if either this Fund or the other plan then terminated)
receive a benefit immediately after the merger, consolidation, or
transfer
which is equal to or greater than the benefit he would have been
entitled
to receive immediately before the merger, consolidation or transfer
(if
this Fund had then terminated);
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(2)
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the
Trustees shall authorize such transfer of assets and, in the case
of the
new or successor employer of the affected Participants, its resolutions
shall include an assumption of liabilities with respect to such
Participants’ inclusion in the new employer’s plan;
and
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(3)
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such
other plan and trust are qualified under Sections 401(a) and 501(a)
of the Internal Revenue Code of 1986, as amended, or any successor
statute.
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EXECUTION,
DELIVERY, AND INVALIDITY
A. To
the extent not preempted by the Employee Retirement Income Security Act of
1974,
as amended, the Trust Agreement (including the Regulations) shall be governed
by
the laws of the state of Texas.
B. If
any provision of this Agreement shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions hereof
and
this Agreement shall be construed and enforced as if such provisions had not
been included.
IN
WITNESS WHEREOF, the respective
Companies have caused their names to be signed and their corporate seals to
be
affixed by their proper officers, thereunto duly authorized, and the Trustees
have hereunto set their respective hands and seals.
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SHELL
OIL COMPANY
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CORAL
ENERGY SERVICES, LLC
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CRI
U.S. LP
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EQUILON
ENTERPRISES LLC d/b/a SHELL OIL PRODUCTS
US
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MOTIVA
COMPANY
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PECTEN
MIDDLE EAST SERVICES COMPANY
LIMITED
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PECTEN
OVERSEAS SERVICES COMPANY
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PECTEN
PRODUCING COMPANY
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PECTEN
SERVICES COMPANY
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PENNZOIL-QUAKER
STATE COMPANY d/b/a SOPUS PRODUCTS
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SHELL
AGRICULTURAL CHEMICAL COMPANY
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SHELL
CHEMICAL LP
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SHELL
DOWNSTREAM INC.
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SHELL
ENERGY RESOURCES COMPANY
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SHELL
ENERGY SERVICES COMPANY, L.L.C.
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SHELL
EXPATRIATE EMPLOYMENT US INC.
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SHELL
EXPLORATION & PRODUCTION
COMPANY
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SHELL
GLOBAL SOLUTIONS (US) INC.
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SHELL
INFORMATION TECHNOLOGY INTERNATIONAL
INC.
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SHELL
INTERNATIONAL EXPLORATION AND PRODUCTION
INC.
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SHELL
MARINE PRODUCTS (US) COMPANY
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SHELL
NORTH AMERICA GAS & POWER SERVICES
COMPANY
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SHELL
OFFSHORE INC.
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SHELL
OIL PRODUCTS COMPANY LLC
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SHELL
PIPELINE COMPANY LP
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SHELL
TECHNOLOGY VENTURES INC.
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SHELL
TRADING GP OVERSEAS SERVICES
COMPANY
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SHELL
TRADING NORTH AMERICA COMPANY
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SHELL
TRADING SERVICES COMPANY
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SHELL
TRADING (US) COMPANY
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SHELL
US GAS & POWER LLC
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SHELL
WINDENERGY SERVICES INC.
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SIEP
OVERSEAS SERVICES, INC.
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SPLC
SERVICES COMPANY LLC
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SWEPI
LP
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X. X. Xxxxx X. X.
Xxxxxxxx
X. X. Xxxxxxxx X. Xxxxx
X. X. Xxxxxxxxxx X. X. Xxxxxxx
I,
________________________________, DO
HEREBY CERTIFY that I am Secretary of the Trustees acting under the foregoing
Shell Provident Fund Trust Agreement dated as of September 1, 1939, and
that the foregoing is a true and correct copy of said Trust Agreement and
Regulations as amended to this date and that the same are now in full force
and
effect.
WITNESS
my hand this ________ day of
_________________, 20___.
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Secretary
Each
of the undersigned successor or
additional Trustees has hereunto set his hand and seal to witness his acceptance
of the Trust as of the date set forth opposite his name.
_____________________ _________________________
(L.S.)
Date
_____________________ _________________________
(L.S.)
Date
_____________________ _________________________
(L.S.)
Date
_____________________ _________________________
(L.S.)
Date
_____________________ _________________________
(L.S.)
Date
_____________________ _________________________
(L.S.)
Date
Tr.
Agmt. –
102
