First Amendment to
Storage Trust Properties, L.P.
Integrated 401(k) Profit Sharing Plan and Trust
This first Amendment shall become effective as of November 1,
1996 (the Effective Date ), and is made and entered into this 31st
day of October, 1996, by and between Storage Trust Properties, L.P.,
a Delaware limited partnership, whose only general partner is Storage
Trust Realty, a Maryland Real Estate Investment Trust (hereinafter
referred to as the "Employer"), and Xxxxx County National Bank of
Columbia, Missouri (the "Trustee");
WITNESSETH:
WHEREAS, Storage Trust Properties, L.P., has adopted the Storage
Trust Properties, L.P., Integrated 401(k) Profit Sharing Plan and
Trust as a Section 401(k) Profit Sharing Plan effective as of July 1,
1995; and
WHEREAS, the Storage Trust Properties, L.P., Integrated 401(k)
Profit Sharing Plan and Trust has been adopted to reward the faithful
service of its employees and to encourage its employees to continue
in its employ; and
WHEREAS, Storage Trust Properties, L.P., desires that this Plan
qualify under all pertinent provisions of the Employee's Retirement
Income Security Act of 1974 as amended, and the 1986 Tax Reform Act,
and all pertinent provisions of the Internal Revenue Code of 1986
including any substitute and successor sections; and
WHEREAS, it is intended that all full-time employees of the
following entities shall be eligible to become Participants in this
Plan, to-wit: Storage Trust Properties, L.P., a Delaware limited
partnership; Storage Trust Realty, a Maryland Real Estate Investment
Trust; Storage Realty Management Co., a Delaware corporation; and
WHEREAS, Storage Trust Properties, L.P., now desires to amend
the terms of the Plan as more fully set out herein;
NOW THEREFORE, effective November 1, 1996, Storage Trust
Properties, L.P., in accordance with the provisions of Article XV of
this 401(k) Profit Sharing Plan and Trust, hereby amends the Storage
Trust Properties, L.P., Integrated 401(k) Profit Sharing Plan as set
out below, and in consideration of the promises and agreements herein
contained, the parties hereto do mutually covenant and agree as
follows:
1. A new Section 1.72 is added to the Plan, said new Section
to read as follows:
1.72 401(k) Participant. 401(k) Participant shall
mean those Employees who, based on the Employer's work standards
and practices, are expected by the Employer to perform 1,000 or
more Hours of Service for the Employer during each full Fiscal
Year of their employment. The Committee shall certify to the
Trustee the identity of the 401(k) Participants within a
reasonable time after such Employees are hired, but in no case
later than 60 days after hiring.
2. Section 4.03 of the Plan is deleted in its entirety, and
the following new Section 4.03 is inserted in lieu thereof:
4.03 Employee's Salary Reduction Election.
a. Each 401(k) Participant may elect to defer a
portion of his Basic Annual Compensation which would have been
received in the Plan Year (except for the deferral election) by
up to the maximum amount which will not cause the Plan to
violate the provisions of Sections 4.14(a) and 1.47, or cause
the Plan to exceed the maximum amount allowable as a deduction
to the Employer under Code Section 404. A deferral election (or
modification of an earlier election) may not be made with
respect to Basic Annual Compensation which is currently
available on or before the date the 401(k) Participant adopts
this cash or deferred arrangement, or the date such arrangement
first became effective.
b. The amount by which Basic Annual Compensation is
reduced shall be that 401(k) Participant's Deferred Compensation
and shall be treated as an Elective Contribution and allocated
to the 401(k) Participant's Elective Contribution Account.
c. The balance in each 401(k) Participant's Elective
Contribution Account attributable to the deferral election,
shall be fully Vested at all times and shall not be subject to
Forfeiture for any reason.
d. Amounts held in the 401(k) Participant's Elective
Contribution Account attributable to the salary reduction
agreement may not be distributable earlier than the following:
(1) A 401(k) Participant's termination of
employment, Disability, or death;
(2) A 401(k) Participant's attainment of age 59
and one-half;
(3) The termination of the Plan without the
establishment or existence of a "successor plan", as that
term is described in Regulation 1.401(k)-1(d)(3);
(4) The date of disposition by the Employer to
an entity that is not an Affiliated Employer of
substantially all of the assets (within the meaning of Code
Section 409(d)(2)) used in a trade or business of the
Employer if the Employer continues to maintain this Plan
after the disposition, but only with respect to a 401(k)
Participant who continues employment with the entity
acquiring such assets;
(5) The date of disposition by the Employer or
an Affiliated Employer who maintains the Plan of its
interest in a subsidiary (within the meaning of Code
Section 409(d)(3)) to an entity which is not an Affiliated
Employer but only with respect to a 401(k) Participant who
continues employment with such subsidiary;
(6) The proven financial hardship of a 401(k)
Participant, subject to the limitations of Section 1.37; or
(7) Pursuant to the provisions of Section
4.03(g) or Section 5.03.
e. For each Plan Year, a 401(k) Participant's
Deferred Compensation under this Plan shall not exceed, during
any taxable year of the 401(k) Participant, the limitation
imposed by Code Section 402(g), as in effect at the beginning of
such taxable year. If such dollar limitation is exceeded, a
401(k) Participant will be deemed to have notified the
Administrator of such excess amount which shall be distributed
in a manner consistent with Section 4.03(g). The dollar
limitation shall be adjusted annually pursuant to the method
provided in Code Section 415(d) in accordance with Regulations.
f. In the event a 401(k) Participant has received a
Hardship Distribution from his Elective Contribution Account
pursuant to Section 12.10 or pursuant to Regulation 1.401(k)-
1(d)(2)(iv)(B) from any other plan maintained by the Employer,
then such 401(k) Participant shall not be permitted to elect to
have Deferred Compensation contributed to the Plan on his behalf
for a period of twelve (12) months following the receipt of the
distribution. Furthermore, the dollar limitation under Code
Section 402(g) shall be reduced, with respect to the 401(k)
Participant's taxable year following the taxable year in which
the Hardship Distribution was made, by the amount of such 401(k)
Participant's Deferred Compensation, if any, pursuant to this
Plan (and any other plan maintained by the Employer) for the
taxable year of the Hardship Distribution.
g. If a 401(k) Participant's Deferred Compensation
under this Plan together with any elective deferrals (as Defined
in Regulation 1.402(g)-1(b) under another qualified cash or
deferred arrangement ( as defined in code Section 401(k)), a
simplified employee pension (as defined in Code Section 408(k)),
a salary reduction arrangement (within the meaning of Code
Section 3121(a)(5)(D)), a deferred compensation plan under Code
Section 457, or a trust described in Code Section 501(c)(18)
cumulatively exceed the limitation imposed by Code Section
402(g) (as adjusted annually in accordance with the method
provided in Code Section 415(d) pursuant to Regulations) for
such 401(k) Participant's taxable year, the 401(k) Participant
may, not later than March 1 following the close of the 401(k)
Participant's taxable year, notify the Administrator in writing
of such excess and request that his Deferred Compensation under
this Plan be reduced by an amount specified by the 401(k)
Participant. In such event, the Administrator may direct the
Trustee to distribute such excess amount (and any income
allocable to such excess amount) to the 401(k) Participant not
later than the first April 15th following the close of the
401(k) Participant's taxable year. Any distribution of less
than the entire amount of Excess Deferred Compensation and
income shall be treated as a pro rata distribution of Excess
Deferred Compensation and income. The amount distributed shall
not exceed the 401(k) Participant's Deferred Compensation under
the Plan for the taxable year. Any distribution on of before
the last day of the 401(k) Participant's taxable year must
satisfy each of the following conditions:
(i) the distribution must be made after the date
on which the Plan received the Excess Deferred
Compensation;
(ii) the 401(k) Participant shall designate the
distribution as Excess Deferred Compensation; and
(iii) the Plan must designate the distribution as
a distribution of Excess Deferred Compensation.
h. Not withstanding Section 4.03(g) above, a 401(k)
Participant's Excess Deferred Compensation shall be reduced, but
not below zero, by any distribution and/or recharacterization of
Excess Aggregate Contributions pursuant to Section 4.15(a) for
the Plan Year beginning with or within the taxable year of the
401(k) Participant.
i. At Normal Retirement Date, or such other date when
the 401(k) Participant shall be entitled to receive benefits,
the fair market value of the 401(k) Participant's Elective
Contribution account attributable to salary reduction
contributions shall be used to provide additional benefits to
the 401(k) Participant or his Beneficiary.
j. All amounts contributed to the 401(k)
Participant's Elective Contribution Account pursuant to Section
4.03 may be self-directed as provided in Article VII.
k. The Employer and the Administrator shall
implement the salary reduction elections provided for herein in
accordance with the following:
(i) Subject to subparagraph (ii) below, the
Employer, on behalf of all 401(k) Participants whose
Employment Date occurs on or after the Effective Date,
shall commence making elective deferrals to the Plan equal
to two percent (2%) of the 401(k) Participant s Basic
Annual Compensation, effective for the first pay period of
the month following three full months of employment (the
Initial Deferral ). All 401(k) Participants who are not
Participants as defined in the Plan as of the Effective
Date, but who have been employed for at least three full
months, may commence making elective deferrals to the Plan
effective as of the earlier of the Effective Date or the
first pay period of the month following three full months
of employment by filing a written notice with the
Administrator within a reasonable time before the
applicable date.
(ii) A 401(k) Participant whose Employment Date
occurs on or after the Effective Date may, prior to the end
of the second full month of employment, elect to revoke the
Initial Deferral or to make an alternative salary reduction
election of more or less than two percent (2%) of Basic
Annual Compensation, within the limits of this section.
The 401(k) Participant shall make such an election by
entering into a written revocation agreement or salary
reduction agreement with the Employer and filing such
agreement with the Administrator. Such election shall
remain in force until modified or revoked. If the 401(k)
Participant fails to revoke the Initial Deferral or to make
an alternative salary deferral election within such time,
then such 401(k) Participant may thereafter revoke or
modify the Initial Deferral in accordance with the rules
governing revocations or modifications as set out below.
(ii) A 401(k) Participant may modify a prior
election during the Plan Year and concurrently make a new
election by filing a written notice with the Administrator
within a reasonable time before the pay period for which
modification is to be effective. However, modifications to
a salary deferral election shall only be permitted quarter-
annually, or four times per year, during election periods
established by the Administrator prior to the first day of
a Plan Year and prior to the first day of the fourth,
seventh and tenth months of a Plan Year. Any modification
shall not have retroactive effect and shall remain in force
until revoked.
(iii) A 401(k) Participant may elect to
prospectively revoke his salary reduction agreement in its
entirety at any time during the Plan Year by providing the
Administrator with thirty (30) days written notice of such
revocation (or upon such shorter notice period as may be
acceptable to the Administrator). Such revocation shall
become effective as of the beginning of the first pay
period coincident with or next following the expiration of
the notice period. Furthermore, the termination of the
401(k) Participant's employment, or the cessation of
participation for any reason, shall be deemed to revoke any
salary reduction agreement then in effect, effective
immediately following the close of the pay period within
which such termination or cessation occurs.
3. Except as specifically set out herein, the Plan is hereby
ratified and continued.
IN WITNESS WHEREOF, the Employer has executed this First Amendment to
Profit Sharing Plan to be effective as of the 1st day of November,
1996.
Storage Trust Properties, L.P.
("Employer")
By: Storage Trust Realty, its General
Partner
By:____Michael G. Burnam____________
Xxxxxxx X. Xxxxxx, Chief Executive
Officer and Trustee
Attest:
_____Stephen M. Dulle___________________________
Xxxxxxx X. Xxxxx, Chief Financial
Officer
Xxxxx County National Bank ("Trustee")
By:____Faye Johnson_____________________
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