1 SUMMARY PLAN DESCRIPTION OF TRIUMPH GROUP, INC. 401(k) PLAN (For Non-Bargaining Unit Employees of Triumph Aerostructures, LLC, VAC Industries, Inc. and Vought Commercial Aircraft Company) Effective January 1, 2011
2 SUMMARY PLAN DESCRIPTION OF TRIUMPH GROUP, INC. 401(k) PLAN (For Non-Bargaining Unit Employees of Triumph Aerostructures, LLC, VAC Industries, Inc. and Vought Commercial Aircraft Company) TABLE OF CONTENTS A. ABOUT THE PLAN 1 B. PARTICIPATION IN THE PLAN 3 C. CONTRIBUTIONS TO THE PLAN 4 D. ABOUT THE TRUST FUND 7 E. YOUR BENEFITS UNDER THE PLAN 11 F. LOANS AND IN-SERVICE DISTRIBUTIONS 14 G. OTHER FACTS AND CIRCUMSTANCES AFFECTING YOUR BENEFITS 17 H. ERISA RIGHTS 21 I. GENERAL PLAN INFORMATION 22
3 SUMMARY PLAN DESCRIPTION OF TRIUMPH GROUP, INC. 401(k) PLAN (For Non-Bargaining Unit Employees of Triumph Aerostructures, LLC, VAC Industries, Inc. and Vought Commercial Aircraft Company) This is a summary of the Triumph Group, Inc. 401(k) Plan (the "Plan" or "Triumph Plan") that Triumph Group, Inc. ("Triumph") established for the benefit of its eligible employees and the eligible employees of its subsidiaries that participate in the Plan. A list of those subsidiaries is available from the Plan Administrator upon request. (See Part I of this booklet for the appropriate address.) The Plan is intended to comply with all applicable requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). This is a general description of the terms of the Plan. If there is any conflict between this summary and the Plan document, the terms of the Plan document will govern. You should keep this summary with your permanent records. This booklet describes the terms and conditions of the Plan as effective January 1, 2011 and amended effective July 1, 2011 as it applies to non-bargaining unit employees of Triumph Aerostructures, LLC, VAC Industries, Inc. and Vought Commercial Aircraft Company. For convenience, the three companies are referred to in this booklet as "Aerostructures". Separate booklets have been prepared for the other employee groups that participate in the Plan. A. ABOUT THE PLAN 1. History. Triumph established the Plan to give its employees and the employees of its participating subsidiaries the opportunity to accumulate savings on a tax-favored basis that will provide benefits at retirement or other severance from employment. Triumph acquired Vought Aircraft Industries, Inc. ("Vought") and its subsidiaries on June 16, Vought sponsored the Vought Aircraft Industries, Inc. Savings and Investment Plan (the "Vought SIP"). The Vought SIP was merged with and into the Triumph Plan effective January 1,
4 2011. As a result of the merger, Aerostructures employees became participants in the Triumph Plan. Their accounts in the Vought SIP were transferred to the Triumph Plan, and employee and employer contributions made on or after January 1, 2011 are held in the Triumph Plan. The Plan provided for certain employer contributions referred to as "retirement contributions" for periods prior to July 1, These are described at Part C, Question 4. The Plan's provisions regarding eligibility for matching contributions were also amended effective July 1, See Part C, Question Plan Overview. The Plan is a defined contribution, individual account plan. That means that the amount of your benefit is determined by the amount of contributions you or Aerostructures makes for your benefit, as adjusted for investment gains or losses and income or expense. The Plan provides for several types of contributions. First, the Plan provides for you to make elective contributions, thereby giving you an effective and convenient way to both save and invest money over the long term for your retirement. The Plan allows you to set aside a percentage of your earnings every pay period through payroll deductions. The amount you set aside is called a salary reduction or elective contribution, since you are electing not to receive the money now, but rather to have it contributed to the Plan for investment and eventual payment to you after you retire or have a severance from employment for any reason. (See Part C, Question 1). Second, if you are not currently earning benefits under a defined benefit pension plan that Aerostructures sponsor, maintains or contributes to, Aerostructures will make matching contributions based on your elective contributions. (See Part C, Question 3). All contributions made to the Plan are 100% vested and nonforfeitable. An individual account will be established in your name and will be held in the trust fund maintained for the Plan. The Plan's trustee, Vanguard Fiduciary Trust Company ("Vanguard"), holds all of the Plan's assets. You may direct the trustee to invest the amounts contributed to your Plan accounts in one or more of the Plan's investment options. Your ultimate benefit from the Plan will depend on the amounts contributed to your accounts while you are a participant in the Plan, increased by investment income and investment gains, and decreased by investment losses and Plan expenses. The books and records of the Plan are maintained on a calendar year basis, which is the "Plan Year." Triumph has appointed an Administrative Committee (the "Committee") to supervise the administration of the Plan. The Committee has the power and authority to interpret and construe the terms of the Plan, make final decisions regarding claims for benefits and select
5 the investment portfolios that will be available for investment of participants' accounts. Day-today tasks of administration are handled by Vanguard, the Plan's trustee, record keeper and administrative services provider. You should contact Vanguard with general questions about the Plan. To enroll in the Plan, make changes in the amount of your contributions to the Plan, request a loan or withdrawal or make changes in the investment of your Plan account, you must contact Vanguard at or online at B. PARTICIPATION IN THE PLAN 1. When will I be eligible to participate in the Plan? New employees will be eligible to make elective contributions and therefore be allocated matching contributions with the first full payroll period that begins on or after the first day of the calendar month on which you meet all of the following requirements as is administratively possible: you are a "covered employee" you are at least 18 years old; 90 days have gone by since the day you began to perform services for Aerostructures or another Triumph company; and you have contacted Vanguard to enroll in the Plan. Generally speaking, you are a "covered employee" if you are an employee of Aerostructures. However, certain classes of employees and other persons are not eligible, as explained below. 2. Who is excluded or subject to special rules? If the terms and conditions of your employment are governed by a collective bargaining agreement, you are not a "covered employee" unless the agreement specifically provides for your participation in the Plan. Separate summary plan description booklets have been prepared for bargaining unit Aerostructures employees who are eligible to participate. Persons that Aerostructures treats as independent contractors or persons from whom Aerostructures does not withhold federal income tax or who are leased employees are excluded from participation. Non-resident aliens who receive no compensation from sources within the United States are not eligible to participate. 3. How do I join the Plan? 3
6 If you are eligible to participate in the Plan (see Question 1 above), you may elect to make contributions to the Plan by going on line at or calling The Vanguard number for the Plan is The election authorizes deductions from your pay. Your election will be effective as soon as practicable after you complete the election. When you enroll, you should also make a beneficiary designation. You do this by contacting Vanguard either on line or at the 800 number What happens if I am transferred? If you transfer from Aerostructures non-bargaining unit employment but remain an employee of Aerostructures or another business controlled by Triumph, your active participation as an Aerostructures non-bargaining unit employee will end. If your new position is eligible to participate in the Plan, you will participate in accordance with the Plan's terms that apply to that position. Your prior employment will count for all Plan purposes. If your new position is not eligible to participate in the Plan, you will still be able to manage investment of your accounts, change your investment options, take out loans if you don't have an outstanding loan from another plan and make in-service withdrawals to the extent the Plan permits. C. CONTRIBUTIONS TO THE PLAN 1. How do I make contributions to the Plan? You contribute to the Plan through payroll deductions. You elect to make these contributions on-line at or by calling Participant Services at You may increase, decrease or discontinue the amount you contribute at any time by going on-line at or calling Participant Services at You may elect to have your contributions made (i) on a before tax basis so that they will not be included in your taxable income for federal income tax purposes, (ii) on an after tax basis using the special rules that apply to after tax contributions referred to as "Roth 401(k) contributions", (iii) on an after tax basis explained in this booklet as "after tax contributions" or (iv) in any combination of the permitted forms of contribution that you elect. You may change the amount of your contributions and/or the characterization of your future contributions as before tax contributions, after tax Roth 401(k) contributions or after tax contributions as frequently as you like. However, once your elective contributions are withheld from your pay for contribution to the Plan, you may not change the characterization. Your before tax contributions are not subject to federal income tax in the year you make the contribution. They, as well as earnings on them, are subject to federal income tax in the
7 year they are distributed to you. For purposes of contributions to the Plan, "compensation" means your base pay (including pay for time off paid directly by Aerostructures rather than a third party, such as an insurance company), overtime pay and most forms of bonus and commissions paid or payable for periods after you become eligible to participate. Note that federal law limits the amount of "compensation" the Plan may recognize for determining both employee and employer contributions. The limit for 2011 is $245,000. The limit may be adjusted annually to reflect cost of living increases or changes in law. Both your Roth 401(k) contributions and your after tax contributions are subject to federal (and state, if applicable) income tax in the year you make the contribution. The contributions are not subject to federal income tax in the year they are paid out to you. However, earnings on your Roth 401(k) contributions are not subject to federal income tax when distributed provided certain requirements are satisfied. Earnings on your after tax contributions are subject to federal income tax when distributed. Generally, therefore, the federal income tax consequences resulting from Roth 401(k) contributions are more favorable to you. However, as explained at Part F, Question 1, in-service withdrawal opportunities that apply to after tax contributions are more liberal than those that apply to Roth 401(k) contributions. 2. How much may I contribute to the Plan? You generally may make contributions in any whole number percentage of your compensation subject to a minimum of 2%. If you were making contributions at a rate less than 2% on December 31, 2010, you may continue to contribute at the lesser rate; however, if you change your rate of contribution, your future rate must be at least 2%. The amount you contribute will be deducted from your paycheck each payroll period and will be allocated to record keeping accounts established in your name. Vanguard will establish separate accounts to reflect your before tax 401(k) contributions, Roth 401(k) contributions and after tax contributions. Federal law limits the amount of before tax 401(k) and Roth 401(k) contributions you may make for each year. However, participants who reach age 50 on or before December 31 st of a year may make an additional contribution, called a catch-up contribution. The limit on regular contributions for calendar year 2011 is $16,500. The limit on catch-up contributions for calendar year 2011 is $5,500. Aerostructures does not match your catch-up contributions. However, catch-up contributions are treated like before tax 401(k) contributions for all other Plan purposes. Please note that the limit applies to the total of your before tax 401(k) and Roth 401(k) contributions. That is, the total of your before tax 401(k) and Roth 401(k) contributions cannot exceed the annual limit for the year. 5 Federal law also limits the total amount of contributions that you and your
8 employer may make to the Plan for your benefit in a year. This aggregate limit applies to all forms of employer and employee contributions (including your after tax contributions). The limit for 2011 is $49,000. A catch-up contribution is not counted against this limit. All of these limits may be adjusted in future years to reflect cost of living increases or changes in law. Both the Plan and federal law place some additional limits on all forms of elective contributions as well as matching contributions for participants who are considered, under Internal Revenue Service rules, to be "highly compensated". "Highly compensated employees" for 2011 are employees whose total compensation for 2010 was over $110,000. This amount may be adjusted in future years to reflect increases in the cost of living or changes in law. Generally speaking, the Plan is required to monitor the contributions made by the group of participants who are "highly compensated employees" to make sure they are not making significantly greater contributions than the contributions made by those eligible employees who are not highly compensated. In this regard, the Committee has the authority to limit the percentage of pay which highly compensated employees may contribute to the Plan. The Committee will advise affected highly compensated employees if it decides to impose a limit. Also, if you are a "highly compensated employee", the Committee may determine that a portion of your elective contributions must be reduced or returned and/or a portion of the matching contributions allocated to you must be distributed in order to satisfy these legal requirements. In such event, you will be notified Will matching contributions to the Plan be made for me? For periods prior to July 1, 2011, Aerostructures made matching contributions for all employees making elective contributions, as described in the following paragraph. Effective July 1, 2011, Aerostructures will make matching contributions only for employees who currently are not accruing or earning additional benefits under a defined benefit pension plan that it sponsors or maintains. Employees currently earning additional benefits under a defined benefit pension plan become ineligible for matching contributions effective July 1, If you are a match-eligible employee, to encourage you to make elective contributions, Aerostructures makes a matching contribution equal to 100% of the first 2% of compensation that you contribute and one-half (50%) of the next 4% of compensation that you contribute for a payroll period. The match will be allocated to your "matching contribution account". For example, if you contribute at least 6% of your compensation for a payroll period, then the Aerostructures matching contribution will be 4% of your compensation (which is 100% of the first 2% and 50% of the next 4%). Before tax and Roth 401(k) contributions are treated as a unit for purposes of the match. That is, the matching contribution formula applies to the total of those contributions you make, not to each form of contribution. So, the maximum amount of match for a payroll period is 4% of compensation, regardless of the form of your elective contributions. The amount of
9 match will be lower if you contribute less than a total of 6% of compensation in a pay period. If you contributed more than 6% of compensation for a portion of the Plan Year and less than 6% of compensation for a portion of the Plan Year and are an eligible employee on the last day of the Plan Year, Aerostructures will make an additional matching contribution for you if that is necessary to make sure that you received the same amount of matching contribution that you would have received if you contributed at a level rate during the entire portion of the year that you were eligible to participate. After-tax contributions (other than Roth 401(k) contributions) and catch-up contributions are not eligible for matching contributions. 4. Does Aerostructures make other contributions? For periods prior to July 1, 2011, Aerostructures made contributions for certain employees who had less than 16 years of vesting service under the Vought Aircraft Industries, Inc. Retirement Plan or the Aerostructures Heritage Pension Plan as of December 31, These contributions (the greater of $45 or 3% of eligible pay or each week of eligible pay) are known as "retirement contributions". Effective July 1, 2011, Aerostructures will not make retirement contributions for any employee. If you were eligible for retirement contributions prior to that date, your account based on those contributions as adjusted for investment gain or loss and income or expense will continue to be held in the Plan as a fully vested account. The general rules of the Plan regarding investments, loans in-service distributions and distributions at termination of employment as explained in this Summary Plan Description continue to apply to them. 5. May I make rollover contributions to this Plan? Subject to certain limitations, you may transfer or roll over to this Plan amounts you receive or are eligible to receive as a benefit distribution from a tax-qualified retirement plan of a former employer or from an individual retirement account. A Vanguard representative can give you more information if you are interested in making this type of contribution. If you roll over or transfer an amount to this Plan, it will be held in a "rollover account" established in your name. D. ABOUT THE TRUST FUND 1. Who holds contributions to the Plan? The Plan's Trustee, the Vanguard Fiduciary Trust Company, holds all Plan assets in a trust fund and invests the assets as directed in the investment elections of Plan participants. 2. How do I choose how my accounts are invested? 7
10 The Committee selects a number of funds among which you may choose to invest your accounts. These funds, other than the stable value fund, are part of the Vanguard family of mutual funds. The Committee may change the funds that are available and will notify you in advance of any change. In addition, you may establish a brokerage account with Vanguard and direct investment of your accounts in any "no-load" mutual fund that you select in accordance with the rules Vanguard has established for Plan brokerage accounts. You may obtain information about establishing a brokerage account by contacting Vanguard. An annual administrative fee applies to individual brokerage accounts. This is explained in the Vanguard information materials provided to participants. As of January 1, 2011, the annual administrative fee is $50. The list of funds currently available under the Plan and prospectuses describing them in detail are available from Vanguard by calling its Participant Services Department at or online at In addition, Vanguard provides you with a copy of the relevant fund prospectus immediately after your initial investment into a fund and an annual fund prospectus and annual fund report for each fund in which you invested. We urge you to read these materials carefully before you make your initial investment choices and as you review your investment decisions from time to time. Vanguard produces fund "fact sheets" for each of the investment funds. You may request these from Vanguard. Fund fact sheets are two-page descriptions of a fund, written in "plain English". A version in Spanish is also available. These fact sheets include a general description of the fund's investments and information on the fund's investment objective, risk and return characteristics, performance, top holdings, expenses and the toll-free number to call for additional information. Vanguard updates the fund fact sheets quarterly and automatically places them on its website. Fund fact sheets are also included in your initial enrollment materials. General information about investing is available from Vanguard. You can obtain it by calling Vanguard or using the online address. Both are noted above. We strongly recommend that you review this information and obtain any other professional investment advice that you desire. You may invest all of your new contributions to your account in one fund, or may allocate your contributions among two or more funds in increments of 1% or more. You may also transfer amounts that you previously contributed and that are held in your accounts between funds whenever you like (subject to possible short term redemption fees as explained later in this section). Neither the Plan nor Vanguard imposes any charge when you transfer amounts between funds. Except as explained below, you may change your investment allocation and transfer your account balance between the various funds at any time by contacting Vanguard's Participant Services Department at or online at www vanguard.com. All changes in investment direction that Vanguard receives from you by 4 p.m. Eastern time on any business day ordinarily are effective that same day. If they are received after 4 p.m., they are effective the next business day. Vanguard will send written confirmation of any allocation changes or transfers directly to you. 8
11 If you do not select a fund in which to invest your contributions, the trustee will invest your contributions in the applicable Vanguard Target Retirement Fund based on your age at the time the default investment becomes effective and assuming retirement at age 65. As noted above, you can spread your investments among several different types of investment options, such as some equity or stock investment options and some debt or bond investment options, to take advantage of what each has to offer and to help balance your overall account against different types of risk. However, if you choose to invest in one of the Target Retirement Funds, you should keep in mind that these are already diversified in stock and bond investments and are intended to be a single investment option selection for most people who choose them. Vanguard offers an on-line advice tool, called "Personal Online Advisor" through Financial Engines. This is provided without charge to you. Vanguard also offers you a "Managed Account Program" to assist you with investment selection. Vanguard will provide you with information about this program, including the fees that it charges against your account if you elect to use it. In its prospectus for certain investment funds, Vanguard reserves the right to limit the number of exchanges into and out of the funds and/or to impose a redemption fee on exchanges out of a fund after a short term investment. If you intend to liquidate your interest in an investment option shortly after purchasing it, you should make certain that there is no short term redemption fee or that you are willing to pay it. As of January 1, 2011, four of the funds impose early redemption fees. These are the High-Yield Corporate Fund (closed to new investors), the PRIMECAP Fund, the International Growth Fund and the Total International Stock Index. Funds subject to early redemption fees and the applicable terms and conditions change from time to time as Vanguard determines. Vanguard advises participants about terms and conditions of applicable redemption fees at the time of investment as well as in the fund prospectus. You should pay careful attention to this information. In addition, Vanguard will restrict participants who make an exchange out of a fund from exchanging shares back into that fund during the following 60 calendar days; however, the rule will not apply to money market funds and short term bond funds. If you have any questions about these limitations or are considering short term investments into and out of a particular fund, you should review the fund's prospectus or contact Vanguard at to review any requirements or special limitations that may affect your investment decisions. This Plan is intended to be a participant-directed individual account plan that complies with section 404(c) of ERISA and accompanying regulations. Accordingly, Plan fiduciaries, including the Committee and the Trustee, will be relieved of liability for any losses 9
12 that are the direct and necessary result of following your investment instructions. To comply with section 404(c) of ERISA, the Plan must permit participants to choose from a broad range of investment alternatives and must provide participants with certain information about the investment alternatives and the operation of the Plan. In addition to the information included in this summary, you may request and receive the following information to the extent it is available to the Plan: a description of the annual operating expenses of each investment fund, including any management fees, which is expressed as a percentage of average net assets of the investment fund; 10 copies of any prospectuses, financial statements and reports, and of any other materials relating to the investment funds, to the extent such information is provided to the Plan; a list of the assets comprising the portfolio of each investment fund which constitute plan assets within the meaning of ERISA, and the value of each such asset; information concerning the value of shares of units in each investment fund, as well as the past and current investment performance of such investment fund, determined, net of expenses, on a reasonable and consistent basis; and information concerning the value of shares or units in investment funds held in your account. You will be able to receive this information from Vanguard by calling the Participant Services Department at or online at Fund shareholders have voting rights. The shareholder of the Plan's holdings is the Trustee, which holds the Plan's shares for the benefit of Plan participants. Under the terms of the trust agreement, the Plan Committee exercises the voting rights based on what they determine is in the best interest of the Plan participants. 3. What happens to earnings or losses? Investment gains or losses will be allocated to the accounts of Plan participants in proportion to their account balances. You should be aware that each investment fund has an expense ratio. This is money that Vanguard (or other fund manager) deducts directly from the fund to pay for operating expenses, including investment advisory fees, legal and accounting services and other
13 administrative costs. Since the expense ratio is charged against the fund, a higher ratio results in a lower net return (assuming identical investment earnings). The effect of this is magnified over time. You can obtain information about each investment fund's expense ratio from the fund prospectus or fact sheet. If you invest in the Stable Value investment option, Vanguard charges an annual administrative fee for that investment in addition to the fund's expense ratio. As of the date of this booklet, that additional fee is 17 "basis points" (0.17%) of the amount invested in the Stable Value investment option How often is the value of my accounts determined? The value of your accounts normally is determined on a daily basis. 5. How can I keep track of the value of my accounts? You will receive a quarterly statement from Vanguard that details the contributions that have been made to your Plan accounts, investment earnings or losses, and expenses or non-investment income of the Plan that have been charged or credited to your accounts. In addition, by calling Vanguard's automated network at or online at you can obtain your current account balance and fund information 24 hours a day. E. YOUR BENEFITS UNDER THE PLAN 1. Under what circumstances do I receive my benefits under the Plan? You or, if applicable, your beneficiary will receive benefits from the Plan under the following circumstances: Retirement: You may retire and receive your entire Plan account after you reach age 65, the Plan's "normal retirement age." If you continue to work past your normal retirement age, you can continue to participate in the Plan and receive matching contributions by making elective contributions from your salary. You will not be required to receive a distribution until you reach age 70-1/2 so long as you remain actively employed by Aerostructures or another Triumph company. By law, you will be required to receive distribution of your entire account or begin to receive installment payments no later than the April 1 st of the calendar year following the calendar year in which you reach age 70-1/2 or terminate active employment with us, whichever is later, although, as described below, you will be able to roll over most of your account to an individual retirement account or other qualified retirement plan that accepts rollovers Other Termination of Employment: If your employment with Aerostructures and all businesses that are controlled by Aerostructures and Triumph terminates and the value of your Plan account is $1,000 or less, you will automatically receive your entire account, less applicable federal income tax withholding, as soon as administratively practicable after the date
14 of your termination unless you make a timely election to have your account rolled over or transferred directly to an individual retirement account or another employer's plan. You will receive appropriate forms and information to make the rollover election. If your Plan account is more than $1,000 but not more than $5,000, and after receiving notices about your options, you do not affirmatively elect a distribution or specify a direct transfer to a successor plan or individual retirement account (IRA) that you choose, your entire account will be automatically rolled over to an IRA with Vanguard. Your account will be automatically invested in Vanguard Prime Money Market Fund, a fund designed to preserve principal, provide a reasonable rate of return and maintain liquidity. Thereafter, you may exercise investment control, move your account or elect distribution. You will be responsible for paying all fees and expenses that Vanguard assesses against your IRA. For additional information about the automatic rollover rules, including fees and expenses and available investment options, call Vanguard at If your Plan account exceeds $5,000, you may receive it immediately, have it transferred to a successor plan or IRA that you choose or defer the payment of your account to a later date. If you elect to defer, your entire account will remain in the Plan. Benefit payments will begin upon your written request. By law, the Plan is required to begin payments to you no later than the April 1 st of the calendar year following the calendar year in which you reach age 70-1/2. Military Leave: If you take a leave of absence for uniformed service and have reemployment rights under the Uniformed Services Employment and Reemployment Rights Act ("USERRA"), you may make a retroactive elective contribution after your return to active employment with Aerostructures. You choose the amount to contribute (subject to normal Plan limits) and the matching contribution will be determined as if you had remained employed during the leave. These contributions will not be credited with investment gain or loss for periods before the contributions are actually made. To make or receive these contributions, you must meet the requirements of USERRA, including notifying us of your uniformed service, returning to employment and making elective contributions within the time periods USERRA prescribes. Also, if you remain in service for more than 30 days, you have the right to receive a distribution of your Plan accounts, even if your employment has not terminated. If you do take a distribution, you may not contribute to the Plan during the six-month period beginning with the date of the distribution. Death: If there is any amount remaining in your Plan account at the time of your death, your entire account will be paid to your beneficiary. Your beneficiary may elect a lump sum distribution or distribution of the account balance in installments or periodic payments. However, all death benefit distributions will be subject to Internal Revenue Code minimum distribution requirements. 12
15 If your spouse is your beneficiary, he or she may request a distribution and then roll it over to an individual retirement account or request a direct rollover to an individual retirement account. Any other beneficiary may request a direct rollover to an individual retirement account. Your beneficiary should obtain tax and financial planning advice about the best course to follow. If you are married at the time of your death, your spouse will be your beneficiary unless your spouse consents in writing before your death to your choice of another beneficiary on the form that Vanguard provides. The consent form provided by Vanguard includes a statement that your spouse understands the effect of giving his or her consent. The signing of the form must be witnessed by a notary public. If you are not married, you may name anyone you choose as your beneficiary. Vanguard will provide you with information on how to name your beneficiary or change your beneficiary. You may change your beneficiary at any time by making a new election with Vanguard. You may only designate a beneficiary by following the Plan's beneficiary designation procedures. These can be obtained by contacting Vanguard at or on line at Such beneficiary designation is effective only for this Plan and not for any other benefit plan or program sponsored by Aerostructures or Triumph. If you do not designate a beneficiary, or if your beneficiary dies before you do, or if your designation is invalid for any reason, your Plan account will be paid to your estate after your death. If you name your spouse as your beneficiary and later become divorced, you must complete a new beneficiary designation. The Plan provides that your divorce makes your prior designation invalid. Therefore, unless you complete a new beneficiary designation, your account will be paid to your estate after your death. Transition Provision: If you made a beneficiary designation under the Vought SIP, that designation remains in force, except that the special rule regarding divorce, as described above, will apply. We recommend that you review your current beneficiary designation and then file a new designation with Vanguard How will benefits be paid? Your account balance will be distributed to you in a cash single sum distribution or in such installment or periodic payments as you elect in accordance with the Plan's administrative rules. For example, you may elect installment payments (i) of a fixed amount until your account is entirely distributed, (ii) over a fixed period of time or (iii) or for your life expectancy or the joint life expectancy of you and your designated beneficiary. However, all distributions will be subject to the Internal Revenue Code minimum distribution requirements that apply when you reach age 70-1/2 or retire from our employment, whichever is later.
16 Any portion of a taxable payment that is paid directly to you is subject to mandatory 20% income tax withholding. You may elect to have your account balance transferred ("rollover") to an individual retirement account or annuity that you establish or a new employer's retirement plan that accepts rollovers. 3. How much will my benefit be? The amount of the benefit payable to you (or to your beneficiary, if applicable) will depend on the balance in your Plan accounts as of the date on which payment is made. 4. May I roll over my payment to another plan? You have the right to instruct Vanguard to transfer all or a portion of your payment directly to either an IRA (individual retirement account or individual retirement annuity) or another employer's plan that accepts rollovers. This is known as a "direct rollover". Direct rollovers are not subject to federal income tax withholding. Before the Plan makes a payment to you, Vanguard will provide you with a notice explaining in detail your options for rollover as well as the withholding and tax consequences of your election. F. LOANS AND IN-SERVICE DISTRIBUTIONS 1. May I withdraw any portion of my accounts before I terminate my employment? The Plan is intended to provide you with benefits after you retire or otherwise terminate employment with us. However, you have the right to request a distribution of some of your accounts while your employment with us continues. To make a permitted withdrawal, contact Vanguard. Withdrawals without Limitations. You may withdraw all or a portion of the following accounts without any limitations: 14 Rollover Account. Voluntary After Tax Contributions Account (but not your after tax Roth 401(k) contributions account). SIP Prior Plan Matching Account, which is an account that holds employer matching or profit sharing contributions transferred to or merged with the Vought SIP. CAD IRA Account, which is an account that holds certain voluntary
17 15 contributions made to the LTV Capital Accumulation Plan that were transferred to or merged with the Vought Plan. Pre-2008 Matching Account. If you have a matching contributions account for employer matching contributions made for years prior to 2008, you may withdraw that account any time after you complete five years of participation in the Plan. For purposes of the five-year rule, participation in the Vought SIP is treated the same as participation in this Plan. Age 59-1/2. When you have reached the age of 59-1/2, you may withdraw part or all of your account balances. However, amounts (if any) in your Restricted MPP Account derived from employer contributions made prior to July 1, 1995 to certain predecessor money purchase pension plans that were merged into the Northrup Grumman Savings and Investment Plan are not available for in-service distribution until you reach age 70-1/2. Financial Hardship. Before you reach age 59-1/2, you may withdraw your before tax and Roth 401(k) elective contributions (but not including earnings on them after December 31, 1988), your matching contribution account and your retirement contributions account if you have a "financial hardship". You may withdraw up to the amount necessary to meet your financial hardship, including amounts necessary to pay anticipated federal, state or local income and/or penalty tax on the withdrawal. A hardship withdrawal is subject to federal income tax at ordinary income tax rates and, because you are under age 59-1/2, may be subject to an additional penalty tax equal to 10% of the amount you withdraw. "Financial hardship" is defined by Internal Revenue Code regulations as an immediate and heavy financial need arising from any of the following specific causes: (a) unreimbursed medical expenses incurred by you, your spouse, or any of your dependents, or necessary for you, your spouse or dependents to obtain medical care; or (b) costs directly related to your purchase of a new principal residence (excluding mortgage payments); or (c) payment of tuition and related fees, and room and board expenses for the next twelve months of post-secondary education for you, your spouse, or your child or dependent; or (d) payments necessary to prevent your eviction from your principal residence or foreclosure on the mortgage of your principal residence; or (e) payment of burial or funeral expenses for your deceased parent, spouse, child or dependent; or (f) repairs to your principal residence for expenses that would qualify for the casualty loss deduction on your individual federal income tax return (without regard to
18 the adjusted gross income limitation that applies to casualty losses). As a condition for establishing eligibility for a hardship distribution, you must (i) continue to have a financial need after you withdraw all amounts that you are eligible to withdraw from the Plan, such as a rollover account or other account that is eligible for withdrawal, as explained above, (ii) have an outstanding loan from the Plan and (iii) agree not to make elective contributions to the Plan or any other deferred compensation plan that Triumph, Aerostructures or any Triumph subsidiary sponsors or maintains for 6 months from the date of your hardship distribution. If you had been contributing to the Plan, your contributions will automatically begin again when the suspension period ends at the rate in effect before the suspension unless you make an election to terminate contributions or change your contribution rate. Requests for withdrawals must be made with Vanguard through use of the web site or the over the telephone by contacting Vanguard's Participant Services Department. You will be required to submit documents supporting the financial hardship to your Plan Administrator, which is responsible for approving or denying the request. Your request will be processed as soon as practicable. hardship. You are only permitted to receive one distribution in a Plan Year on account of May I borrow from my accounts? If you are an active employee, you may borrow from your Plan account. However, you may not borrow more than once in any Plan Year. Also, you may not have more than one loan from the Plan (including any other plan that you repay by payroll withholding) outstanding at any time. You can borrow up to 50% of the value of your Plan account as of the date of the loan. (Note: for this purpose, your CAD IRA and Restricted MPP Accounts, if any, are excluded). The maximum amount of your loan cannot exceed $50,000, minus the value of your highest outstanding loan balance during the previous 12 months. The minimum amount you can borrow is $1,000. Vanguard charges a loan origination fee of $40 if you borrow using the web site or the automated voice response system to make the loan application or $90 if you borrow with the aid of a representative from Vanguard's Participant Services Department. The loan origination fee will be deducted from your loan amount before it is distributed to you. Also, Vanguard will deduct a $20 administration fee from your account in July of each year that any portion of your loan is outstanding. The amounts of these fees are subject to change. Ordinarily you will have to repay your loan within 60 months (i.e., five years). However, if the loan will be used to buy or build a home that is to be your primary residence, the term of the loan may be as long as 30 years. Interest charged on the loan will be 1% plus the average prime rate (as determined under the method used by Vanguard) on the date Vanguard approves your loan request. You can obtain the current interest rate from Vanguard. You will be
19 required to execute a promissory note, which includes a provision by which you pledge your account as security for the repayment of your loan. The term, interest rate and other pertinent information will be disclosed to you, as well as the circumstances in which your loan may go into default. Generally, your loan must be repaid in installments through payroll deductions. However, if you take an approved personal leave of absence for a period of not more than one year and the leave is unpaid or if your rate of pay during your leave is less than the loan repayment installment, the Committee will waive or adjust payment on the loan during the leave of absence. Similarly, if you do not receive pay for one or more payroll periods, an adjustment in your loan payments may be made. Generally, however, you will be required to repay the loan in full without any extension of the loan period. Ordinarily, this will be accomplished by increasing the amount of your payments when you return to regular employment for the balance of the loan's term. You may prepay all or a portion of the outstanding balance of your loan at any time by notifying Vanguard of your intent to do so. For details on prepayment, contact Vanguard. The payment must be in the form of a certified bank check, money order or electronic bank transfer. The amount of principal and interest repaid by you is credited to your Plan account as each repayment is made, and invested in the same investment options as you have most recently elected for the investment of your contributions. If you default on the loan for any reason, the outstanding balance of the loan, plus accrued interest, will be deducted from your account. This will be deemed a distribution of that amount of loan principal and accrued interest from your account and you will be subject to federal income tax on it. Also, if you are under age 59-1/2, you may be subject to the 10% penalty tax on early distributions. If you terminate employment with an outstanding loan, it will be considered immediately due and payable. If you do not repay the loan by the last day of the calendar quarter following the calendar quarter in which your employment terminates, an automatic default (and deemed taxable distribution as described above) will occur. G. OTHER FACTS AND CIRCUMSTANCES AFFECTING YOUR BENEFITS 1. What if I change employment status? If you become ineligible to participate in the Plan, you may not make additional contributions or share in future employer contributions to the Plan. However, your account will continue to share in investment gains and losses until you receive your benefit. If you again become a covered employee, you will immediately become eligible to participate in the Plan. You may resume making contributions by filing an election with Vanguard. 2. May the Plan be amended or terminated? 17
20 Although the Plan is intended to be permanent, Triumph reserves the right to amend or terminate the Plan at any time. In addition, Aerostructures and each Triumph domestic subsidiary reserve the right to terminate its participation in the Plan at any time. 3. How do I apply for my benefits? You may apply for your benefits from this Plan by making a request for distribution with Vanguard. 4. What if my claim for benefits is denied? If your request or claim for benefits is denied, you will be notified, in writing, within 90 days (or 180 days under special circumstances) after receipt of your claim. The notification will include (i) the specific reasons why your claim was denied, (ii) the specific reference to the Plan provisions on which the denial is based, (iii) a description of any additional information you must provide to make your claim valid and why the information is needed, (iv) an explanation of the procedure you may follow to appeal the denial of your claim, including the time limits of the claim review procedure and (v) a statement that you have the right to bring a civil action under section 502(a) of the Employee Retirement Income Security Act to request that a court consider your claim if your claim is denied on appeal. If you have a question concerning any denial or would like additional information, you may contact Vanguard. You may request review of a denied claim by filing a written request with the Plan Committee, within 60 days after receipt of notification that your claim has been denied. You may submit issues and comments at this time. The Committee will give you a full and fair review. Contact information for the Plan Committee is in Part I. The Committee must give you a written decision on your appeal not later than 60 days (or 120 days under special circumstances) after it receives your request for review. If your claim is again denied, the Committee must give you the specific reasons for the denial and cite the specific Plan provisions on which the denial is based as well as certain additional information required by Department of Labor regulations. You must follow all the steps described above before you may consider legal action against the Plan, Aerostructures or Triumph. Naturally, you, Aerostructures and Triumph will want to avoid legal action. But should you feel that legal action is necessary, any summons or other legal documents should be served on the agent for service of legal process (see Part I). All benefit claims must be made within one year of the event that gives rise to the claim. If the claim is not made within the time limit, the right to make the claim will be lost. 18
21 19 5. Can I lose benefits? Your benefits under the Plan may be less than you anticipated under certain circumstances: The funds in which you have invested your accounts suffer investment losses. Your benefits are awarded to your spouse or a dependent under the terms of a Qualified Domestic Relations Order (QDRO) (see Question 8 below), in which case any portion of your benefits that is not awarded to your spouse or dependent will be payable to you. Your benefits may be subject to a federal tax levy or the collection by the United States on a judgment resulting from an unpaid tax assessment. Certain plan expenses may be charged against your account. 6. What about my Social Security benefits? In addition to any benefits you may receive from the Plan, you may also be entitled to receive Social Security retirement benefits. Your Social Security benefit is provided by the federal government through contributions made by you and on your behalf by your employer. 7. Do I pay tax on the money contributed to my account? You will not have to pay federal income tax on your before tax 401(k) contributions or earnings on them and on your Aerostructures contributions and earnings on them until you receive a distribution of them from the Plan. Your benefit payments will usually be taxed at ordinary income rates. You do pay tax on your elective Roth 401(k) contributions and after tax elective contributions in the year you make them. However, you do not pay tax on Roth 401(k) contributions at the time of distribution and if you meet applicable Internal Revenue Code requirements, you do not pay tax on the earnings on them either. You do pay tax on the earnings on your elective after tax contributions (but not the amount of your contributions) at the time of distribution. Taxable payments from the Plan that are made directly to you or your beneficiary generally will have federal income taxes withheld at the rate required by law. The amount withheld will be credited toward the amount of income tax you owe for the year. However, if you elect to have your payment transferred as a direct rollover to either an IRA or another employer's plan that accepts rollovers (as explained in Part E, Question 4), no taxes will be withheld currently from the portion of your payment which is so transferred.
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