1 Page 1 of 91 THE NATIONAL GRID USA COMPANIES INCENTIVE THRIFT PLAN II (As Amended and Restated Effective January 1, 2015) _2.DOC
2 TABLE OF CONTENTS Page 2 of 91 ARTICLE 1. INTRODUCTION In General Nantucket Plan Merger EUA Plan Merger Niagara Mohawk Plan Merger KeySpan Energy 401(k) Plan for Union Employees...2 ARTICLE 2. PARTICIPATION Date of Participation Participation by Former Nonparticipating Employees Duration of Participation Change in Status...3 ARTICLE 3. CONTRIBUTIONS Elective Contributions Form and Manner of Elections Basic Matching Contributions Discretionary Matching Contributions Core Contributions Discount Employer Stock Contribution Qualified Nonelective Contributions Rollover Contributions After-Tax Contributions ESOP Plan Transfer Contributions Catch-Up Contributions...9 -i _2.DOC
3 3.12. Time for Making Contributions Crediting of Contributions Certain Limits Apply Return of Contributions Establishment of Trust...10 ARTICLE 4. PARTICIPANT ACCOUNTS Accounts Adjustment of Accounts Investment of Accounts Appointment of Investment Manager or Named Fiduciary Transfers From Other Plans ARTICLE 5. VESTING OF ACCOUNTS Immediate Vesting of Accounts Forfeiture and Allocation of Matching and Core Contributions.14 ARTICLE 6. WITHDRAWALS PRIOR TO SEVERANCE FROM EMPLOYMENT Hardship Withdrawals Withdrawals After Age 59½ Withdrawals Before Age 59½ Required Minimum Distributions Restrictions on Certain Distributions Distributions Required by a Qualified Domestic Relations Order Certain Dispositions Spousal Consent to Withdrawals by Certain Former Participants in Page 3 of 91 Other Plans ii _2.DOC
4 Page 4 of 91 ARTICLE 7. LOANS TO PARTICIPANTS In General Rules and Procedures Maximum amount of loan; Maximum number of loans Minimum amount of loan Note; security; interest Repayment Repayment upon distribution Default Nondiscrimination Adjustment of Account N.E. Gas Transaction...20 ARTICLE 8. BENEFITS UPON DEATH OR SEVERANCE FROM EMPLOYMENT Severance from Employment for Reasons other than Death Time of Distributions Distributions After a Participant s Death or Disability Designation of Beneficiary Optional Forms of Benefit Distributions Upon Required Beginning Date Direct Rollovers of Eligible Distributions Special Rules for Former Participants in Merged Plans Distribution Restrictions for Elective Contributions...29 ARTICLE 9. VOTING AND DISPOSITION OF SHARES Voting of Shares Tender or Exchange Offers iii _2.DOC
5 Page 5 of Cash Out Merger Investment of Proceeds of Tender Offer, Shares Received in Exchange Offer Investment Following Cash Out Merger Return of Capital Transactions Confidentiality of Instructions...31 ARTICLE 10. ADMINISTRATION Administrator Powers of Administrator Action Authority to Act Effect of Interpretation or Determination Reliance on Tables, etc Claims and Review Procedures Liability for Acts Indemnification of Administrator and Assistants Examination of Records Authority to Correct Operational Defects Expenses of Plan ARTICLE 11. AMENDMENT AND TERMINATION Amendment Termination Distributions upon Termination of the Plan Merger or Consolidation of Plan; Transfer of Plan Assets iv _2.DOC
6 Page 6 of 91 ARTICLE 12. LIMITS ON CONTRIBUTIONS Code Section 404 Limits Code Section 415 Limits Code Section 402(g) Limits Code Section 401(k)(3) Limits Code Section 401(m) Limits Code Section 4975(e) Limits...47 ARTICLE 13. SPECIAL TOP-HEAVY PROVISIONS Provisions to apply Minimum Contribution Adjustment to Limitation on Benefits Definitions...48 ARTICLE 14. MISCELLANEOUS Exclusive Benefit Rule Limitation of Rights Nonalienability of Benefits Rules for Withdrawals and Distributions USERRA Compliance Miscellaneous Employer Contribution EGTRRA Provisions Applicable Law Governing Law...51 ARTICLE 15. DEFINITIONS Accounts Administrator v _2.DOC
7 Page 7 of Annual Basic Rate Base Compensation Basic Matching Contribution Beneficiary Benefits Committee Board Business Day Cash Out Merger Code Compensation Computation Period Contribution Agreement Core Contributions Core Contribution Account Discretionary Matching Contribution Elective Contribution Eligible Employee Employee Employee After-Tax Contribution Employee After-Tax Contributin Account Employer Entry Date ERISA ESOP Plan FAPP vi _2.DOC
8 Page 8 of Financial Objective Goals Program Highly Compensated Employee Highly Compensated Participant Hour of Service Investment Date Investment Fund Matching Contributions Matching Contribution Account National Grid National Grid Committee National Grid USA National Grid Share Fund New England Employer Participant Niagara Mohawk Participant Nonparticipating Employee Normal Retirement Age Northborough Employee Officer Participant Plan Year "Post-tax Rollover Account" Prior Plan Qualified Default Investment Alternative Qualified Domestic Relations Order vii _2.DOC
9 Page 9 of Qualified Nonelective Contribution Regulation Required Beginning Date Rollover Contribution Rollover Account Section Shares A "Spouse" Trust Trustee Trust Fund "Year of Service" "Year of Service for Participation:...61 ARTICLE 16: MINIMUM REQUIRED DISTRIBUTION General Rules Time and Manner of Distribution Required Minimum Distributions During a Participant s Lifetime Required Minimum Distributions After Participant s Death Definitions Special Rules...65 SUPPLEMENT A...67 SUPPLEMENT B...69 SUPPLEMENT C...71 SUPPLEMENT D...72 SUPPLEMENT E viii _2.DOC
10 Page 10 of 91 ARTICLE 1. INTRODUCTION In General. This document amends and restates the provisions of the National Grid USA Companies Incentive Thrift Plan II, effective January 1, 2015 unless otherwise noted. The six previous amendment and restatements of the Plan were effective July 2, 2010, January 1, 2007, January 1, 2005, January 1, 2003, January 1, 2001 and April 1, Prior to the April 1, 2000 amendment the Plan name was New England Electric System Companies Incentive Thrift Plan II. The original effective date of the Plan is September 1, Effective January 1, 2015, the Plan was restated to incorporate all prior amendments, to comply with the 2014 Cumulative List of Changes in Plan Qualification Requirements and to make certain other changes. Except as otherwise noted, the provisions of the Plan as set forth below will be effective as of January 1, 2015, provided that any provision which is required by law to be effective as of an earlier date will be effective as of such earlier date. Except as specifically provided herein, the amendments apply prospectively from the applicable effective date to all Participants and Beneficiaries. This Plan and its related Trust(s) are intended to qualify as a Discretionary Matching plan and trust under Code section 401(a), a cash or deferred arrangement forming part of the plan is intended to qualify under Code section 401(k), and includes an employer stock feature consisting of an employee stock ownership plan under section 4975(e) of the Code. The portion of the Plan that is intended to be an employee stock ownership plan will be primarily invested in Shares, and all Plan assets invested in Shares will be considered to be part of the portion of the Plan that is an employee stock ownership plan. The investment in Shares shall be considered an integral part of the design of the employee stock ownership portion of the Plan, and notwithstanding anything contained herein to the contrary, the investment options under the Plan shall include investment in Shares, including but not limited to the National Grid Share Fund or such other successor fund which invests in Shares of National Grid Group plc or its successors. Neither the Benefits Committee, the Investment Committee, nor any other fiduciary shall have any discretionary authority to remove Shares as a Plan investment. Account holdings that are invested at the direction of participants in investment options other than Shares are not intended to constitute the part of the Plan that is an employee stock ownership plan. The purpose of the Plan is to provide benefits to Participants in a manner consistent and in compliance with the Code sections above and Title I of ERISA. If at any time the Internal Revenue Service issues a determination that the Plan, as amended, fails to be qualified under the Code, the portions of the restatement that resulted in the adverse determination shall be of no force and effect and the Plan shall continue as in effect under the prior provisions of those so voided. Notwithstanding the general effective date specified above, any provision of this restatement that is intended to comply with changes in law made by the Uniform Services Employment and Reemployment Rights Act of 1994 as supplemented by the Soldiers and Sailors Civil Relief Act, the Small Business Job Protection Act of 1996, the Taxpayer Relief _2.DOC
11 Act of 1997, the Uruguay Round Agreements Act, or Internal Revenue Service regulations or other guidance thereunder, or Department of Labor regulations or other guidance thereunder shall be effective as of the effective dates specified for such changes in the applicable statute, regulation or guidance. In addition, this restatement contains certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ( EGTRRA ) and is intended to contemplate the future adoption of certain other provisions of EGTRRA. These provisions are intended as good faith compliance with the requirements of EGTRRA and are to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided, the EGTRRA provisions shall be effective as of the first day of the first Plan Year beginning after December 31, The EGTRRA provisions shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the EGTRRA provisions. Capitalized terms used in the provisions of the Plan have the meanings given them under Article Nantucket Plan Merger. Effective October 1, 1996, Supplement A as set forth in the Amendment as of October 1, 1996 shall form a part of the Plan. Supplement A sets forth special provisions of the Plan pertaining to the merger of that portion of the Nantucket Electric Company 401(k) Plan attributable to the Nantucket Union Employees (as such term is defined in Supplement A) with and into the Plan. All capitalized terms contained in Supplement A shall have the meanings set forth in the Plan, unless the context clearly requires otherwise EUA Plan Merger. Effective as of the date set forth in Supplement B, such supplement shall form a part of the Plan. Supplement B sets forth special provisions of the Plan pertaining to the merger of the portion of Eastern Utilities Associates Employees Savings Plan attributable to union participants into the plan. All capitalized terms contained in Supplement B shall have the meanings set forth in the Plan unless the context clearly requires otherwise Niagara Mohawk Plan Merger. Effective as of the date set forth in Supplement C, such supplement shall form a part of the Plan. Supplement C sets forth special provisions of the Plan pertaining to the merger of the Niagara Mohawk Power Corporation Represented Employees Savings Fund Plan with and into the Plan. All capitalized terms contained in Supplement C shall have the meanings set forth in the Plan, unless the context clearly requires otherwise KeySpan Energy 401(k) Plan for Union Employees. Effective as of August 24, 2007, Supplement D shall form part of the Plan. Supplement D sets forth special provisions of the Plan pertaining to the merger of the KeySpan Energy 401(k) Plan for Union Employees into the Plan. All capitalized terms contained in Supplement D shall have the meanings set forth in the Plan, unless the context clearly requires otherwise Date of Participation. Each Eligible Employee may become a Participant under the Plan, for purposes of determining eligibility to make Elective Contributions, effective upon an Entry Date, by timely enrollment in the Plan in accordance with procedures prescribed by the Administrator. Each Eligible Employee may become a Participant under the Plan for purposes of determining eligibility to receive Matching Contributions effective upon the day on which he -2- ARTICLE 2. PARTICIPATION. Page 11 of 91
12 Page 12 of 91 or she completes such period of service as is provided in the collective bargaining agreement that applies to the Participant, provided that he or she is an Eligible Employee on such day. Notwithstanding the above, Participants represented by United Steelworkers Locals shall be eligible to receive Matching Contributions effective immediately upon participation. 2.2 Participation by Former Nonparticipating Employees. Any person who becomes an Eligible Employee, and who was a Nonparticipating Employee on the day before becoming an Eligible Employee may become a Participant in the Plan by timely enrollment in the Plan in accordance with procedures prescribed by the Administrator, and upon becoming a Participant will be immediately eligible for Matching Contributions if he or she was eligible for matching contributions under another Employer 401(k) plan at any time prior to becoming an Eligible Employee. Notwithstanding the foregoing, if a Nonparticipating Employee who becomes an Eligible Employee had elected a contribution percentage in the National Grid USA Companies' Incentive Thrift Plan II, the contribution percentage will be carried over to this Plan. If a Nonparticipating Employee who becomes an Eligible Employee had not elected a contribution percentage in the National Grid USA Companies' Incentive Thrift Plan II, said Eligible Employee will be automatically enrolled in this Plan in accordance with the provisions of Section Duration of Participation. An individual who has become a Participant under the Plan will remain a Participant for as long as an Account is maintained under the Plan for his or her benefit, or until his or her death, if earlier. Notwithstanding the preceding sentence and unless otherwise expressly provided for under the Plan, no contributions shall be made with respect to a Participant who is not an Eligible Employee. A Participant or former Participant who is reemployed as an Eligible Employee shall again become eligible to make Elective Contributions immediately upon reemployment and receive Matching Contributions at such time provided he or she had been previously eligible to receive Matching Contributions. 2.4 Change in Status. If the status of an Employee changes from temporary to regular, such that the Employee becomes an Eligible Employee, said Employee will be eligible to participate in the Plan immediately upon becoming an Eligible Employee. Notwithstanding the foregoing, an Employee whose status changes from temporary to regular will be automatically enrolled in the Plan in accordance with the provisions of Section 3.1 within 45 days of the date that Vanguard is notified of the change in status, unless said Employee has made a prior election to voluntarily enroll in the Plan Elective Contributions. Each Participant may enter into a Contribution Agreement with his or her Employer specifying that a percentage of Base Compensation or, effective September 1, 2007 (July 2, 2010 for legacy KeySpan Employees), Compensation, for that portion of a Plan Year during which he or she is a Participant will be contributed to the Trust as an Elective Contribution. The election of either Base Compensation or Compensation that applies to the Employee s Elective Contribution Agreement will apply to his/her Employee After-Tax -3- ARTICLE 3. CONTRIBUTIONS.
13 Page 13 of 91 Contributions. Existing Contribution Agreements shall continue to apply to Base Compensation, unless the Participant elects otherwise. By agreeing to Elective Contributions, the Participant shall agree to a reduction in pay in the amount designated and the Employer shall agree in consideration of such reduction to contribute an equivalent amount to the Trust to be allocated to such Participant s Elective Contribution Account. Commencing March 1, 2006, each Eligible Employee who satisfies the eligibility requirements specified in Article 2 and who fails to provide the Employer with a Contribution Agreement indicating the amount of Compensation (or, prior to September 1, 2007, Base Compensation) to be deferred, will automatically have a whole percentage withheld from their Compensation and contributed as an pre-tax elective deferral. At the election of the Participant, this amount shall be increased automatically each year by an additional whole percentage increase withheld from Compensation (or, prior to September 1, 2007, Base Compensation). Pre-Tax Contributions for such Participant shall continue at this specified rate, and increased annually (if so elected by the Participant), until such Participant provides the Employer with a Contribution Agreement to the contrary. Details of the automatic enrollment opt-out program shall be as set forth in procedures adopted by the Benefits Committee. The automatic enrollment opt-out program shall apply to newly hired Eligible Employees who do not have an Account balance. It shall also apply to such other Eligible Employees without an Account balance and as of such times as set forth in procedures adopted by the Benefits Committee. The automatic enrollment program shall include an Elective Contribution of 6% of Compensation (or, prior to September 1, 2007, Base Compensation). Any Eligible Employees who is automatically enrolled in the Plan will have at least 45 days to opt-out of the automatic Elective Contribution, starting from the date of the first automatic contribution. The voluntary automatic increase "opt-in" program shall apply to such Eligible Employees, at such times, and in such Elective Contribution amounts, as are set forth in procedures adopted by the Benefits Committee. Elective Contributions cannot exceed 50% of the Employee s Base Compensation or, if elected by the Employee, Compensation. The combined limit for Elective Contributions and Employee After-Tax Contributions cannot exceed 50% of the Employee s Base Compensation or, if elected by the Employee, Compensation. Notwithstanding the forgoing, an Employee for whom Elective Contributions were made pursuant to the automatic enrollment program as described in this section 3.1 may elect, within 90 days of the date that the first contribution was made, to withdraw all of the Elective Contributions made on his or her behalf pursuant to this section, together with any investment earnings (or reduced by any investment losses) on such contributions, through the date of the withdrawal. Matching Contributions which are based on returned Elective Contributions will be removed from the Employee s account and deposited to the forfeiture account. The Plan will comply with the requirements of Code section 414(w) for an Eligible Automatic Contribution Arrangement (EACA). Effective January 1, 2010, all Participants may elect to automatically increase their pre-tax Elective Contributions each year by 1% to 3% of Compensation effective for any month chosen by the Participant, up to a maximum of 15% of Compensation, unless the Participant elects otherwise. -4-
14 Page 14 of Form and Manner of Elections. Each Contribution Agreement shall be in the form prescribed or approved by the Benefits Committee (including, if approved, on-line computer or telephonic enrollment). Any establishment, change, or revocation of a Contribution Agreement shall be made at such times, in such manner, and with such prior notice as the Benefits Committee or its designee may prescribe in its discretion. A Contribution Agreement shall be effective as soon as practicable with respect to Compensation payable on and after such date as may be specified (but no earlier than the date the Agreement is entered into). The Administrator shall determine the minimum and maximum percentages that can be deferred from Participants pay in accordance with annual addition limitations under the Code. 3.3 Basic Matching Contributions. Each Employer will make or procure the making of a Basic Matching Contribution to the Trust for the benefit of each Participant on whose behalf it made Elective Contributions and/or Employee After-Tax Contributions for the period in accordance with procedures adopted by the Benefits Committee. No Basic Matching Contribution shall be based on Elective Contributions and/or Employee After-Tax Contributions made during periods that the Participant was not eligible to receive Matching Contributions. In the event that an Employee contributes Elective Contributions and Employee After-Tax Contributions, the Employer will provide Basic Matching Contributions on Elective Contributions first, before applying Basic Matching Contributions to Employee After-Tax Contributions. A rehired Eligible Employee who had previously been eligible for Matching Contributions prior to his/her termination from employment will be immediately eligible to receive Matching Contributions as of the date of rehire, The amount of Basic Matching Contribution for periods for each of the collective bargaining groups is set forth in Supplement E. Basic Matching Contributions made under this Section 3.3 and related earnings shall be credited to the Matching Contribution Account Discretionary Matching Contributions. For the Plan Years beginning January 1, 1998 and January 1, 1999, as soon as practicable after the close of the Plan Year, each Employer will contribute a Discretionary Matching Contribution to the Trust. If made, the amount of the Discretionary Matching Contribution shall be equal to the appropriate percentage of the Elective Contributions made on behalf of the Participant which shall not exceed the first 4% of the Participant s Base Compensation for the Plan Year. For purposes of the preceding sentence, the appropriate percentage shall be: 0% if the middle Financial Objective is not met; 31.25% if the middle Financial Objective is met or exceeded, provided that the third tier Financial Objective is not met; or 62.50% if the third tier Financial Objective is met or exceeded. No Discretionary Matching Contribution shall be based upon Elective Contributions made during periods that the Participant was not eligible to receive Matching Contributions. Notwithstanding any provision above to the contrary, and in lieu of any Discretionary Matching Contribution otherwise provided in this Section, this paragraph shall set forth the Discretionary Matching Contribution to be made on behalf of Northborough Employees (as defined in Section 3.3 above), if any. If made, the amount of the Discretionary Matching Contribution shall be equal to the appropriate percentage of the Elective Contributions made on behalf of the Participant which shall not exceed the first 6% of the Participant s Base Compensation for the Plan Year. For purposes of the preceding sentence, the appropriate percentage shall be: 0% if -5-
15 Page 15 of 91 the middle Financial Objective is not met; 33% if the middle Financial Objective is met or exceeded, provided that the third tier Financial Objective is not met; or 66% if the third tier Financial Objective is met or exceeded. No Discretionary Matching Contribution shall be based upon Elective Contributions made during periods that the Participant was not eligible to receive Matching Contributions. 3.5 Core Contributions. Eligibility of an Employee for Core Contributions will be determined under the provisions of the collective bargaining agreement covering the Employee, as set forth in Supplement E. Core Contributions will begin the first of the month following the date that the Participant completes three months of service. The Core Contribution each payroll period will be determined based on the actual Compensation for that payroll period. The Core Contribution is a percentage of Compensation based on a Participant s total points. For purposes of this section 3.5, Points is defined as a Participant s age plus Years of Service as of January 1 of the Plan Year. The Core Contribution to be made on behalf of a Participant is listed in the table below, except to the extent that the collective bargaining agreement provides for a different table or contribution schedule. Points Core Contribution (% of Compensation) % % % % % % 85+ 9% A Participant receives points as follows: For Each Full year of Participant s age on January 1 The Participant receives 1 point per year, plus 1 point Full Year of Service of the Participant on January 1 1 point per year, plus 1 point -6-
16 Page 16 of 91 The point system is based on full years. Fractional portions of a year will not be considered. This means that if a Participant is 36 ¾ years old at the beginning of a calendar year, the Participant will receive 37 points 36 full years of age, plus one extra point. For example, if a Participant is years old with years of service on January 1, that Participant will have 68 points for the Plan Year (46 years old + 1 point plus 20 years of Service + 1 point) for a contribution of 7%. Once an Employee attains 30 Years of Service, the Core Contribution is automatically reduced to 4.5% of Compensation, except for the Employees represented by Local 1049, whose Core Contribution will not be reduced as a result of the attainment of 30 Years of Service. Unless otherwise provided in the collective bargaining agreement, Core Contributions are based on All Pay. Participants will be automatically enrolled in the Core Contribution and these contributions will continue even if the Participant does not contribute to the Plan. Core Contributions will be automatically invested in the Vanguard Target Retirement Fund closest to the year in which the Participant would attain age 65. A Participant is entitled to change the investment allocation for the Core Contribution, in accordance with the procedures applicable to Participant direction of the investment of a Plan account. Subject to the terms of the collective bargaining agreement, a rehired Eligible Employee who had previously completed three months of service prior to his/her termination from employment will be immediately eligible to receive Core Contributions as of the date of rehire. 3.6 Discount Employer Stock Contribution. The Employer shall make an additional contribution as determined under the provisions of the collective bargaining agreement covering an Employee, as set forth in Supplement E, This contribution shall be made in Shares for eligible Employees, as provided in Supplement E, in an amount equal to eleven and 11/100 percent (11.11%) of the fair market value of Shares purchased with Matching Contributions, Elective Contributions, Employee After-Tax Contributions and/or dividends paid from Shares. Such Discount Employer Stock Contributions shall be contributed at the same time as the corresponding Basic and Discretionary Matching Contributions, Elective Contributions, Employee After-Tax Contributions and dividends. Notwithstanding the foregoing, the percentage of the Discount Employer Stock Contribution may be adjusted in the sole discretion of the Board of Directors by a duly executed resolution, which shall remain in effect until amended by a subsequent resolution. Such Discount Employer Stock Contributions shall be allocated to the Participant s Matching Contribution Account. The Discount Employer Stock Contributions made pursuant to this Section for any Plan Year shall be paid to the Trustees within the time prescribed by law, including extensions of time, for the filing of the Employer s federal income tax return for the Employer s taxable year ending with or within the Plan Year to which the contributions relate. 3.7 Qualified Nonelective Contributions. To the extent necessary to satisfy the Code section 401(k)(3) limits with respect to Elective Contributions or the Code section 401(m) limits with respect to Matching Contributions, the Board, in its discretion, may determine whether a -7-
17 Page 17 of 91 Qualified Nonelective Contribution shall be made to the Trust for a Plan Year and, if so, the amount to be contributed by each Employer. If the Board determines that a Qualified Nonelective Contribution shall be made, each Employer shall contribute its designated portion. A Qualified Nonelective Contribution for a Plan Year shall be allocated among and credited to the Qualified Nonelective Accounts of all Participants who are eligible to receive Elective Contributions for the Plan Year, in proportion to their relative amounts of Compensation for the Plan Year. Qualified Nonelective Contributions shall be fully vested and subject to the same distribution rules as Elective Contributions as of the time such Qualified Nonelective Contributions are made to the Plan. 3.8 Rollover Contributions. An Employee and, in the case of a lump sum distribution from a National Grid Pension Plan, a retired or terminated vested Participant, may make a Rollover Contribution to the Plan upon demonstration to the Benefits Committee or its designee that the contribution is eligible for transfer to the Plan pursuant to the rollover provisions of the Code, including, with respect to the Rollover Contributions made to the Plan after December 31, 2001, amounts from a qualified plan described in section 401(a) or 403(a) of the Code, including aftertax contributions, amounts from an annuity contract described in section 403(b) of the Code (including after-tax contributions), and amounts from 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. Rollover Contributions shall be allocated and credited to a Rollover Account for the benefit of the individual making the Rollover Contribution. However, portions of a Rollover Contribution consisting of after-tax contributions will be credited to a Post-tax Rollover Account. Each Employee will at all times have a fully vested and non-forfeitable interest in the amount credited to his or her Rollover Account and/or Post-tax Rollover Account. An Employee who makes a Rollover Contribution to the Plan will not become a Participant until he or she has satisfied the requirements of Article 2. However, such an Employee shall be treated as a Participant with respect to his or her interest in his or her Rollover Account and/or Post-tax Rollover Account, for purposes of Articles 4, 5, 6, 7, 8, 9, 10, 11, 13 and 14. A Participant s Rollover Account also includes amounts transferred from the Participant s Goals Program account, if any, and all income, gains, and losses attributable thereto. An Employee may not rollover into this Plan amounts attributable to distributions from the Matching Contribution Account and Core Contribution Account which distributions occurred since the Employee s most recent date of hire. Notwithstanding the foregoing, a rollover by a retired or terminated vested Participant will only be permitted if the value of his or her Accounts as of the date of the rollover election are greater than After-Tax Contributions. Employee After-tax Contributions may be made to the extent permitted in the collective bargaining agreement as set forth in Supplement E, and in accordance with procedures adopted by the National Grid Committee. Employee After-Tax Contributions may be made either from Base Compensation or Compensation; however, the election of either Base Compensation or Compensation that applies to the Employee s Elective Contribution Agreement will apply to his/her Employee After-Tax Contribution Agreement. Employee After-Tax contributions are limited to 15% of the Employee s Base Compensation or Compensation. The combined limit for Elective Contributions and Employee After-Tax Contributions cannot exceed 50% of the Employee s Base Compensation or, if elected by the Employee, Compensation. If a Participant (i) made after-tax contributions under a plan that is -8-
18 merged into this Plan, or from which accounts have been transferred to this Plan, or (ii) has a pre-existing After-Tax Contribution Account under the Plan, then such contributions shall be maintained, or continued to be maintained, under the Plan in an After-Tax Contribution Account for such Participant ESOP Plan Transfer Contributions. Any assets that were transferred from the ESOP Plan to the Plan shall be held in the Trust Fund as a transfer contribution for the benefit of those individuals that held an account under the ESOP Plan immediately prior to said transfer. After- Tax contributions under the ESOP Plan shall continue to be identified as such under the Plan Catch-Up Contributions. Each Participant who has attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions in accordance with procedures adopted by the Administrator, and subject to the limitations of, section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of determining the limits under section 402(g) and 415 of the Code. The catch-up contributions shall be credited to the Participant s Elective Contribution Account. The Plan shall not be treated as failing to satisfy Code sections 401(k)(3), 410(b) or 416 of the Code, as applicable, by reason of the making of such catch-up contributions Time for Making Contributions. Elective Contributions and Employee After-Tax Contributions will be paid in cash to the Trust as soon as such contributions can reasonably be segregated from the general assets of the Employer, but in any event within 15 business days after the end of the month for which the Compensation to which such contributions relate is paid. Any Basic Matching Contributions, Discretionary Matching Contributions or Qualified Nonelective Contributions for a Plan Year will be contributed to the Trust at such time as the Employer determines, but in any event no later than the time prescribed by law (including extensions) for filing the Employer s federal income tax return for its taxable year in or with which the Plan Year ends. In addition, Qualified Nonelective Contributions, Basic Matching Contributions, and Discretionary Matching Contributions for a Plan Year must be made no later that the last day of the 12-month period immediately following the Plan Year unless otherwise permitted herein Crediting of Contributions. Each type of contribution for a Plan Year shall be allocated among and credited to the respective Accounts of Participants eligible to share in the contribution as soon as practicable following the date the contributions are received by the Trustee (but in no event later than as of the last Business Day of the Plan Year unless otherwise permitted under the Plan) Certain Limits Apply. All contributions to the Plan are subject to the applicable limits set forth under Code sections 401(k), 402(g), 401(m), 404, and 415, as further described elsewhere in the Plan. In addition, certain minimum allocations may be required under Code sections 401(a)(26), 410(b), and 416, as also further described elsewhere in the Plan Return of Contributions. If any contribution by an Employer to the Trust is Page 18 of 91 (a) made by reason of a good faith mistake of fact, or -9-
19 (b) believed by the Employer in good faith to be deductible under Code section 404, but the deduction is disallowed, the Trustee shall, upon request by the Employer, return to the Employer the excess of the amount contributed over the amount, if any, that would have been contributed had there not occurred a mistake of fact or a mistake in determining the deduction. Such excess shall be reduced by the losses of the Trust attributable thereto, if and to the extent such losses exceed the gains and income attributable thereto. In no event shall the return of a contribution hereunder cause any Participant s Accounts to be reduced to less than they would have been had the mistaken or nondeductible amount not been contributed. No return of a contribution to the Employer hereunder shall be made more than one year after the mistaken payment of the contribution, or disallowance of the deduction, as the case may be Establishment of Trust. The Board shall establish a Trust(s) to accept and hold contributions made under the Plan. The Trust(s) shall be governed by an agreement(s) between the Board and the Trustee(s) the terms of which shall be consistent with the Plan provisions and intended qualification under Code sections 401(a) and 501(a). The Trust agreement(s) shall provide National Grid USA Service Company the authority to amend or terminate the Trust agreement or to change the Trustee and to settle accounts of the Trustee on behalf of all persons having an interest in the Trust Fund. ARTICLE 4. PARTICIPANT ACCOUNTS Accounts. The Administrator will establish and maintain (or cause the Trustee to establish and maintain) for each Participant, as necessary, an Elective Contribution Account (also known as the Salary Reduction Account ), Employee After-Tax Contribution Account, Matching Contribution Account (for Basic Matching Contributions and Discretionary Matching Contributions), Core Contribution Account,, Rollover Account, Qualified Nonelective Contribution Account, Post-tax Rollover Account and such other accounts and subaccounts as the Administrator or the Trustees, as the case may be, in their discretion deem appropriate Adjustment of Accounts. As of each Business Day, each Account will be adjusted to reflect the fair market value of the assets allocated to the Account. In so doing, (a) each Account balance will be increased by the amount of contributions, income and gain allocable to such Account since the prior Business Day; and (b) each Account balance will be decreased by the amount of distributions from the Account and expenses and losses allocable to the Account since the prior Business Day. Income, expense, gain and loss which is generated by a particular investment option within the Trust shall be allocated to an Account participating in such investment option based upon the investment fund s operational guidelines. Any expenses relating to a specific Account or Accounts, including without limitation, commissions or sales charges with respect to an investment in which the Account participates, and, effective October 1, 2002, brokers fees on Shares purchased or sold on the open market may be charged solely to the particular Account or Accounts. Other expenses of administering the Plan, if any, will not generally be charged to -10- Page 19 of 91
20 Participants unless otherwise determined by the Administrator, in its sole discretion. Accounts holding stock shall generally be maintained and expressed in terms of the number of shares allocated to the Account. A Participant s holdings in an Account(s) shall include all transactions completed as of the previous Business Day; provided, however, to the extent the purchase or sale of Shares for a particular transaction takes more than one Business Day to complete, Participants Accounts need not reflect said transaction until all Share purchases or sales under the particular transaction, as applicable, have been completed; provided, further, a Participant s Account(s) need not reflect dividends declared on Shares until all Share purchases with the particular dividends have been completed. Except with regard to earnings and losses realized in accordance with a Participant s investment direction, whether the result of a voluntary election or a default investment, pursuant to Section 4.3, as of each Valuation Date, any earnings or losses (net appreciation or net depreciation) of the Trust Fund (exclusive of assets segregated for distribution) shall be allocated in the same proportion that each Participant's nonsegregated accounts bear to the total of all Participants' nonsegregated accounts as of such date. The nonsegregated accounts will be reduced by any distributions made prior to the Valuation Date Investment of Accounts. Page 20 of 91 (a) In general. Subject to Section 4.3(b) through (d) below, a Participant s Accounts shall be invested by the Trustee as the Participant (or Beneficiary, in the event of such Participant s death) directs, in a manner approved by the Administrator, from among such funds or investment alternatives as the Administrator may make available from time to time. Any investment direction given by a Participant (or a Beneficiary) shall be deemed to be a continuing direction until changed by such Participant (or Beneficiary). Any changes to such directions may be made in accordance with the procedures for such changes as may be prescribed by the Administrator. A Participant s failure to provide an initial investment direction with respect to an Account under this paragraph (a) to the Administrator within the time period established by the Administrator, and circumstances involving an automatic enrollment program, shall constitute a direction by such Participant to invest his or her contributions in a Qualified Default Investment Alternative. Further, a Participant may elect to have his or her Accounts invested by an investment advisor under procedures adopted by the Administrator. Investment of contributions, transfers, reallocations, and reinvestment earnings in the Investment Funds shall be made as soon as practicable; provided, however, that investment of contributions in the National Grid Share Fund, if such Shares are being purchased from National Grid, shall be made as of an Investment Date, but for administrative reasons need not be effected until up to 10 Business Days after the related Investment Date. For Plan Years beginning after December 31, 2006, if any portion of the account of a Participant (including, for purposes of this Article, a beneficiary entitled to exercise the rights of a Participant) attributable to elective deferrals or employee contributions is invested in a publicly traded Employer Securities, the Participant may elect to direct the Plan to divest any such securities, and to reinvest an equivalent amount in other investment options which satisfy the requirements below. If any portion of a Participant s account attributable to nonelective or matching contributions is invested in publicly-traded Employer securities, then a Participant who has completed at least 3 years of vesting service, or a beneficiary of any deceased participant entitled to exercise the right of a Participant, may elect to direct the Plan to divest any such securities, and to reinvest an equivalent amount in other investment options which satisfy the below requirements. For employer securities acquired with nonelective or -11-
21 Page 21 of 91 matching contributions during a Plan Year beginning before January 1, 2007, the rule described in this Section only applies to the percentage of the Employer Securities (applied separately for each class of securities) as follows: Plan Year Percentage % % % (a) The 3-year phase in rule described above does not apply to a Participant who has attained age 55 and who has completed at least 3 years of service before the first Plan year beginning after December 31, For purposes of this Article, other investment options must include not less than 3 investment options, other than Employer securities, to which the Participant may direct the proceeds of divestment of Employer securities required by this Article, each of which options is diversified and has materially different risk and return characteristics. The Plan will provide reasonable divestment and reinvestment opportunities at least quarterly. Except as provided in regulations, the Plan may not impose restrictions or conditions on the investment of Employer securities which the Plan does not impose on the investment of other Plan assets, other than restrictions or conditions imposed by reason of the application of securities laws or a condition permitted under IRS Notice or applicable guidance. (b) Investment of Matching Contribution and Core Contribution. A Participant s Matching and Core Contributions will be invested in the same investments that the Participant has chosen for his or her Elective Contributions. If the Participant has not made an investment election for his/her Elective Contributions, Matching and Core Contributions will be invested in accordance with the provisions of Section 4.3(d) below. (c) A. ERISA section 404(c) status. The Plan is intended to constitute a plan described in section 404(c) of ERISA and the regulations thereunder except as said section relates to the investment in employer securities. The Plan offers Participants and Beneficiaries the opportunity to exercise control over the assets contributed and accumulated on their behalf under the Plan by: allowing them to choose, from a broad range of investment alternatives, the manner in which these assets will be invested; and by providing them with information necessary to make informed decisions with respect to the investment options under the Plan and the incidents of ownership that arise from these investments. The fiduciaries of the Plan are obligated (with certain limited exceptions) to comply with these instructions. As a result of the foregoing, fiduciaries of the Plan may be relieved of liability for any losses which are the direct and necessary result of investment instructions given by a Participant or Beneficiary. (d) Default Investment. If a Participant or Beneficiary has not selected an investment fund or funds for his/her Accounts, then his/her Accounts shall be invested in a default investment fund chosen by the Investment Committee. -12-
22 (e) A New England Employer Participant otherwise required to maintain Shares in his or her Employer Account may reallocate among investment media her/his existing Employer Account any time after termination of employment, retirement, or the occurrence of a Cash Out Merger as set forth in Section 9.3; provided, however, that following a Cash Out Merger, amounts directed to be invested in another form of Shares on behalf of New England Participants in accordance with this Section 4.3 may not be reallocated except after termination of employment or retirement. (f) National Grid Share Dividends. Notwithstanding any provision of the Plan to the contrary, effective as of June 1, 2002, a Participant or Beneficiary may elect (in accordance with rules and prescribed by the Administrator) whether dividends received with respect to Shares held on his or her behalf under the Trust Fund(s) shall be (i) allocated to the portion of the Participant s or Beneficiary s Account(s) invested in the National Grid Share Fund for purposes of purchasing additional Shares, (ii) distributed to the Participant or Beneficiary. If elected, such distribution shall be made in accordance with rules and procedures prescribed by the Administrator but in no event later than 90 days after the close of the Plan Year in which the dividends are paid. Dividends on National Grid Shares will be 100% vested at all times Appointment of Investment Manager or Named Fiduciary. The Administrator may appoint in writing one or more investment managers or other named fiduciaries (within the meaning of ERISA section 402(a)(2)) to manage the investment of all or designated portions of the assets held in the Trust. The appointment shall be effective upon acknowledgment in writing by the investment manager or other named fiduciary that it is a fiduciary with respect to the Plan. An investment manager must be (a) registered as an investment adviser under the Investment Advisers Act of 1940, (b) a bank as defined in that Act, or (c) an insurance company qualified under the laws of more than one state to manage, acquire or dispose of any assets of the Plan Transfers from Other Plans. (a) Unless otherwise provided herein, in the event another plan is merged into the Plan, or accounts are otherwise transferred to the Plan from another plan, the assets transferred to the Plan shall be allocated as follows: (i) Assets attributable to an individual s elective contributions and qualified nonelective contributions (if any) shall be allocated to an Elective Contribution Account for his or her benefit under the Plan; (ii) Assets attributable to other employer contributions (if any) including employer matching contributions shall be allocated to an account under the Plan with similar characteristics or placed in a separate subaccount; and (iii) Assets attributable to an individual s after-tax contributions (if any) shall be allocated to an Employee After-Tax Contribution Account for his or her benefit under the Plan. The assets transferred may be separately accounted for in sub-accounts under the Plan as determined to be necessary by the Administrator in order to administer the provisions of Articles 4, 5, 6, 7 and 8. Unless otherwise provided in an acquisition agreement between an Employer -13- Page 22 of 91
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