Exhibit (f)(2)
AMENDMENT NO. 2
TO
FUND OFFICE RETIREMENT
PROFIT-SHARING PLAN AND TRUST
FOR CHESTNUT STREET EXCHANGE FUND (the "Fund")
(Effective as of January 1, 1998 (Second Restatement))
WHEREAS, the Fund sponsors the Fund Office Retirement Profit-Sharing
Plan and Trust Agreement (the "Plan");
WHEREAS, Section 15 of the Plan provides that, with certain
inapplicable limitations, the Fund may amend the Plan at any time;
WHEREAS, the Fund desires to amend the Plan before January 1, 2004 to
timely adopt the model amendment set forth in Revenue Procedure 2002-29, 2002-24
IRB 1176, and to comply with the final regulations issued under section
401(a)(9) of the Internal Revenue Code of 1986, as amended (the "Code");
NOW, THEREFORE, the Plan is hereby amended as follows effective as of
the dates set forth herein:
1. A new Section 10.7 is added to the Plan as follows:
10.7 Minimum Distribution Requirements. This Section 10.7 sets forth the
applicable model amendment set forth in Revenue Procedure 2002-29 that reflects
the final and temporary Code section 401(a)(9) regulations published in 2002 in
the Federal Register:
(a) Effective Date. The provisions of this Section 10.7 shall
apply for purposes of determining required minimum distributions for
calendar years beginning with the 2003 calendar year.
(b) Precedence. The requirements of this Section shall take
precedence over any inconsistent provisions of the Plan.
(c) Requirements of Treasury Regulations Incorporated. All
distributions required under this Section shall be determined and made
in accordance with the Treasury Regulations under Code section
401(a)(9).
(d) TEFRA Section 242(b)(2) Elections. Notwithstanding the other
provisions of this Section, distributions may be made under a
designation made before January 1, 1984, in accordance with section
242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and
the provisions of the Plan that relate to section 242(b)(2) of TEFRA.
(e) Time and Manner of Distribution.
(i) Required Beginning Date. The Participant's entire
interest shall be distributed, or begin to be distributed, to the Participant no
later than the Participant's Required Beginning Date.
(ii) Death of Participant Before Distributions Begin. If
the Participant dies before distributions begin, the Participant's entire
interest shall be distributed, or begin to be distributed, no later than as
follows:
(A) If the Participant's surviving Spouse is the
Participant's sole Designated Beneficiary, then, except as otherwise
provided in Subsection 10.5(b)(2), distributions to the surviving
Spouse shall begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died, or by
December 31 of the calendar year in which the Participant would have
attained age 70-1/2, if later.
(B) If the Participant's surviving Spouse is not
the Participant's sole Designated Beneficiary, then, except as
otherwise provided in Subsection 10.5(b)(2), distributions to the
Designated Beneficiary shall begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died.
(C) If there is no Designated Beneficiary as of
September 30 of the year following the year of the Participant's death,
the Participant's entire interest shall be distributed by December 31
of the calendar year containing the fifth anniversary of the
Participant's death.
(D) If the Participant's surviving Spouse is the
Participant's sole Designated Beneficiary and the surviving Spouse dies
after the Participant but before distributions to the surviving Spouse
begin, this Subsection 10.7(e)(ii) other than Subsection (e)(ii)(A),
shall apply as if the surviving Spouse were the Participant.
For purposes of Subsections (e)(ii) and Section 10.7(g),
unless Subsection 10.7(e)(ii)(D) applies, distributions are considered
to begin on the Participant's Required Beginning Date. If Subsection
10.7(e)(ii)(D) applies, distributions are considered to begin on the
date distributions are required to begin to the surviving Spouse under
Subsection 10.7(e)(ii)(A). If distributions under an annuity purchased
from an insurance company irrevocably commence to the Participant
before the Participant's Required Beginning Date (or to the
Participant's surviving Spouse before the date distributions are
required to begin to the surviving Spouse under Subsection
10.7(e)(ii)(A), the date distributions are considered to begin is the
date distributions actually commence.
(iii) Forms of Distribution. Unless the Participant's
interest is distributed in the form of an annuity purchased from an insurance
company or in a single sum on or before the Required Beginning Date, as of the
first Distribution Calendar Year distributions shall be made in accordance with
Subsections 10.7(f) and (g). If the Participant's interest is distributed in the
form of an annuity purchased from an insurance company, distributions thereunder
shall be made in accordance with the requirements of Code section 401(a)(9) and
the Treasury Regulations thereunder.
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(f) Required Minimum Distributions During Participant's Lifetime.
(i) Amount of Required Minimum Distribution for Each
Distribution Calendar Year. During the Participant's lifetime, the minimum
amount distributed for each Distribution Calendar Year shall be the lesser of:
(A) The quotient obtained by dividing the
Participant's Account Balance by the distribution period in the Uniform
Lifetime Table set forth in Treas. Reg. section 1.401(a)(9)-9, using
the Participant's age as of the Participant's birthday in the
Distribution Calendar Year; or
(B) If the Participant's sole Designated
Beneficiary for the Distribution Calendar Year is the Participant's
Spouse, the quotient obtained by dividing the Participant's Account
Balance by the number in the Joint and Last Survivor Table set forth in
Treas. Reg. section 1.401(a)(9)-9, using the Participant's and ▇▇▇▇▇▇'s
attained ages as of the Participant's and Spouse's birthdays in the
Distribution Calendar Year.
(ii) Lifetime Required Minimum Distributions Continue
Through Year of Participant's Death. Required minimum distributions shall be
determined under this Subsection 10.7(f) beginning with the first Distribution
Calendar Year and up to and including the Distribution Calendar Year that
includes the Participant's date of death.
(g) Required Minimum Distributions After Participant's Death.
(i) Death On or After Date Distributions Begin.
(A) Participant Survived by Designated
Beneficiary. If the Participant dies on or after the date distributions
begin and there is a Designated Beneficiary, the minimum amount that
shall be distributed for each Distribution Calendar Year after the year
of the Participant's death is the quotient obtained by dividing the
Participant's Account Balance by the longer of the remaining Life
Expectancy of the Participant or the remaining Life Expectancy of the
Participant's Designated Beneficiary, determined as follows:
(I) The Participant's remaining Life
Expectancy is calculated using the age of the Participant in
the year of death, reduced by one for each subsequent year.
(II) If the Participant's surviving
Spouse is the Participant's sole Designated Beneficiary, the
remaining Life Expectancy of the surviving Spouse is
calculated for each Distribution Calendar Year after the year
of the Participant's death using the surviving Spouse's age as
of the Spouse's birthday in that year. For Distribution
Calendar Years after the year of the surviving Spouse's death,
the remaining Life Expectancy of the surviving Spouse is
calculated using the age of the surviving Spouse as of the
Spouse's birthday in the calendar year of the Spouse's death,
reduced by one for each subsequent calendar year.
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(III) If the Participant's surviving
Spouse is not the Participant's sole Designated Beneficiary,
the Designated Beneficiary's remaining Life Expectancy is
calculated using the age of the Designated Beneficiary in the
year following the year of the Participant's death, reduced by
one for each subsequent year.
(B) No Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there is
no Designated Beneficiary as of September 30 of the year after the year
of the Participant's death, the minimum amount that shall be
distributed for each Distribution Calendar Year after the year of the
Participant's death is the quotient obtained by dividing the
Participant's Account Balance by the Participant's remaining Life
Expectancy calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.
(ii) Death Before Date Distributions Begin.
(A) Participant Survived by Designated
Beneficiary. If the Participant dies before the date distributions
begin and there is a Designated Beneficiary, the minimum amount that
shall be distributed for each Distribution Calendar Year after the year
of the Participant's death shall be the quotient obtained by dividing
the Participant's Account Balance by the remaining Life Expectancy of
the Participant's Designated Beneficiary, determined as provided in
Subsection 10.7(g)(i).
(B) No Designated Beneficiary. If the
Participant dies before the date distributions begin and there is no
Designated Beneficiary as of September 30 of the year following the
year of the Participant's death, distribution of the Participant's
entire interest shall be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death.
(C) Death of Surviving Spouse before
Distributions to Surviving Spouse Are Required To Begin. If the
Participant dies before the date distributions begin, the Participant's
surviving Spouse is the Participant's sole Designated Beneficiary, and
the surviving Spouse dies before distributions are required to begin to
the surviving Spouse under Subsection 10.7(e)(ii)(A), this Subsection
(g)(ii)(C) shall apply as if the surviving Spouse were the Participant.
(h) Definitions. The following definitions shall apply for
purposes of this subsection:
(i) "Designated Beneficiary" shall mean the individual
who is designated as the Beneficiary under Section 11.2 and is the designated
beneficiary under Code section 401(a)(9) and Treas. Reg. section 1.401(a)(9)-1,
Q&A-4.
(ii) "Distribution Calendar Year" shall mean a calendar
year for which a minimum distribution is required. For distributions beginning
before the Participant's death, the first Distribution Calendar Year is the
calendar year immediately preceding the calendar year which contains the
Participant's Required Beginning Date. For distributions beginning after the
Participant's death, the first Distribution Calendar Year is the calendar year
in which
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distributions are required to begin pursuant to Subsection 10.7(e). The required
minimum distribution for the Participant's first Distribution Calendar Year
shall be made on or before the Participant's Required Beginning Date. The
required minimum distribution for other Distribution Calendar Years, including
the required minimum distribution for the Distribution Calendar Year in which
the Participant's Required Beginning Date occurs, shall be made on or before
December 31 of that Distribution Calendar Year.
(iii) "Life Expectancy" shall mean Life Expectancy as
computed by use of the Single Life Table in Treas. Reg. section 1.401(a)(9)-9.
(iv) "Participant's Account Balance" shall mean the
Participant's Account as of the last Valuation Date in the calendar year
immediately preceding the Distribution Calendar Year (valuation calendar year)
increased by the amount of any contributions made and allocated or forfeitures
allocated to the Account balance as of dates in the valuation calendar year
after the Valuation Date and decreased by distributions made in the valuation
calendar year after the Valuation Date. The Account balance for the valuation
calendar year includes any amounts rolled over or transferred to the Plan either
in the valuation calendar year or in the Distribution Calendar Year if
distributed or transferred in the valuation calendar year.
(v) "Required Beginning Date" shall mean the Required
Beginning Date as defined at Section 10.6(f).
IN WITNESS WHEREOF, the Fund has caused this Amendment No. 2 to the
Plan to be executed this 18th day of December 2003.
[SEAL] CHESTNUT STREET EXCHANGE FUND
Attest: ------------------------------ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
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