EXHIBIT 4.1(f) - AMENDMENT TO THE
PAYCHEX, INC. 401(k) INCENTIVE RETIREMENT PLAN
AND PLAN MERGER AGREEMENT
EFFECTIVE: JULY 22, 1998
This Amendment to the Paychex, Inc. 401(k) Incentive Retirement Plan is
made and entered into on the 22nd day of July, 1998, by and between Paychex,
Inc. (hereafter the "Employer"), Paychex Business Solutions, Inc. (hereafter
the "Merging Employer") and INVESCO Trust Company (hereinafter the "Trustee").
WHEREAS, the Employer established the Paychex, Inc. 401(k) Incentive
Retirement Plan (hereafter the "Receiving Plan") effective July 1, 1984; and
WHEREAS, the "Merging Employer" established the Paychex Business
Solutions 401(k) Retirement Savings Plan (hereafter the "Merging Plan")
effective January 1, 1992; and
WHEREAS, the Employer and the Trustee of the Receiving Plan have
specific authority under the Master Plan and Trust Agreement to enter into
this amendment to Plan and Plan Merger Agreement.
WHEREAS, the Employer and Merging Employer Plan deem it is in the best
interest of the participants and beneficiaries of the Merging Plan and
Receiving Plan to merge the two Plans effective July 1, 1998, with the
Receiving Plan as the surviving Plan, and to accept the transfer of plan
assets, or to transfer plan assets, as may be required by any such merger.
NOW THEREFORE, the Employer, the Merging Employer and the Trustee of the
Receiving Plan do hereby agree as follows:
(1) Section 1.29 of the Adoption Agreement of the Receiving Plan is
hereby amended to credit service with Paychex Business Solutions,
Inc. for all purposes of the Plan.
(2) Sections 6.03(e)(2) and 6.03(j)(2) of the Adoption Agreement of the
Receiving Plan are hereby amended to provide that participants in
the Merging Plan may make in-service withdrawals from the vested
balances in their "Merger Accounts" as of July 1, 1998, after
attaining age 59 1/2.
(3) TRANSFER OF ASSETS. The Merging Plan shall transfer and assign
directly to the Receiving Plan the "Merger Account" for each
participant in the Merging Plan. The Merger Account is defined as
the single sum value of the participant's accrued benefit under
the Merging Plan determined in accordance with provision of such
Plan as of the date of transfer.
(4) HOLDING AND INVESTMENT OF ASSETS. The Employer and the Trustee
shall hold, invest, administer and distribute the assets
transferred and assigned in accordance with the terms of the
Receiving Plan, as amended and restated herein.
(5) PARTICIPANT ACCOUNT. With respect to the account balances of the
participants under the Merging Plan, the following conditions shall
apply;
a. The sum of the account balances of the participants under the
Merging Plan will be 100 percent vested prior to transfer and
under the Receiving Plan immediately prior to the transfer and
assignment shall equal the fair market value of the entire
assets of the Receiving Plan immediately after the transfer and
assignment;
b. Immediately after the transfer and assignment, each participant
shall have an account balance in the Receiving Plan equal to
the sum of the Merger Account the participant had in the
Merging Plan, if any, and the amount the participant had in the
Receiving Plan, if any;
c. The transfer of the account shall not eliminate any Code
(411(d)(6)) protected benefit provided by the Merger.
(1) UPDATE OF PLAN. Any amendment and restatement of the Receiving
Plan in order to bring the Plan compliance with current
legislation and regulations shall be made retroactively as
prescribed by the regulations and shall be considered as having
been made to the Merging Plan as of the date of the merger.
(2) BINDING EFFECT. The terms and conditions of this Merger Agreement
shall bind the Employer and the Trustee (and their successors) of
the Receiving Plan and shall operate as if fully set forth within
the Receiving Plan.
(3) EFFECTIVE DATE. The effective date of this Merger Agreement is
July 1, 1998, and the transfer and assignment of account balances
in the Merging Plan to the Receiving Plan shall take place as of
March 30, 1998.
PAYCHEX, INC.
/S/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
BY:______________________________________
DIRECTOR, HUMAN RESOURCES
Title_______________________________
PAYCHEX BUSINESS SOLUTIONS, INC.
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
BY:________________________________________
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER
Title_________________________________
INVESCO
/S/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
BY_________________________________________
CHAIRPERSON 401(k) COMMITTEE
Title_________________________________