SECTION 30
RETIREMENT PLAN AGREEMENT
A. PENSION PLAN. The Company and the Union (including predecessors in interest to the Union) have, for the benefit of Flight Attendants in the service of the Company, heretofore adopted the tax qualified defined benefit pension plan and seventeen (17) amendments thereto now known as the “Northwest Airlines Pension Plan for Contract Employees” ("Pension Plan"). The Company and the Union acknowledge that as a result of the Fifteenth (15th) Amendment, the accrual of benefits by Flight Attendants under the Pension Plan ceased as of September 30, 2006. The Pension Plan was frozen as of that date.
B. REPUBLIC "EAST" FLIGHT ATTENDANTS. Effective for the purpose of determining the Accrued Benefit of each Employee:
1. who, after December 31, 1992, retires on a Normal Retirement Pension, Early Retirement Pension, Disability Retirement Pension or Special Early Retirement Pension after attaining age 62 years and completing 10 Years of Vesting Service, or
2. who retires, dies or otherwise terminates employment after August 1, 1996,
for the purpose of determining the monthly amount of pension which is due as of the last day of a calendar month that occurs coincident with or following the effective date of this Agreement, section 4(d) of the Retirement Plan Agreement between the Company and the Union entered into as of April 29, 1988, is amended to read:
d. The offset for benefits referred to in paragraph b. above shall be determined as follows. The value of all accounts in the Money Purchase Plan that are attributable to employer contributions (whether Northwest Airlines, Inc., Republic Airlines, Inc. or any one of their predecessors or affiliates) shall be determined as of the date of distribution to the Participant. All accounts so determined that are less than one thousand dollars ($1,000) as of the date of distribution shall be disregarded and there shall be no ($0) offset with respect to them. With respect to the remaining accounts (i.e., the accounts that are at least one thousand dollars ($1,000) as of the date of distribution) the offset shall be the smaller of the following:
(i) 60% Based on Book Factors. To each such account there shall be added assumed interest, compounded annually, from the date of distribution until the last day of the calendar month in which the Participant attains age sixty-five (65) years. For this purpose, the assumed interest rate shall be eight and one-half percent (8.5%). The resulting amount shall be divided by one hundred (100). The offset shall be sixty percent (60%) of this amount.
(ii) 100% Based on New Factors. To each such account there shall be added assumed interest, compounded annually, from the date of distribution until the last day of the calendar month in which the Participant attains age sixty-five (65) years. For this purpose, the assumed interest rate shall be eight and one-half percent (8.5%) for the period prior to the last day of the calendar month that includes June 1, 2000, and shall be eight percent (8%) for the period after the last day of the calendar month that includes June 1, 2000. The resulting amount shall be divided by one hundred eleven (111). The offset shall be that amount.
C. CONTINUANCE OF THE PENSION PLAN. Except as herein expressly agreed, the Pension Plan, which is frozen, shall continue in effect for the benefit of Flight Attendants without change, except as required by law or agreed to by the Company and the Union, for the duration of this Agreement.
D. RSP CONTRIBUTION. The Company has, for the benefit of Flight Attendants in the service of the Company, heretofore adopted the tax qualified defined contribution plan now known as the "Northwest Airlines Retirement Savings Plan for Contract Employees" and ten (10) amendments. The defined contribution plan including the ten (10) amendments, are hereinafter collectively referred to as the "RSP."
1. Effective commencing at the time hereinafter provided and in accordance with section 3.4 of the RSP, the Company shall make Employer contributions each payday for each Participant represented for collective bargaining purposes by the Union equal to the Participant’s Recognized Compensation paid on that payday multiplied by the Participant’s applicable contribution percentage as determined from the following table:
If, as of the first (1st) day of the calendar month that includes the payday, the sum of the Participant’s age and years of Vesting Service equal: |
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The Participant’s applicable contribution percentage of Recognized Compensation paid on that payday shall be: |
less than 40 |
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3% |
more than 39 but less than 60 |
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4% |
more than 59 but less than 80 |
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5% |
more than 79 |
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6% |
2. If, however, the Pension Plan is terminated, the Company's contribution shall be as provided in the following table (in lieu of the table in paragraph D.1.):
If, as of the first (1st) day of the calendar month that includes the payday, the sum of the Participant's age and years of Vesting Service equal: |
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The Participant's applicable contribution percentage of Recognized Compensation paid on that payday shall be: |
less than 30 |
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4.25% |
more than 29 but less than 40 |
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4.75% |
more than 39 but less than 50 |
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5.25% |
more than 49 but less than 60 |
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5.75% |
more than 59 but less than 70 |
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6.25% |
more than 69 but less than 80 |
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6.75% |
more than 79 |
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7.25% |
3. These Company contributions to the RSP shall commence upon the earliest of:
· emergence from bankruptcy, or
· date of signing of this Agreement plus twelve (12) months should the Pension Plan be frozen, or
· upon approval of the bankruptcy court of the plan termination should the Pension Plan be terminated.
4. In no event, however, shall these Company contributions to the RSP commence earlier than the first (1st) day of the calendar month following the date that accruals cease under the Pension Plan (which was September 30, 2006).
5. For this purpose, a Participant's age shall be determined in whole years (fractions being disregarded) as of the first (1st) day of the calendar month. For this purpose, a Participant's years of Vesting Service shall be determined in whole years (fractions being disregarded) as of the first (1st) day of the calendar month.
6. The Company and the Union agree that the Eleventh (11th) Amendment of the Northwest Airlines Retirement Savings Plan for Contract Employees which provides for items D.1. through D.5., above, has been adopted.
E. IRS QUALIFICATION. It is the intent of the Company and the Union that the Pension Plan and the RSP shall comply with the pertinent provisions of the Internal Revenue Code and, in particular, section 401(a) thereof, so as to entitle the Company to deduct from its gross income subject to federal income tax, contributions for the support of the Pension Plan and RSP, subject to the provisions of section 404(a) of the Internal Revenue Code. The Company agrees promptly to seek a determination letter from the Internal Revenue Service as to the tax-qualified status of both the Pension Plan and RSP. The Company and the Union agree to negotiate any amendments to the Pension Plan and the RSP as may be necessary to retain such status. In the event the Company is unable to obtain such determination letters, or, if after obtaining such letters, such tax-qualified status determination is withdrawn for any reason, then this Section 30 shall be null and void and the Company and the Union shall meet to determine the disposition of funds which would otherwise be paid into the trust fund or individual accounts established pursuant to the Pension Plan and the RSP.
F. BYLAWS FOR NORTHWEST AIRLINES FLIGHT ATTENDANT RETIREMENT BOARD
1. Establishment of the Board. Effective as of June 1, 2000, there was established a Northwest Airlines Flight Attendant Retirement Board.
a. Membership. The Retirement Board shall consist of four (4) Members. Two (2) of the Members shall be appointed by the Company and shall be known as “Employer Members.” Two (2) of the Members shall be appointed by the Union and shall be known as “Employee Members.” The Company and the Union may, in addition, each appoint one (1) Alternate to act at a meeting of the Retirement Board for an Employer Member or an Employee Member, as the case may be, who is absent or otherwise prevented from acting at the meeting. Each Employer Member (and the Alternate appointed by the Company) shall be an employee of the Company. Each Employee Member (and the Alternate appointed by the Union) shall be a Flight Attendant in the service of the Company.
a. Removal and Resignation. Each person appointed as a Member or an Alternate shall signify his or her acceptance of the office by filing a written acceptance with the Retirement Board and whichever of the Company or the Union appointed such Member or Alternate. Any Member or Alternate may resign by notice in writing filed with the Retirement Board and whichever of the Company or the Union appointed such Member or Alternate. A Member or Alternate may be removed without prior notice by whichever of the Company or the Union appointed such Member or Alternate by delivery of a written notice of removal to such Member or Alternate and to the Retirement Board. A Member or an Alternate shall cease to be a Member or Alternate immediately and without any requirement for notice or other action upon the termination of the Member’s or Alternate’s employment relationship with the Company. A vacancy in the Company membership on the Retirement Board shall be filled by the Company and a vacancy in the Employee membership on the Retirement Board shall be filled by the Union.
b. Verification of Members. The Retirement Board, any Member, the Union and the Company shall have the right to require the Company or the Union to certify from time to time the names of persons then acting as Members or Alternates appointed by it. Any action, notice or certification required or permitted under these Bylaws by the Company shall be conclusively evidenced by a certificate of any officer of the Company filed with the Union and with the Retirement Board. Any action, notice or certification required or permitted under these Bylaws by the Union shall be conclusively evidenced by a certificate of any officer of the Union filed with the Company and with the Retirement Board.
2. Powers of the Board with Respect to Pension Plan. The Retirement Board shall have the following powers with respect to the Pension Plan.
a. Review. The Retirement Board may make a periodic review of the status of the Pension Plan including but not limited to the actuarial practices and procedures, investment policies and performance, reserves and administration and the operations of the trust fund related to the Pension Plan. The Retirement Board shall also have the right to receive information, review the records and reports maintained or received by the Company in connection with the administration of the Pension Plan and shall formulate recommendations for consideration by the Company regarding the Pension Plan.
b. Access to Information. The Company shall make records and reports maintained or received by the Company in connection with the administration of the Pension Plan available for inspection at reasonable times by the Retirement Board and such consultants as it may employ. The Retirement Board shall not have access to any confidential employee information as it pertains to any participant in the Pension Plan other than a participant who is or was a Flight Attendant.
c. Plan Administration. The Retirement Board shall not be the plan administrator of the Pension Plan and shall have no responsibility for the administration of the Pension Plan nor any authority to make decisions in the administration of the Pension Plan. The Retirement Board may not, directly or indirectly, amend, revise, delete or otherwise change provisions of the Pension Plan (as it may be amended from time to time).
3. Organization and Action of the Retirement Board.
a. Officers. The Retirement Board shall elect a Chairman or Chairwoman who shall be a Member and shall elect a Secretary who may but need not be a Member. The Retirement Board may elect such additional officers as it deems appropriate from time to time. The Union and the Company shall have the right to require the Chairman or Chairwoman to certify from time to time the names of the persons then serving as officers of the Retirement Board.
b. Meetings. The Retirement Board shall hold such meetings upon such notice at such place or places and at such time or times as it may from time to time determine. The Retirement Board shall meet within thirty (30) days after written request for a meeting sent by any two (2) Members to all Members. The Retirement Board shall establish rules of procedure for the conduct of its business subject to the provisions of these Bylaws. Upon the invitation of any two (2) Members of the Retirement Board, pension, actuarial and other advisors and specialists shall be permitted to attend any meeting of the Retirement Board. Meetings may be held in person or by telephone or other similar means by which all Members are able to hear and be heard by all other Members simultaneously or by a combination of such means. Such meetings shall be conducted at the Company’s offices unless otherwise agreed to by the Members of the Retirement Board.
c. Voting. Each Member present at any meeting shall have one (1) vote on all matters considered by the Retirement Board at such meeting. Decisions of the Retirement Board shall be by the affirmative vote of at least three (3) Members present at any meeting and entitled to vote. No Member may vote by proxy. When an Alternate is acting for a Member who is absent or otherwise prevented from acting at the meeting, the Alternate shall for the purposes of these Bylaws at that meeting be considered to be a Member. Action by the Retirement Board may be taken without a formal meeting by the unanimous written action of all four (4) Members.
d. Deadlock. If on any motion before the Retirement Board there shall be two (2) votes for and two (2) votes against, any Member may insist on the appointment of an impartial referee to cast the deciding vote for or against the motion. If the Retirement Board cannot agree on the impartial referee within ten (10) days, then any Member may petition the National Mediation Board for the appointment of an impartial referee. The impartial referee shall, after such analysis and discussion as the impartial referee may consider appropriate, cast the deciding vote (yes or no) on the motion. The compensation and expenses of the impartial referee shall be borne equally by the Union and the Company.
e. Board Records. The Retirement Board shall keep written minutes of its meetings and its written actions and shall maintain such records as it needs for discharging its responsibilities under these Bylaws. All such minutes and records shall be available for inspection at reasonable times by the Company and the Union and, to the extent required by law, by all participants and beneficiaries in the Pension Plan.
4. Compensation and Bonds.
a. No Plan Payments. No Member or Alternate shall receive any compensation from the Pension Plan for his/her services as a Member or an Alternate. The Pension Plan shall not reimburse any expenses of the Retirement Board or any Member or Alternate.
a. No Company Compensation. No Employee Member or Alternate shall be paid by the Company for any loss of time incurred by reason of his or her membership on the Retirement Board. No Employee Member or Alternate shall be reimbursed by the Company for any travel and living expenses incident to the holding of meetings.
b. Special Studies. The cost of any special actuarial or legal services, studies or reports required by the Employee Members or the Employer Members shall be borne by the party or parties who request such special services, studies or reports.
c. Bonding. The Members and Alternates shall furnish such bonds as the Company may require and the expense of any such bonds shall be an expense of the Company.
5. Severability. If any provision of these Bylaws should be held invalid, illegal or otherwise unenforceable, such holding shall not affect other provisions hereof, but the Bylaws shall be construed in all respects as if such invalid, illegal or unenforceable provision were omitted.
6. No Indemnification. The Pension Plan shall not indemnify or reimburse any Member or Alternate for any direct or indirect liability or expense (including legal expenses) incurred by the Member or Alternate in the performance of the Member’s or Alternate’s duties hereunder. A Member or Alternate shall be indemnified for such liabilities and expenses, if at all, only by whichever of the Company or the Union appointed such Member or Alternate.
In Witness Whereof, Northwest Airlines, Inc. has caused this Amendment to be executed as of this 18th day of June, 2007.
| FOR NORTHWEST AIRLINES, INC. | FOR THE ASSOCIATION OF FLIGHT ATTENDANTS - CWA, AFL-CIO |
/s/Julie Hagen Showers |
/s/ Patricia A. Friend International President, AFA-CWA |
/s/Timothy J. Meginnes |
/s/ Jay HongMEC President, AFA-CWA |
| /s/ Lovey Offerle Negotiations Committee, AFA-CWA |
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| /s/ James Yung Negotiations Committee, AFA-CWA |
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| /s/ David Barrow West Negotiations Committee, AFA-CWA |
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| /s/ Bruce Retrum Negotiations Committee, AFA-CWA |
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| /s/ Mark L. Littleton Senior Staff Negotiator, AFA-CWA |