EXHIBIT 4.1(d) - AMENDMENT TO THE
PAYCHEX, INC. 401(k) INCENTIVE RETIREMENT PLAN
AND PLAN MERGER AGREEMENT
EFFECTIVE: SEPTEMBER 29, 1997
This amendment to the Paychex, Inc. 401(k) Incentive Retirement Plan is
made and entered into on the 29th day of September, 1997 by and between
Paychex, Inc. (hereafter the "Employer"), Xxxxx Computer Systems, 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 Employees' 401(k) Plan
of Xxxxx Computer Systems, Inc. (hereafter the "Merging Plan") effective
January 1, 1984; 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, 1997, 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 Xxxxx Computer
Systems, 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, 1997, 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';
(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, 1997, and the transfer and assignment of
account balances in the Merging Plan to the Receiving Plan
shall take place as of the effective date.
(4) RESIGNATION OF MERGING PLAN TRUSTEES. The current
Trustees of the Merging Plan, Xxxxx Xxxxx and Xxxxxxxx Xxxxx,
hereby submit written notice of their resignations as
Trustees as set forth in "Appendix A" effective in accordance
with the requirement of the Section 7.8 of the Merging Plan.
PAYCHEX, INC.
/S/ XXXX X. XXXXXX
BY:______________________
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER
Title:___________________
XXXXX COMPUTER SYSTEMS, INC.
/S/ XXX XXXXX
BY:_______________________
PRESIDENT
Title:____________________
INVESCO
/S/ XXX XXXXXXXX
BY:_______________________
TRUST OFFICER
Title:___________________________
