Trust Agreement
Between
Tucson Electric Power Company
And
Fidelity Management Trust Company
___________________________________________
TUCSON ELECTRIC POWER COMPANY SUPPLEMENTAL
RETIREMENT ACCOUNT FOR CLASSIFIED EMPLOYEES
TRUST
___________________________________________
The original Trust document was dated as of June 1, 1987.
This Composite Trust Document incorporates
into the original Trust document the
following Amendments to the Trust:
a. Amendment 1991-I (executed January 22,
1991, effective January 1, 1991);
b. Amendment 1993-I (executed January 25,
1994, effective July 1, 1993);
c. Amendment 1994-I (executed April 27,
1994, effective April 25, 1994);
d. Amendment 1995-I (executed February 10,
1995, effective April 1, 1995);
e. Amendment 1996-I (executed October 14,
1996, effective October 1, 1996)
TABLE OF CONTENTS
Section Page
1. Trust . . . . . . . . . . . . . . . . . . . . . . . 2
2. Exclusive Benefit and Reversion of Sponsor
Contributions . . . . . . . . . . . . . . . . . . . 3
3. Disbursements . . . . . . . . . . . . . . . . . . . 4
4. Investment of Trust . . . . . . . . . . . . . . . . 5
5. Recordkeeping to Be Performed . . . . . . . . . . . . 11
6. Compensation and Expenses . . . . . . . . . . . . . . 13
7. Directions. . . . . . . . . . . . . . . . . . . . . . 13
8. Resignation or Removal of Trustee . . . . . . . . . . 15
9. Successor Trustee . . . . . . . . . . . . . . . . . . 16
10. Termination . . . . . . . . . . . . . . . . . . . . . 16
11. Resignation, Removal, and Termination Notices . . . . 17
12. Duration. . . . . . . . . . . . . . . . . . . . . . . 17
13. Amendment or Modification . . . . . . . . . . . . . . 17
14. General . . . . . . . . . . . . . . . . . . . . . . . 18
15. Governing Law . . . . . . . . . . . . . . . . . . . . 19
Schedules
A. Recordkeeping Services
B. Fee Schedule
C. Investment Options
D. Administrator's Authorization Letter
E. Named Fiduciary's Authorization Letter
F. Opinion of Counsel
TRUST AGREEMENT, dated as of the 1st day of June, 1987,
between Tucson Electric Power Company, an Arizona corporation,
having an office at ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(the "Sponsor"), and FIDELITY MANAGEMENT TRUST COMPANY, a
Massachusetts trust company, having an office at ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Trustee").
WITNESSETH:
WHEREAS, the Sponsor is the sponsor of the Tucson Electric
Power Company Supplemental Retirement Account for Classified
Employees (the "Plan"); and
WHEREAS, the Sponsor wishes to establish a trust to hold and
invest contributions under the Plan for the exclusive benefit of
participants in the Plan and their beneficiaries; and
WHEREAS, the Committee, established under Section 6.1 of the
Plan (the "Named Fiduciary") is the named fiduciary of the Plan
(within the meaning of section 402(a) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")); and
WHEREAS, the Trustee is willing to hold and invest the
aforesaid contributions in trust as a nondiscretionary trustee
subject to the direction of the Named Fiduciary; and
WHEREAS, the Sponsor wishes to have the Trustee perform
certain ministerial recordkeeping functions under the Plan: and
WHEREAS, the Committee, established under Section 6.1 of the
Plan (the "Administrator") is the administrator of the Plan
(within the meaning of section 3(16)(A) of ERISA); and
WHEREAS, the Trustee is willing to perform recordkeeping
services for the Plan if the services are purely ministerial in
nature and are provided within a framework of policies,
interpretations, rules, practices, and procedures conveyed in
writing to the Trustee by the Administrator.
NOW, THEREFORE, in consideration of the foregoing premises
and the mutual covenants and agreements set forth below, the
Sponsor and the Trustee agree as follows:
Section 1. Trust. The Sponsor hereby establishes the Tucson
Electric Power Company Supplemental Retirement Account for
Classified Employees Trust (the "Trust"). The Trust shall
consist of an initial contribution of money or other property
acceptable to the Trustee in its sole discretion, made by the
Sponsor or transferred from a previous trustee under the Plan,
such additional sums of money as shall from time to time be
delivered to the Trustee under the Plan, all investments made
therewith and proceeds thereof, and all earnings and profits
thereon, less the payments that are made by the Trustee as
provided herein, without distinction between principal and
income. The Trustee hereby accepts the Trust on the terms and
conditions set forth in this Agreement. In accepting this Trust,
the Trustee shall be accountable for the assets received by it,
subject to the terms and conditions of this Agreement.
Section 2. Exclusive Benefit and Reversion of Sponsor
Contributions.
(a) Except as provided in paragraphs (b), (c), and (d) of
this Section, no part of the Trust may be used for, or diverted
to, purposes other than the exclusive benefit of the participants
in the Plan or their beneficiaries prior to the satisfaction of
all liabilities with respect to the participants and their
beneficiaries.
(b) In the case of contributions made by the Sponsor prior
to the receipt of an initial favorable determination letter from
the Internal Revenue Service with respect to the Plan, the
Sponsor may direct the Trustee to return to the Sponsor those
contributions and all earnings thereon within one year after the
Internal Revenue Service refuses in writing to issue such a
letter.
(c) In the case of any portion of a contribution made by
the Sponsor by a mistake of fact, the Sponsor may direct the
Trustee to return to the Sponsor that portion of the contribution
within one year after the payment of that portion of the
contribution.
(d) In the case of any portion of a contribution made by
the Sponsor and disallowed by the Internal Revenue Service as a
deduction under section 404 of the Internal Revenue Code of 1986,
the Sponsor may direct the Trustee to return to the Sponsor that
portion of the contribution within one year after the Internal
Revenue Service disallows the deduction in writing.
(e) Earnings attributable to the contributions returnable
under paragraph (c) or (d) shall not be returned to the Sponsor,
and any losses attributable to those contributions shall reduce
the amount returned.
Section 3. Disbursements.
(a) The Trustee shall make disbursements in the amounts and
in the manner that the Administrator directs from time to time in
writing. The Trustee shall have no responsibility to ascertain
any direction's compliance with the terms of the Plan or of any
applicable law or the direction's effect for tax purposes or
otherwise; nor shall the Trustee have any responsibility to see
to the application of any disbursement.
(b) The Trustee shall not be required to make any
disbursement in excess of the net realizable value of the assets
of the Trust at the time of the disbursement. The Trustee shall
not be required to make any disbursement in cash unless the
Administrator has provided a written direction as to the assets
to be converted to cash for the purpose of making the
disbursement.
Section 4. Investment of Trust.
(a) The Trustee shall have no responsibility for the
selection or management of investments of the Trust and shall not
render investment advice to any person in connection with any
assets of the Trust.
(b) The Named Fiduciary shall direct the Trustee as to what
investment options Plan participants may invest in, subject to
the following limitations. The Named Fiduciary may determine to
offer as investment options only (i) securities issued by the
investment companies advised by Fidelity Management & Research
Company, (ii) notes evidencing loans to Plan participants in
accordance with the terms of the Plan, (iii) guaranteed
investment contracts chosen by the Trustee and (iv) collective
investment funds maintained by the Trustee for qualified plans
and invested in such contracts; provided, however, that the
Trustee shall be considered a fiduciary with investment
discretion only with respect to Plan assets that are invested in
such guaranteed investment contracts or in collective investment
funds.
(c) Each Plan participant or the Named Fiduciary, as
provided in the Plan, shall direct the Trustee (through the
Administrator) in which investment option(s) to invest the assets
in the participant's individual accounts. Such investments (or
exchanges among investment options) shall be made on the same
business day that the Trustee receives a proper direction and
monies if received before 4:00 P.M. eastern time; if received
after 4:00 P.M. eastern time, the investments shall be made the
following business day. In the event that the Trustee fails to
receive a proper direction, the assets shall be invested in the
securities of the investment company advised by Fidelity
Management & Research Company set forth on Schedule "C", until
the Trustee receives a proper direction. In addition,
contributions the Trustee receives from the Sponsor on other than
a valuation date shall be invested in the securities of that
investment company until the following valuation date.
Withdrawals (other than those made to accomplish exchanges) shall
be made within ten (10) days of receipt by the Trustee of a
proper direction to withdraw.
(d) At the time of mailing of notice of each annual or
special stockholders' meeting of any investment company, the
Trustee shall send a copy of the notice and all proxy
solicitation materials to each Plan participant who has shares of
the investment company credited to the participant's accounts,
together with a voting direction form for return to the Trustee
or its designee. The participant shall have the right to direct
the Trustee as to the manner in which the Trustee is to vote the
shares credited to the participant's accounts (both vested and
unvested). The Trustee shall vote the shares as directed by the
participant. The Trustee shall not vote shares for which it has
received no directions from the participant. With respect to all
rights other than the right to vote, the Trustee shall follow the
directions of the participant and if no such directions are
received, the directions of the Named Fiduciary. The Trustee
shall have no duty to solicit directions from participants.
(e) (i) The Trustee shall not be liable for any loss, or
by reason of any breach, which arises from any participant's
exercise or non-exercise of rights under this Section 4 over the
assets in the participant's accounts.
(ii) The Trustee shall not be liable for any loss, or
by reason of any breach, which arises from the Named Fiduciary's
exercise or non-exercise of rights under this Section 4, unless
it was clear on their face that the actions to be taken under the
Named Fiduciary's directions were prohibited by the fiduciary
duty rules of section 404(a) of ERISA or were contrary to the
terms of the Plan or this Agreement.
(f) The Trustee shall have the following powers and
authority:
(i) Subject to paragraphs (b) and (c) of this Section
4, to sell, exchange, convey, transfer, or otherwise dispose of
any property held in the Trust, by private contract or at public
auction. No person dealing with the Trustee shall be bound to
see to the application of the purchase money or other property
delivered to the Trustee or to inquire into the validity,
expediency, or propriety of any such sale or other disposition.
(ii) Subject to paragraphs (b) and (c), to invest in
guaranteed investment contracts, and in collective investment
funds maintained by the Trustee for qualified plans and invested
in guaranteed investment contracts and short term investments
(including interest bearing accounts with the Trustee or money
market mutual funds advised by affiliates of the Trustee), in
which case the provisions of each collective investment fund in
which the Trust is invested shall be deemed adopted by the
Sponsor and the provisions thereof incorporated as a part of this
Trust as long as the fund remains exempt from taxation under
Section 401(a) and 501(a) of the Internal Revenue Code of 1986,
as amended.
(iii) To cause any securities or other property
held as part of the Trust to be registered in the Trustee's own
name, in the name of one or more of its nominees, or in the
Trustee's account with the Depository Trust Company of New York
and to hold any investments in bearer form, but the books and
records of the Trustee shall at all times show that all such
investments are part of the Trust.
(iv) To keep that portion of the Trust in cash or cash
balances as the Named Fiduciary or Administrator may, from time
to time, deem to be in the best interest of the Trust.
(v) To make, execute, acknowledge, and deliver any and
all documents of transfer or conveyance and to carry out the
powers herein granted.
(vi) To settle, compromise, or submit to arbitration
any claims, debts, or damages due to or arising from the Trust;
to commence or defend suits or legal or administrative
proceedings; to represent the Trust in all suits and legal and
administrative hearings; and to pay all reasonable expenses
arising from any such action, from the Trust if not paid by the
Sponsor.
(vii) To employ legal, accounting, clerical, and
other assistance as may be required in carrying out the
provisions of this Agreement and to pay their reasonable expenses
and compensation from the Trust if not paid by the Sponsor.
(viii) To do all other acts although not
specifically mentioned herein, as the Trustee may deem necessary
to carry out any of the foregoing powers and the purposes of the
Trust.
(g) Notes for the Purchase of a Primary Residence. The
Administrator shall act as the Trustee's agent for the purpose of
holding all trust investments in participant loan notes and
related documentation and as such shall (i) hold physical custody
of and keep safe the notes and other loan documents, (ii) collect
and remit all principal and interest payments to the Trustee,
(iii) keep the proceeds of such loans separate from the other
assets of the Administrator and clearly identify such assets as
Plan assets and (iv) cancel and surrender the notes and other
loan documentation when a loan has been paid in full. To
originate a participant loan, the Plan participant shall notify
the Trustee of the request by use of the Telephone Exchange
System. The Trustee shall determine, based on the current value
of the Plan participant's account, the amount available for the
loan. The Plan participant shall then direct the Trustee
regarding the amount to be borrowed and the term or period for
repayment. Based on the most recent interest rate supplied by
the Sponsor in accordance with the terms of the Plan, the Trustee
shall advise the Plan participant of such interest rate, as well
as the installment payment amounts. The Trustee shall forward
the loan document to the Plan participant for execution and
submission for approval to the Administrator. The Administrator
shall have the responsibility for approving the loan, via remote
access, and instructing the Trustee of such approval. The
Trustee shall send the loan proceeds to the Administrator or to
the Plan participant in accordance with the directions from the
Administrator. In all cases, such approval by the Administrator
shall be made within 30 days of the Plan participant's initial
request (the origination date).
(h) General Purpose Notes. The Administrator shall act as
the Trustee's agent for the participant loan notes and as such
shall (i) collect and remit all principal and interest payments
to the Trustee and (ii) keep the proceeds of such loans separate
from the other assets of the Administrator and clearly identify
such assets as Plan assets. To originate a participant loan, the
Plan participant shall direct the Trustee as to the term and the
amount of the loan to be made from the participant's individual
account. Such directions shall be made by Plan participants by
use of the telephone exchange system maintained for such purpose
by the Trustee or its agent. The Trustee shall determine, based
on the current value of the participant's account on the date of
the request and any guidelines provided by the Sponsor, the
amount available for the loan. Based on the monthly interest
rate supplied by the Sponsor in accordance with the terms of the
Plan, the Trustee shall advise the participant of such interest
rate, as well as the installment payment amounts. The Trustee
shall distribute the loan note with the proceed check to the
participant. The Trustee shall also distribute truth-in-lending
disclosure to the participant. To facilitate recordkeeping, the
Trustee may destroy the original of any promissory note made in
connection with a loan to a participant under the Plan, provided
that the Trustee first creates a duplicate by a photographic or
optical scanning or other process yielding a reasonable facsimile
of the promissory note and the Plan participant's signature
thereon, which duplicate may be reduced or enlarged in size from
the actual size of the original promissory note.
Section 5. Recordkeeping to Be Performed.
(a) The Trustee shall perform only the recordkeeping
services set forth on Schedule "A" attached hereto and made a
part hereof, as amended from time to time, and only within a
framework of policies, interpretations, rules, practices, and
procedures that the Administrator shall provide in writing to the
Trustee.
(b) The Trustee shall keep accurate accounts of all
investments, receipts, disbursements, and other transactions
hereunder, and shall value the assets held in the Trust as of the
last day of each fiscal quarter of the Plan and, if not on the
last day of a fiscal quarter, the date on which the Trustee
resigns or is removed as provided in Section 9 of this Agreement
is terminated as provided in Section 10 (the "Valuation Date").
Within thirty (30) days following each valuation date or within
sixty (60) days in the case of the resignation or removal of the
Trustee, or the termination of this Agreement, the Trustee shall
file with the Administrator a written account setting forth all
investments, receipts, disbursements, and other transactions
effected by the Trustee between the Valuation Date and the prior
Valuation Date, and setting forth the value of the Trust as of
the Valuation Date. Except as otherwise required under ERISA,
upon the expiration of six (6) months from the date of filing
such account with the Administrator, the Trustee shall have no
liability or further accountability to anyone with respect to the
propriety of its acts or transactions shown in such account,
except with respect to such acts or transactions as to which the
Sponsor shall within such six (6) month period file with the
Trustee written objections.
(c) All records generated by the Trustee in accordance with
paragraphs (a) and (b) shall be open to inspection and audit,
during the Trustee's regular business hours prior to the
termination of this Agreement, by the Administrator or any person
designated by the Administrator. Upon the resignation or removal
of the Trustee or the termination of this Agreement, the Trustee
shall provide to the Administrator, at no expense to the Sponsor,
in the format regularly provided to the Administrator, a
statement of each participant's accounts as of the resignation,
removal, or termination, and the Trustee shall provide to the
Administrator or the Plan's new recordkeeper such further records
as are reasonable, at the Sponsor's expense.
(d) The Trustee's provision of the recordkeeping services
set forth in this Section 5 shall be conditioned on the Sponsor
delivering to the Trustee a copy of any amendment to the Plan as
soon as administratively feasible following the amendment's
adoption, with an opinion of counsel substantially in the form of
Schedule "F", and on the Administrator providing the Trustee on a
timely basis with all the information the Administrator deems
necessary for the Trustee to perform the recordkeeping services
and such other information as the Trustee may reasonably request.
(e) The Administrator shall be responsible for the
preparation and filing of all returns, reports, and information
required of the Trust or Plan by law. The Trustee shall provide
the Administrator with such information as the Administrator may
reasonably request to make these filings.
Section 6. Compensation and Expenses. Within thirty (30)
days of receipt of the Trustee's quarterly ▇▇▇▇, which shall be
computed in accordance with Schedule "B" attached hereto and made
a part hereof, as amended from time to time, the Sponsor shall
send to the Trustee a payment in such amount. All expenses of
the Trustee relating directly to the acquisition and disposition
of investments constituting part of the Trust, and all taxes of
any kind whatsoever that may be levied or assessed under existing
or future laws upon or in respect of the Trust or the income
thereof, shall be a charge against and paid from the appropriate
Plan participants' accounts.
Section 7. Directions.
(a) The Trustee shall be fully protected in relying on the
fact that the Named Fiduciary and the Administrator under the
Plan are the individuals or persons named as such above or such
other individuals or persons as the Sponsor may notify the
Trustee in writing.
(b) Whenever the Administrator provides a direction to the
Trustee, the Trustee shall not be liable for any loss, or by
reason of any breach, arising from the direction if the direction
is contained in a writing (or is oral and immediately confirmed
in a writing) signed by any individual whose name and signature
have been submitted (and not withdrawn) in writing to the Trustee
by the Administrator (see Schedule "D"), provided the Trustee
reasonably believes the signature of the individual to be
genuine. The Trustee shall have no responsibility to ascertain
any direction's (i) accuracy, (ii) compliance with the terms of
the Plan or any applicable law, or (iii) effect for tax purposes
or otherwise.
(c) Whenever the Named Fiduciary or Sponsor provides a
direction to the Trustee, the Trustee shall not be liable for any
loss, or by reason of any breach, arising from the direction (i)
if the direction is contained in a writing (or is oral and
immediately confirmed in a writing) signed by any individual
whose name and signature have been submitted (and not withdrawn)
in writing to the Trustee by the Named Fiduciary (see Schedule
"E") and (ii) if the Trustee reasonably believes the signature of
the individual to be genuine, unless it is clear on the
direction's face that the actions to be taken under the direction
would be prohibited by the fiduciary duty rules of section 404(a)
of ERISA or would be contrary to the terms of the Plan or this
Agreement.
(d) In any other case, the Trustee shall not be liable for
any loss, or by reason of any breach, arising from any act or
omission of another fiduciary under the Plan except as provided
in section 405(a) of ERISA.
(e) The Sponsor shall indemnify the Trustee against, and
hold the Trustee harmless from, any and all loss, damage,
penalty, liability, cost, and expense, including without
limitation, reasonable attorneys' fees and disbursements, that
may be incurred by, imposed upon, or asserted against the Trustee
by reason of any claim, regulatory proceeding, or litigation
arising from any act done or omitted to be done by any other
individual or person with respect to the Plan or Trust, excepting
only any and all loss, etc., arising solely from the Trustee's
breach of any duty imposed on the Trustee by this Trust Agreement
or ERISA.
(f) The provisions of this Section 7 shall survive the
termination of this Agreement.
Section 8. Resignation or Removal of Trustee.
(a) The Trustee may resign at any time upon sixty (60)
days' notice in writing to the Sponsor, unless a shorter period
of notice is agreed upon by the Sponsor.
(b) The Sponsor may remove the Trustee at any time upon
sixty (60) days' notice in writing to the Trustee, unless a
shorter period of notice is agreed upon by the Trustee.
Section 9. Successor Trustee.
(a) If the office of Trustee becomes vacant for any reason,
the Sponsor may in writing appoint a successor trustee under this
Agreement. The successor trustee shall have all of the rights,
powers, privileges, obligations, duties, liabilities, and
immunities granted to the Trustee under this Agreement. The
successor trustee and predecessor trustee shall not be liable for
the acts or omissions of the other with respect to the Trust.
(b) When the successor trustee accepts its appointment
under this Agreement, title to and possession of the Trust assets
shall immediately vest in the successor trustee without any
further action on the part of the predecessor trustee. The
predecessor trustee shall execute all instruments and do all acts
that reasonably may be necessary or reasonably may be requested
in writing by the Sponsor or the successor trustee to vest title
to all Trust assets in the successor trustee or to deliver all
Trust assets to the successor trustee.
(c) Any successor of the Trustee or successor trustee,
through sale or transfer of the business or trust department of
the Trustee or successor trustee, or through reorganization,
consolidation, or merger, or any similar transaction, shall, upon
consummation of the transaction, become the successor trustee
under this Agreement.
Section 10. Termination. This Agreement may be terminated at
any time by the Sponsor upon sixty (60) days' notice in writing
to the Trustee. On the date of the termination of this
Agreement, the Trustee shall forthwith transfer and deliver to
such individual or entity as the Sponsor shall designate, all
cash and assets then constituting the Trust. If, by the
termination date, the Sponsor has not notified the Trustee in
writing as to whom the assets and cash are to be transferred and
delivered, the Trustee may bring an appropriate action or
proceeding for leave to deposit the assets and cash in a court of
competent jurisdiction. The Trustee shall be reimbursed by the
Sponsor for all costs and expenses of the action or proceeding
including, without limitation, reasonable attorneys' fees and
disbursements.
Section 11. Resignation, Removal, and Termination Notices.
All notices of resignation, removal, or termination under this
Agreement must be in writing and mailed to the party to which the
notice is being given by certified or registered mail, return
receipt requested, to the Sponsor c/o ▇▇▇▇ ▇▇▇▇▇▇▇, Tucson
Electric Power Company, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, and to the Trustee c/o ▇▇▇▇ ▇. ▇▇▇▇▇▇, Fidelity
Investments, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
or to such other addresses as the parties have notified each
other of in the foregoing manner.
Section 12. Duration. This Trust shall continue in effect
without limit as to time, subject, however, to the provisions of
this Agreement relating to amendment, modification, and
termination thereof.
Section 13. Amendment or Modification. Subject to the
provisions of Section 2, this Agreement may be amended or
modified at any time and from time to time only by an instrument
executed by both the Sponsor and the Trustee. In addition, the
Plan may not be amended in any way that might affect the
Trustee's responsibilities hereunder without first obtaining the
written consent of the Trustee. The Trustee shall not
unreasonably withhold its consent to any amendment or
modification of this Agreement or the Plan required to obtain or
maintain the Trust's qualified status under section 401(a) of the
Internal Revenue Code of 1986. Notwithstanding the foregoing, to
reflect increased operating costs the Trustee may once each
calendar year amend Schedule "B" without the Sponsor's consent
upon seventy-five (75) days written notice to the Sponsor.
Section 14. General.
(a) Fidelity Investments Institutional Operations Company
as Agent for Trustee. The Sponsor specifically acknowledges and
authorizes that Fidelity Investments Institutional Operations
Company may act as agent for the Trustee in the performance of
nonfiduciary, ministerial functions under this Agreement;
Fidelity Investments Institutional Operations Company's expenses
and compensation shall be paid by the Trustee and not by the
Sponsor or from the Trust.
(b) Entire Agreement. This Agreement contains all of the
terms agreed upon between the parties with respect to the subject
matter hereof.
(c) Waiver. No waiver by either party of any failure or
refusal to comply with an obligation hereunder shall be deemed a
waiver of any other or subsequent failure or refusal to so
comply.
(d) Successors and Assigns. The stipulations in this
Agreement shall inure to the benefit of, and shall bind, the
successors and assigns of the respective parties.
(e) Partial Invalidity. If any term or provision of this
Agreement or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable,
the remainder of this Agreement, or the application of such term
or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Agreement shall be
valid and enforceable to the fullest extent permitted by law.
(f) Section Headings. The headings of the various sections
and subsections of this Agreement have been inserted only for the
purposes of convenience and are not part of this Agreement and
shall not be deemed in any manner to modify, explain, expand or
restrict any of the provisions of this Agreement.
Section 15. Governing Law.
(a) This Agreement is being made in the Commonwealth of
Massachusetts, and the Trust shall be administered as a
Massachusetts trust. The validity, construction, effect, and
administration of this Agreement shall be governed by and
interpreted in accordance with the laws of the Commonwealth of
Massachusetts, except to the extent those laws are superseded
under section 514 of ERISA.
(b) The Trustee is not a party to the Plan, and in the
event of any conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of this Agreement
shall control.
SCHEDULE "A"
RECORDKEEPING SERVICES
Administration
* Establishment and maintenance of participant account and
election percentages.
* Maintenance of seven plan investment options:
- Fidelity Equity-Income Fund
- Fidelity Magellan Fund
- Fidelity Growth Company Fund
- Fidelity Intermediate Bond Fund
- Fidelity Retirement Money Market Portfolio
- Fidelity Asset Manager
- Fidelity Managed Income Portfolio
* Maintenance of five money classifications:
- Company Matching Contributions
- Salary Deferral Contributions
- CPC Deferred Compensation Contributions Account
- CPC Company Contributions Account
- CPC Rollover Contributions Account
* Processing of mutual fund trades.
The Trustee will provide only the recordkeeping services set
forth on this Schedule "A" and no others.
Processing
* Bi-Weekly processing of contribution data.
* Quarterly processing of transfers and changes of future
allocations.
* Monthly processing of withdrawals.
* Daily processing of terminations via telephone according to
specific guidelines provided by the Sponsor; prepare and
mail to the participant a confirmation of telephonic
instructions within five (5) business days of the
instruction.
Other
* Monthly trial balance.
* Quarterly administrative reports.
* Quarterly participant statements.
* 1099Rs
Other
* Loans.
THE COMMITTEE FIDELITY MANAGEMENT TRUST
COMPANY
By/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1/25/94 By/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. 2/9/94
Date Date
Schedule "B"
FEE SCHEDULE
Recordkeeping Fees
__ Annual Participant Fee Fees will be billed quarterly
and are subject
(See below) to a $5,000.00* per year or
$12.00 per participant per
year minimum fee, whichever is
greater.
Fidelity Funds Only Annual Fee
1-1,000 participants $12 per participant
Next 1,001-3,000 participants $10 per participant over 1,000
Next 3,001-5,000 participants $ 8 per participant over 3,000
5,001 participants and above $ 6 per participant over 5,000
__ Account Establishment Fee $2.00 per participant.
__ Loan Fees: Establishment fee of $35.00
per loan account; annual fee
of $15.00 per loan account.
__ Other Fees: extraordinary expenses
resulting from large numbers
of simultaneous manual
transactions or from errors
not caused by Fidelity.
* This fee will be imposed pro rata for each calendar quarter,
or any part thereof, that it remains necessary to keep a
participant's account(s) as part of the Plan's records, e.g,
vested, deferred, forfeiture, top-heavy and terminated
participants who must remain on file through calendar
year-end for 1099R reporting.
__ Remote Access $1,000 per year. Installation of
one remote access provided free of
charge.
Trustee Fees
__ 0.0125% per calendar quarter of the assets in the Trust as
of the calendar quarter's last valuation date
TUCSON ELECTRIC POWER FIDELITY MANAGEMENT TRUST
COMPANY COMPANY
By/s/ By/s/
Date Executive Vice President Date
Schedule "C"
INVESTMENT OPTIONS
In accordance with Section 4(b), the Named Fiduciary
hereby directs the Trustee that participants' individual accounts
may be invested in the following investment options:
- Fidelity Equity-Income Fund
- Fidelity Magellan Fund
- Fidelity Growth Company Fund
- Fidelity Intermediate Bond Fund
- Retirement Money Market Portfolio
- Fidelity Asset Manager
- Fidelity Managed Income Portfolio
The investment company advised by Fidelity Management &
Research Company referred to in Section 4(c) shall be Retirement
Money Market Portfolio.
THE COMMITTEE
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1/22/91
Date
Schedules "D" and "E"
TUCSON ELECTRIC POWER COMPANY
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
October 17, 1996
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Fidelity Investments
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
RE: Tucson Electric Power Company Supplemental Retirement
Account for Classified Employees
Dear ▇▇. ▇▇▇▇▇▇▇,
This letter is sent to you in accordance with the Trust
Agreement (Section 7(b) and 7(c)), dated November 1, 1985. We
hereby designate ▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, as the individuals who may provide
directions upon which Fidelity Management Trust Company shall be
fully protected in relying. Only one such individual need
provide any direction. The signature of each designated
individual is set forth below and certified to be such.
You may rely upon each designation and certification set
forth in this letter until we deliver to you written notice of
the termination of authority of a designated individual.
Sincerely Yours,
TUCSON ELECTRIC POWER COMPANY
By /s/ ▇▇▇▇ Hermarson
/s/ ▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Schedule "F"
