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Exhibit 99.(i)
THE BLACKROCK CLOSED-END COMPLEX
SECOND AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
The Board of the BlackRock Closed-End Complex established the BlackRock Closed-End Complex
Deferred Compensation Plan, effective as of February 24, 2000. The BlackRock Closed-End Complex
Deferred Compensation Plan was amended and restated effective as of September 27, 2002 and
subsequently amended and restated effective as of January 1, 2008 (as amended and restated, the
“Plan”). The purpose of the Plan is to provide eligible trustees of Participating Funds
the opportunity to defer the receipt of all or a portion of the amounts payable to them as
compensation for services rendered as members of the Board of the respective funds. The terms and
conditions applicable to Deferred Compensation that is not Grandfathered Deferred Compensation
shall be governed by the terms of Appendix A attached hereto.
1. DEFINITIONS
1.1 Definitions. Unless a different meaning is plainly implied by the context, the following
terms as used in the Plan shall have the following meanings:
The term “Administrator” shall mean BlackRock Advisors, LLC, in its capacity as the
administrator of the Plan on behalf of the Participating Funds; provided, that, BlackRock Advisors,
LLC may hire consultants or other third parties to provide administrative services in connection
with the Plan.
The term “Advisor” shall mean BlackRock Advisors, LLC and its affiliates.
The term “Board” shall mean the Board of Trustees or Board of Directors of each
respective Participating Fund.
The term “Deferral Share Account” shall mean a book entry account maintained to
reflect the number and value of shares of Eligible Investments that the Administrator determines
could have been purchased with an Eligible Trustee’s Deferred Compensation as provided in this Plan
and any earnings thereon.
The term “Eligible Investment” shall mean a fund managed by the Advisor and designated
by the Participating Funds from time to time as an investment medium that may be chosen by an
Eligible Trustee in which such Trustee’s Deferred Compensation may be deemed to be invested,
provided that any Eligible Investment that is also the Participating Fund from which an Eligible
Trustee’s deferred compensation is paid, is not an Eligible Investment that may be chosen by such
Trustee as an investment medium for such deferred compensation.
The term “Eligible Trustee” shall mean a member of the Board who is not an “interested
person” of a Participating Fund or the Adviser, as such term is defined under Section 2(a)(19) of
the Investment Company Act of 1940, as amended (the “1940 Act”).
The term “Exchange” shall mean the principal stock exchange on which common shares of
an Eligible Investment trade.
The term “Fair Market Value” shall mean, with respect to a date, on a per share basis,
the closing price of an Eligible Investment, as reported on the consolidated tape of the Exchange
on such date or, if the Exchange is closed on such date, the next succeeding date on which it is
open.
The term “Grandfather Deferred Compensation” shall mean all Deferred Compensation
amounts which were earned and vested under the Plan as of December 31, 2004.
The term “Participating Funds” shall mean those registered investment management
companies for which the Advisor serves or will serve in the future as investment manager, whether
existing at the time of adoption of the Plan or established at a later date, designated by each
respective Board as a fund from which compensation may be deferred by an Eligible Trustee.
Participating Funds shall be listed on Schedule A to the Plan from time to time, provided that
failure to list a Participating Fund on Schedule A shall not affect its status as a Participating
Fund.
The term “Valuation Date” shall mean the last business day of each calendar quarter
and any other day upon which the Participating Fund makes valuations of the Deferral Share
Accounts.
1.2 Trustees and Directors. Where appearing in the Plan, “Trustee” shall also refer
to “Director” and “Board of Trustees” shall also refer to “Board of
Directors.”
1.3 Separate Plan for each Participating Fund. The Plan is drafted, and shall be construed,
as a separate Plan between each Eligible Trustee and each Participating Fund.
2. DEFERRALS
2.1 Deferral Elections.
(a) An Eligible Trustee that elects to participate in the Plan (a “Participant”) may
defer receipt of up to 50% of all annual compensation (including fees for attending meetings)
earned by such Eligible Trustee for serving as a member of the
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Board or as a member of any committee (or subcommittee of such committee) of the Board of
which such Eligible Trustee from time to time may be a member (the “Deferred
Compensation”). Expenses of attending meetings of the Board, committees of the Board or
subcommittees of such committees or other reimbursable expenses may not be deferred.
(b) Deferred Compensation shall be withheld from each payment of compensation by the
Participating Fund to the Participant based upon the percentage amount elected by the Participant
under Section 2.3 hereof and pursuant to the Participant’s Election Form.
2.2 Manner of Election.
(a) An Eligible Trustee shall elect to participate in the Plan and defer compensation by
completing, signing and filing with the Participating Funds an election to defer in such written
form as may be prescribed (the “Election”). The Election shall include:
(i) The percentage of compensation to be deferred;
(ii) The method of payment of Deferred Compensation (i.e., in a lump sum or
the number of installments);
(iii) The time or times of payment of the Deferred Compensation; and
(iv) Any beneficiary(ies) designated by the Participant pursuant to Section
3.2 of the Plan.
(b) Each Participant’s receipt of compensation shall be deferred until the first to occur of
any of the following events:
(i) The date which such Participant ceases to be a Trustee of the
Participating Fund;
(ii) A date selected by such Participant as specified on the Participant ‘s
Election;
(iii) A date on which some future event occurs which is not within the
Participant’s control, as specified on the Participant’s Election;
(iv) Upon the death of the Participant;
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(v) In the sole discretion of the Participating Fund, upon disability or
financial hardship of the Participant;
(vi) The effective date of the sale or liquidation of the Participating Fund
or to comply with applicable law; or
(vii) Upon termination of the Plan in accordance with Section 4.5 hereof.
2.3 Period of Deferrals.
(a) Any Election by an Eligible Trustee pursuant to the Plan shall be irrevocable from and
after the date on which such Election is filed with the Participating Fund and shall be effective
to defer compensation of an Eligible Trustee as follows:
(i) As to any Eligible Trustee in office on the original effective date of
the Plan (prior to any amendments or restatements) who files an Election no later
than thirty (30) days after such effective date, such Election shall be effective
to defer any compensation which is earned by the Eligible Trustee after the date
of the filing of the Election, or such effective date of the Plan, if later;
(ii) As to any individual who becomes an Eligible Trustee after the original
effective date of the Plan and who files an Election within thirty (30) days of
becoming an Eligible Trustee, such Election shall be effective to defer any
compensation which is earned by the Eligible Trustee after the date of the filing
of the Election, or the effective date of the Plan, if later;
(iii) As to any other Eligible Trustee, the Election shall be effective to
defer any compensation that is earned from and after the first day of the calendar
year next succeeding the calendar year in which the Election is filed; and
(iv) Any Elections in effect on the date this Plan is amended and restated
shall remain in effect so that a Participant need not execute new a Election.
(b) A Participant may revoke such Participant’s Election at any time by filing a written
notice of termination with the Participating Fund. Any compensation earned by the Participant
after receipt of the notice by the Participating Fund shall be paid currently and no longer
deferred as provided in the Plan.
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(c) A Participant who has filed a notice to terminate deferral of compensation may thereafter
again file a new Election pursuant to Section 2.2(a) hereof effective for any calendar year
subsequent to the calendar year in which the new Election is filed.
2.4 Valuation of Deferral Share Account.
(a) Deferred Compensation will be deferred on the date it otherwise would have been paid to a
Participant (the “Deferral Date”). Participating Funds from which Compensation will be
deferred will establish a Deferral Share Account for each Participant that will be credited with
all or a portion of the Participant’s Deferred Compensation from time to time in accordance with
this Plan. The specific Participating Funds that maintain Deferral Share Accounts will be
determined by the Administrator in its sole discretion. The amount initially credited to a
Participant’s Deferral Share Account in connection with each Deferred Compensation amount shall be
determined by reference to the number of whole shares of Eligible Investments selected by the
Participant that the Deferred Compensation could have purchased at the Fair Market Value per share
of such Eligible Investments on a date on or about the Deferral Date (less any brokerage fees
payable upon the acquisition of shares of such in the open market). Deferred Compensation shall be
credited to the Deferral Share Account as soon as reasonably practicable after the Deferral Date,
as determined by the Administrator in its sole discretion. Deferred Compensation not credited to
the Deferral Share Account on or about the Deferral Date (e.g., because the remaining
amount is not sufficient to purchase an additional whole share of Eligible Investments selected by
the Participant or for any other reason) shall be credited to the Deferral Share Account as soon as
reasonably practicable, as determined by the Administrator in its sole discretion (i.e., as
soon as such amount, when taken together with other uncredited amounts, is sufficient to purchase a
whole share of an Eligible Investment as selected by the Participant).
(b) On each Valuation Date, each Deferral Share Account will be credited or debited with the
amount of gain or loss that would have been recognized had the Deferral Share Account been invested
in the Eligible Investments designated by the Participant. Each Deferral Share Account will be
credited with the Fair Market Value of shares that would have been acquired through reinvestment of
dividends and capital gains distributed as if the amount of Deferred Compensation represented by
such Deferral Share Account had been invested and reinvested in shares of the Eligible Investments
designated by the Participant. Each Participating Fund shall, from time to time, further adjust
the Participant’s Deferral Share Account to reflect the value which would have been earned as if
the amount of Deferred Compensation credited to such Deferral Share Account had been invested and
reinvested in shares of the Eligible Investments designated by the Participant, as determined by
the Administrator in its sole discretion in accordance with this Plan.
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(c) The Deferral Share Account shall be debited to reflect any distributions as of the date
such distributions are made in accordance with Section 3 of the Plan.
2.5 Investment of Deferral Share Account.
(a) The Participating Funds shall from time to time designate one or more funds eligible for
investment. A Participant’s deferred amounts shall be allocated equally among the Eligible
Investments. If, as the result of the requirement that notional purchases of Eligible Investments
be made in whole shares as set forth in Section 2.4 or for any other reason, not all of a
Participant’s Deferred Compensation has been credited to the Deferral Share Account, the cash
balance of such Deferred Compensation shall be held until the next Valuation Date on which the
Administrator determines, in its sole discretion, that it is reasonably practicable to make a
notional purchase (debiting the cash balance of the Participant’s Deferred Compensation) of one or
more Eligible Investments then selected by the Participant.
(b) Participating Funds may, from time to time, remove any fund from or add any fund to the
list of Eligible Investments. If the Participating Funds discontinue an Eligible Investment, the
Administrator will redirect amounts deferred in the discontinued Eligible Investment to other
Eligible Investments currently in effect.
3. DISTRIBUTIONS FROM DEFERRAL SHARE ACCOUNT
3.1 Distribution Election.
The aggregate value of a Participant’s Deferral Share Account and any Deferred Compensation
held in cash and not yet credited to a Participant’s Deferral Share Account will be paid in a lump
sum or in ten (10) or fewer annual installments, as specified in the Participant’s Election (or
Elections). Distributions will be made as of the first business day of January of the calendar
year following the calendar year in which the Participant ceases being a Trustee or on such other
dates as the Participant may specify in such Election (or Elections), which shall not be earlier
than six (6) months following the Election.
(a) If a Participant elects installment payments, the unpaid balance in the Participant’s
Deferral Share Account shall continue to accrue earnings and dividend equivalents, computed in
accordance with the provisions of Section 2.4, and shall be prorated and paid over the installment
period. The amount of the first payment shall be a fraction of the then Fair Market Value of such
Participant’s Deferral Share Account, the numerator of which is one, and the denominator of which
is the total number of installments; provided that cash not yet credited to a Participant’s
Deferral
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Share Account, if any, will be added to such amount as a part of the first payment. The
amount of each subsequent payment shall be a fraction of the then Fair Market Value of the
Participant’s Deferral Share Account remaining after the prior payment, the numerator of which is
one and the denominator of which is the total number of installments elected minus the number of
installments previously paid.
(b) All payments shall be in cash; provided, however, if a lump sum payment is elected, the
Participant may elect to receive payment in full and fractional shares of the Eligible Investments
selected by such Participant at Fair Market Value at the time of payment of the amounts credited to
the Participant’s Deferral Share Account; provided, further, that any Deferred Compensation held in
cash will be distributed in cash. Any such election shall be filed in writing by the Participant
with the Participating Fund at least ten (10) business days prior to the date which such payment is
to be made.
(c) A Participant may at any time, and from time to time, change any distribution election
applicable to such Participant’s Deferral Share Account, provided that no election to change the
timing of any distribution shall be effective unless it is made in writing and received by the
Participating Fund at least six (6) months prior to the earlier of (i) the time at which the
Participant ceases to be a Trustee or (ii) the time such distribution shall commence.
3.2 Death Prior to Complete Distribution. In the event of a Participant’s death prior to
distribution of all amounts in such Participant’s Deferral Share Account, notwithstanding any
Election made by the Participant and notwithstanding any other provision set forth herein, the
value of such Deferral Share Account plus any Deferred Compensation held in cash shall be paid in a
lump sum in accordance with the provisions of the Plan as soon as reasonably possible to the
Participant’s designated beneficiary(ies) (the “Beneficiary”) or, if such Beneficiary(ies)
does not survive the Participant or no beneficiary is designated, to such Participant’s estate. Any
Beneficiary(ies) so designated by a Participant may be changed at any time by notice in writing
from such Participant to the Participating Fund. All payments under this Section 3.2 shall
otherwise be paid in accordance with Section 3.1 hereof.
3.3 Payment in Discretion of Participating Funds.
Amounts deferred hereunder, based on the then adjusted value of the Participant’s Deferral
Share Account as of the Valuation Date next following plus any Deferred Compensation held in cash,
may become payable to the Participant in the discretion of the Participating Fund:
(a) Disability. If the Participating Fund finds on the basis of medical evidence satisfactory
to it that the Participant is prevented from engaging in any
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suitable gainful employment or occupation and that such disability will be permanent and
continuous during the remainder of such Participant’s life, the Participating Fund shall distribute
the amounts in the Participant’s Deferral Share Account plus any Deferred Compensation held in cash
in a lump sum or in the number of installments previously selected by the Participant.
(b) Financial Hardship. If the Participant requests and if the Participant provides evidence
of financial hardship, the Participating Fund may, in its sole and absolute discretion, permit a
distribution of all or a portion of the Participant’s Deferral Share Account plus any Deferred
Compensation held in cash prior to the date on which payments would have commenced under Section
3.1.
3.4 Acceleration of Payments.
(a) In the event of the liquidation, dissolution or winding up of a Participating Fund or the
distribution of all or substantially all of a Participating Fund’s assets and property to its
shareholders (for this purpose a sale, conveyance or transfer of a Participating Fund’s assets to a
trust, partnership, association or another corporation in exchange for cash, shares or other
securities with the transfer being made subject to, or with the assumption by the transferee of,
the liabilities of such Participating Fund shall not be deemed a termination of such Participating
Fund or such a distribution), the entire unpaid balance of the Participant’s Deferral Share Account
plus any Deferred Compensation held in cash of such Participating Fund shall be paid in a lump sum
as of the effective date thereof.
(b) The Participating Funds are empowered to accelerate the payment of deferred amounts to all
Participants and Beneficiaries in the event that there is a change in law which would have the
effect of adversely affecting such persons’ rights and benefits under the Plan if acceleration did
not occur.
4. MISCELLANEOUS
4.1 Statements of Account.
The Participating Funds will furnish each Participant with a statement setting forth the value
of such Participant’s Deferral Share Account plus any Deferred Compensation held in cash as of the
end of each calendar year and all credits and debits of such Deferral Share Account or to any
Deferred Compensation held in cash during such year. Such statements will be furnished no later
than sixty (60) days after the end of each calendar year.
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4.2 Rights in Deferral Share Account.
Credits to the Deferral Share Accounts or to any Deferred Compensation held in cash shall (i)
remain part of the general assets of the Participating Funds, (ii) at all times be the sole and
absolute property of the Participating Funds and (iii) in no event be deemed to constitute a fund,
trust or collateral security for the payment of the Deferred Compensation to which Participants are
entitled. The right of the Participant or any Beneficiary or estate to receive future payment of
Deferred Compensation under the provisions of the Plan shall be an unsecured claim against the
general assets of the Participating Funds, if any, available at the time of payment. A
Participating Fund shall not reserve or set aside funds for the payment of its obligations
hereunder by any form of trust, escrow, or similar arrangement. The arrangement described in this
Plan shall be “unfunded” for U.S. federal income tax purposes and for purposes of the Employee
Retirement Security Income Act of 1974, as amended.
4.3 Non-Assignability.
The rights and benefits of Participants under the Plan and any other person or persons to whom
payments may be made pursuant to the Plan shall not be subject to alienation, assignment, pledge,
transfer or other disposition, except as otherwise provided by law.
4.4 Interpretation and Administration.
The Participating Funds shall have the general authority to interpret, construe and implement
provisions of the Plan and to adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as shall be from time to time, deemed advisable. Any determination by
the Participating Funds shall be final and conclusive.
4.5 Amendment and Termination.
The Participating Funds may in their sole discretion amend or terminate the Plan at any time.
No amendment or termination shall adversely affect any then existing deferred amounts or rights
under the Plan. Upon termination of the Plan, the remaining balance of the Participant’s Deferral
Share Account plus any Deferred Compensation held in cash shall be paid to the Participant (or to a
beneficiary, as the case may be), in a lump sum as soon as practicable but no more than thirty (30)
days following termination of the Plan.
4.6 Incapacity.
If the Participating Funds shall receive satisfactory evidence that the Participant or any
Beneficiary entitled to receive any benefit under the Plan is, at the time
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when such benefit becomes payable, a minor, or is physically or mentally incompetent to
receive such benefit and to give a valid release therefor, and that another person or an
institution is then maintaining or has custody of the Participant or Beneficiary and that no
guardian, committee or other representative of the estate of the Participant or Beneficiary shall
have been duly appointed, the Participating Funds may make payment of such benefit otherwise
payable to the Participant or Beneficiary to such other person or institution and the release of
such other person or institution shall be a valid and complete discharge for the payment of such
benefit.
4.7 Payments Due Missing Persons.
The Participating Funds shall make a reasonable effort to locate all persons entitled to
benefits under the Plan. However, notwithstanding any provisions of the Plan to the contrary, if,
after a period of five (5) years from the date such benefit shall be due, any such persons entitled
to benefits have not been located, their rights under the Plan shall stand suspended. Before this
provision becomes operative, the Participating Funds shall send a certified letter to all such
persons to their last known address advising them that their benefits under the Plan shall be
suspended. Any such suspended amounts shall be held by the Participating Funds for a period of
three (3) additional years (or a total of eight (8) years from the time the benefits first become
payable) and thereafter, if unclaimed, such amounts shall be forfeited, subject to applicable laws
in the jurisdiction in which the respective Participating Fund is organized.
4.8 Agents.
The Participating Funds may employ agents and provide for such clerical, legal, actuarial,
accounting, advisory or other services as they deem necessary to perform their duties under the
Plan. The Participating Funds shall bear the cost of such services and all other expenses incurred
in connection with the administration of the Plan.
4.9 Governing Law.
All matters concerning the validity, construction and administration of the Plan shall be
governed by the laws of the state in which the respective Participating Fund is organized.
4.10 Non-Guarantee of Status.
Nothing contained in the Plan shall be construed as a contract or guarantee of the right of
the Participant to be, or remain as, a Trustee of any of the Participating Funds or to receive any,
or any particular rate of, compensation from any of the Participating Funds.
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4.11 Counsel.
The Participating Funds may consult with legal counsel with respect to the meaning or
construction of the Plan, their obligations or duties hereunder or with respect to any action or
proceeding or any question of law, and they shall be fully protected with respect to any action
taken or omitted by them in good faith pursuant to the advice of legal counsel.
4.12 Entire Plan.
The Plan contains the entire understanding between the Participating Funds and the Participant
with respect to the payment of non-qualified elective deferred compensation by the Participating
Funds to the Participant.
4.13 Non-liability of Administrator and Participating Funds.
Interpretations of, and determinations (including factual determinations) related to, the Plan
made by the Administrator or Participating Funds in good faith, including any determinations of the
amounts of the Deferral Share Accounts, shall be conclusive and binding upon all parties; and the
Administrator, the Participating Funds and their officers and Trustees shall not incur any
liability to the Participant for any such interpretation or determination so made or for any other
action taken by it in connection with the Plan in good faith.
4.14 Successors and Assigns.
The Plan shall be binding upon, and shall inure to the benefit of, the Participating Funds and
their successors and assigns and to the Participants and their heirs, executors, administrators and
personal representatives.
4.15 Severability.
In the event any one or more provisions of the Plan are held to be invalid or unenforceable,
such illegality or unenforceability shall not affect the validity or enforceability of the other
provisions hereof and such other provisions shall remain in full force and effect unaffected by
such invalidity or unenforceability.
4.16 Rule 16b-3 Compliance.
It is the intention of the Participating Funds that all transactions under the Plan be exempt
from liability imposed by Section 16(b) of the Securities Exchange Act of 1934, as amended.
Therefore, if any transaction under the Plan is found not to be in compliance with Section 16(b),
the provision of the Plan governing such transaction shall be deemed amended so that the
transaction does so comply and is so exempt, to the
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extent permitted by law and deemed advisable by the Participating Fund, and in all events the
Plan shall be construed in favor of its meeting the requirements of an exemption.
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IN WITNESS WHEREOF, each Participating Fund has caused this Plan to be executed by one of its
duly authorized officers, as of this 1st day of January 2008.
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By: |
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Name: |
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Title: |
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Witness: |
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Name: |
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Title: |
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SCHEDULE A
BLACKROCK CLOSED-END COMPLEX
DEFERRED COMPENSATION PLAN
PARTICIPATING FUNDS
Each registered closed-end investment company advised by BlackRock Advisors, LLC is a
Participating Fund except as set forth below:
None
SCHEDULE B
ELIGIBLE INVESTMENTS
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1.
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BlackRock International Growth and Income Trust
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BGY |
2.
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BlackRock Preferred and Equity Advantage Trust
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BTZ |
3.
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BlackRock Enhanced Dividend Achieverstm Trust
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BDJ |
4.
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BlackRock Global Energy and Resources Trust
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BGR |
5.
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BlackRock Global Floating Rate Income Trust
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BGT |
6.
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BlackRock Preferred Income Strategies Fund, Inc.
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PSY |
7.
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BlackRock Limited Duration Income Trust
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BLW |
8.
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BlackRock Corporate High Yield Fund VI, Inc.
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HYT |
BLACKROCK CLOSED-END COMPLEX
DEFERRED COMPENSATION PLAN
Deferral Election Form
The undersigned hereby elects to participate in the Deferred Compensation Plan
(“Plan”) in accordance with the elections made in this Deferral Election Form. I
understand that the percentage of my compensation set forth below will be deferred under the Plan
and “invested” equally in the eight funds that are Eligible Investments.
1. Amount Deferred
I hereby elect to defer up to ___% (not more than 50%) of the annual compensation I earn as a
Trustee of the BlackRock Closed-End Complex subsequent to the effective date of this election form.
2. Time of Payment
I hereby elect for deferred amounts to be paid as follows:
o On the first business day in January of the calendar year following the calendar year in
which I cease to be a Trustee; or
o On the following other date:
3. Number of Payments
I hereby elect to receive payment as follows:
o Entire amount in a lump sum; or
o In annual installments (not to exceed 10).
I hereby relinquish and release any and all rights to receive payment of the deferred amounts
except in accordance with the Plan. I hereby direct and authorize the Administrator to make
payments of deferral amounts as it deems necessary or desirable to facilitate administration of the
Plan; provided, that such payments shall be made in accordance with the Plan and the foregoing
elections.
Executed this ___day of
Received and accepted by each of the Participating Funds:
BLACKROCK CLOSED-END COMPLEX
DEFERRED COMPENSATION PLAN
Designation of Beneficiary
The undersigned hereby designates the person or persons named below as the beneficiary(ies) of any
benefits which may become due according to the terms and conditions of the BlackRock Closed-End
Complex Deferred Compensation Plan (the “Plan”) in the event of my death.
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o To my Estate: or |
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o To the following beneficiaries: |
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Primary: |
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(Name, address and relationship) if living, or if not living at my
my death, to |
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Secondary: |
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(Name, address and relationship) if living, or if not living at my
my death, to my Estate. |
I hereby revoke all prior beneficiary designation(s) made under the terms of the Plan by execution
of this form.
Executed this day of , ___