First Financial Management Corp – ‘10-Q’ for 6/30/94 – EX-4.1

As of:  Friday, 8/12/94   ·   For:  6/30/94   ·   Accession #:  950144-94-1478   ·   File #:  1-10442

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        First Financial Management 10-Q                       13     55K 
 2: EX-4.1      Amendments 1 & 2 to Savings Plan                      23     40K 
 3: EX-10.1     Amendment to Incentive Stock Plan                      1      7K 
 4: EX-10.2     Agreement Plan of Reorganization and Merger           57    255K 

EX-4.1   —   Amendments 1 & 2 to Savings Plan

EX-4.1
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                                                                   EXHIBIT 4.1
AMENDMENT NO. 1 
TO THE
FFMC SAVINGS PLUS PLAN
1991 RESTATEMENT

         THIS IS AN AMENDMENT to the FFMC SAVINGS PLUS PLAN 1991
RESTATEMENT (the "Plan") made this 2nd day of November, 1992 by and between     
FIRST FINANCIAL MANAGEMENT CORPORATION (the "Company") and WACHOVIA BANK OF     
GEORGIA, N.A. (the "Trustee").                                                  

BACKGROUND STATEMENT

                The Company and the Trustee desire to amend the Plan to comply
with certain technical changes in the law regarding qualified employee benefit  
plans under the Tax Reform Act of 1986 and subsequent legislation and           
regulations and to reflect certain special rules applicable to benefits         
transferred from other qualified retirement plans to the Plan pursuant to       
certain corporate acquisitions by the Company.  Therefore, the Plan is amended  
in the following respects, such amendment to be effective as of January 1, 1988 
unless otherwise specified below:                                               

1.

              Paragraph 3.1(e)(ii) is amended by deleting subparagraph [E]
thereof and by substituting the following:                                      

                         "[E]  The term "Highly Compensated Employee" or "HCE"
      shall mean any Employee who performed services for an Employer or an
      Affiliate during the determination year and who during the look-back
year (i) was at any time a 5-percent owner (as defined in     

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section 416(i)(1)(B)(i) of the Code) of an Employer, (ii) received compensation 
from an Employer or an Affiliate in excess of $75,000 (as adjusted pursuant to  
section 415(d) of the Code), (iii) received compensation from an Employer or an 
Affiliate in excess of $50,000 (as adjusted pursuant to section 415(d) of the   
Code) and was a member of the top-paid group for such year, or (iv) was an      
officer of an Employer or an Affiliate and received compensation during such    
year greater than 50 percent of the dollar limitation in effect under section   
415(b)(1)(A) of the Code.  The term "Highly Compensated Employee" also includes 
an Employee who is both described in items (ii), (iii) or (iv) of the preceding 
sentence if the term "determination year" is substituted for the term "look-    
back year" and the Employee is one of the 100 employees who received the most   
compensation from an Employer and all Affiliates during the determination year. 
Moreover, any Employee who separated from service (or was deemed to have        
separated from service) before the determination year and who was a Highly      
Compensated Employee for either the separation year or any determination year   
ending on or after the Employee's 55th birthday shall also be considered a      
Highly Compensated Employee.                                                    

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       The determination year shall be the Plan Year, and the look-back year
shall be the 12-month period immediately preceding the determination year.      

     If an Employee is, during a determination year or look-back year, a
Family Member of either a 5-percent owner who is a former or active Employee or 
of a Highly Compensated Employee who is one of the 10 Highly Compensated        
Employees paid the greatest compensation by an Employer and all Affiliates      
during the year, then the compensation and plan contributions or benefits of    
such Family Member shall be aggregated with the compensation and plan           
contributions or benefits of the 5-percent owner or top-ten Highly Compensated  
Employee, and such individuals shall be treated as a single Employee.  "Family  
Member" shall mean the spouse, lineal ascendants or descendants of an Employee  
or former Employee and the spouses of such lineal ascendants or descendants.    

      The determination of who is a Highly Compensated Employee, including
the determinations of the number and identity of Employees in the top-paid      
group, the top 100 Employees in terms of compensation, the number of employees  
treated as officers and the compensation that is considered will be made in     
accordance with section 414(q) of the Code and the regulations thereunder."     

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2.

              Subparagraph 3.1(g)(ii)[C] is amended by deleting the phrase
"described in section 414(q)(6)(B) of the Code" and by substituting the phrase  
"as described in subparagraph 3.1(e)(ii)[E] above" and by capitalizing the term 
"Family Member" wherever it appears therein.                                    

3.

             The Plan is amended effective January 1, 1991 by moving the
last sentence of section 3.4 to the end of the existing provisions of section   
3.3.                                                                            

4.

             Subsections 4.1(c) and (d) are amended effective January 1,
1991 by deleting the last sentence of each such subsection.                     

5.

                Subsection 4.1(e) is amended by deleting the present provision
and by substituting the following:                                              

"(E)    FORFEITURES.        

                              (i)      If a Participant who is not fully
              vested in all of his or her Accounts receives a distribution
            of the vested portion of his or her Accounts in a lump sum
              before the last day of the Plan Year following the Plan Year
in which his or                               

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          her termination of employment occurs, the portion of the
                Participant's Profit Sharing, Matching and Special Accounts in
               which he or she is not vested shall be forfeited immediately.
        An individual who is not vested in any portion of such
               Accounts shall be deemed for this purpose to have received an
                immediate lump sum distribution of zero.  If a Participant who
           receives such a lump sum distribution is reemployed by an
            Employer or an Affiliate before incurring five consecutive
           Break in Service Years and repays to the Trust the entire
         amount previously distributed within the earlier of [i]
                incurring five consecutive Break in Service Years or [ii] five
             years after being reemployed, then the forfeited portion of
         such Participant's Profit Sharing, Matching and Special
           Accounts (unadjusted by subsequent gains or losses of the
             Trust Fund) shall be restored and shall be credited to such
            Accounts as of the last day of the Plan Year in which such
                Participant is reemployed.  The amount of any such restoration
              shall come first from Trust Gain or Loss for such Plan Year,
               then from forfeitures as of the end of such Plan Year and, if
        neither is sufficient, then from a contribution by the
Employer.                                     

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                       (ii)    If a Participant who is not fully vested in
               all of his or her Accounts does not receive a distribution of
               the vested portion of his or her Accounts before the last day
              of the Plan Year following the Plan Year in which his or her
          termination of employment occurs, then the Participant's
              Profit Sharing, Matching and Special Accounts shall continue
               to be maintained and the appropriate portion of Trust Gain or
         Loss shall be allocated to such Accounts as provided in
           Article 5.  If such a Participant incurs five consecutive
             Break in Service Years, the portion of each such Account in
            which he or she is not vested shall be forfeited as of the
                last day of the Plan Year in which the fifth consecutive Break
in Service Year occurs.                       

                        If a Participant who has not received a distribution
        of the vested portion of his Accounts is rehired by an
       Employer or an Affiliate before he or she incurs five
                consecutive Break in Service Years, the Trustee shall continue
              to maintain the separate Accounts for such Participant apart
                from any other Accounts that may be opened for him or her as a
                result of being rehired.  If such Participant again terminates
               employment before becoming 100% vested in his or her separate

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                Accounts, then the amount of the Participant's vested interest
        in such Accounts shall be determined under the vesting
         schedules of subsections 4.1(c) and (d), as applicable.

                      If a Participant who is not fully vested in his or
               her Accounts receives a distribution of the vested portion of
                his Accounts after the last day of the Plan Year following the
                Plan Year in which his or her termination of employment occurs
                and is rehired by an Employer or an Affiliate before incurring
            five consecutive Break in Service Years, the Participant's
            vested interest in his or her Profit Sharing, Matching and
           Special Accounts will be determined by solving for "X" in
             accordance with the following formula in the event he again
    terminates employment before becoming 100% vested:

X =     P x (AB + D) - D    

where:                      

                  X =     The amount of the Participant's vested
              interest in such Accounts.

                  P =     The Participant's vested percentage as
                                 determined under subsections 4.1(c) or (d) as
                            of the Valuation Date coincident with or
                           immediately preceding the distribution.

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                        AB =    The balance of his or her Accounts as of the
                                 Valuation Date coincident with or immediately
               preceding the distribution.

                      D =     The amount previously distributed from the
                                 Profit Sharing, Matching or Special Accounts,
                       as appropriate, to the Participant.

                       The Trustee shall adopt such other rules concerning
              Accounts and forfeitures as are necessary or appropriate for
    the orderly administration of the Plan and Trust."

6.

           Paragraph 4.3(b)(vi) is amended effective July 1, 1992 by
replacing the phrase "six-month period" with the phrase "twelve-month period"   
where it appears therein.                                                       

7.

         Section 4.3 is amended by adding the following as a new
subsection (c):                                                                 

                        "(c)    ROLLOVER ACCOUNT.  A Participant may request
         a withdrawal from his or her Rollover Account as of any
                Valuation Date by filing with the Plan Administrator a written
        withdrawal application, on a form approved by the Plan
Administrator.  The withdrawal shall be paid  

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              in cash to the Participant as soon as practicable.  The Plan
           Administrator shall be authorized to promulgate any rules
               necessary for the orderly administration of withdrawals under
this provision."                              

8.

           Subsection 5.4(d) is amended effective January 1, 1992 by
deleting the period at the end of the first sentence of that subsection and by  
adding the following:                                                           

              "; provided, however, that no such Covered Participant shall
            be entitled to receive an allocation of the Profit Sharing
       Contribution for such Plan Year if the amount of such
allocation would not exceed five dollars."    

9.

           Subsection 5.6(f) is amended effective January 1, 1991 by
adding the following paragraph (iii) and is amended effective November 1, 1992  
by adding the following paragraph (iv):                                         

                         "(iii)  Participants who invested all or a portion of
               their accounts representing employer contributions made under
             the First Family Profit Sharing Plan in the common stock of
              Wachovia Bank of Georgia, N.A. or Fuqua Industries, Inc. may
              continue to hold such stock as an investment with respect to
               that portion of their Special Accounts but shall not have the
right to                                      

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           purchase additional shares of such stock as an investment
            under the Plan.  Notwithstanding the foregoing, as soon as
             practicable after the Company's disposition of the stock of
              First Family Financial Services ("First Family"), all common
               stock of  Wachovia Bank of Georgia, N.A. or Fuqua Industries,
            Inc. shall be sold and no further right to hold such stock
             under the Plan shall exist with respect to Special Accounts
      maintained after the sale of the First Family stock.

                        (iv)    Pursuant to the Company's disposition of the
                stock of First Family, Participants who are employees of First
                Family may elect a lump sum distribution or direct rollover of
            the vested amounts in their Accounts under the Plan.  Such
         election must be made by the date specified by the Plan
               Administrator in connection with the Company's disposition of
            the stock of First Family.  Any such Participants who have
               invested a portion of their vested Accounts in Company stock,
                Wachovia Bank of Georgia, N.A. stock or Fuqua Industries, Inc.
            stock may elect to receive such shares of stock as part of
      their lump sum distribution or direct rollover to an
            individual retirement account or annuity (an "IRA") or may
            direct that such shares be sold and the proceeds from such
             sale be distributed or rolled over to an IRA.  Participants
may directly roll over their Accounts to      

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           an IRA or to The Associates Retirement Savings and Profit
              Sharing Plan except that such plan will not accept any stock
              in such Accounts.  Participants who fail to make an election
              by the date specified by the Plan Administrator to receive a
              lump sum distribution or make a direct rollover as described
                above will receive distributions from the Plan at a later date
                only in accordance with the other provisions of the Plan.  For
             purposes of subsection 4.2(a), the Participant's employment
              with all Employers will not be considered to have terminated
              so long as the Participant continues to be employed by First
Family or any successor."                     

10. 

           Subsection 5.6(g) is amended effective January 1, 1991 by
deleting the present provision and by substituting the following paragraphs (i) 
and (ii) and is amended effective November 1, 1992 by adding the following      
paragraph (iii):                                                                

                       "(g)    RULES RELATING TO SPECIAL ACCOUNTS FROM THE
            FIRST FAMILY THRIFT PLAN.  These Special Accounts shall be
subject to the following:                     

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                        (i) Participants may elect distributions in the form
      of installments over a period not exceeding the life
expectancy of the Participant and spouse.     

                      (ii) Participants who invested all or a portion of
              their accounts representing matching contributions under the
               First Family Thrift Plan in the common stock of Wachovia Bank
            of Georgia, N.A. or Fuqua Industries, Inc. may continue to
               hold such stock as an investment with respect to that portion
           of their Special Accounts but shall not have the right to
           purchase additional shares of such stock as an investment
            under the Plan.  Notwithstanding the foregoing, as soon as
             practicable after the Company's disposition of the stock of
             First Family, all common stock of Wachovia Bank of Georgia,
             N.A. or Fuqua Industries, Inc. shall be sold and no further
          right to hold such stock under the Plan shall exist with
              respect to Special Accounts maintained after the sale of the
First Family stock.                           

                      (iii) Pursuant to the Company's disposition of the
                stock of First Family, Participants who are employees of First
                Family may elect a lump sum distribution or direct rollover of
            the vested amounts in their Accounts under the Plan.  Such

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               election must be made no later than the date specified by the
              Plan Administrator in connection with such disposition.  Any
               such Participants who have invested a portion of their vested
           Accounts in Company stock, Wachovia Bank of Georgia, N.A.
            stock or Fuqua Industries, Inc. stock may elect to receive
                such shares of stock as part of their lump sum distribution or
             direct rollover to an IRA or may direct that such shares be
               sold and the proceeds from such sale be distributed or rolled
            over to an IRA.  Participants may directly roll over their
                Accounts to an IRA or to The Associates Retirement Savings and
             Profit Sharing Plan except that such plan will not hold any
           stock in such Accounts.  Participants who fail to make an
             election by the date specified by the Plan Administrator to
              receive a lump sum distribution or make a direct rollover as
               described above will receive distributions from the Plan at a
                later date only in accordance with the other provisions of the
             Plan.  For purposes of subsection 4.2(a), the Participant's
              employment with all Employers will not be considered to have
                terminated so long as the Participant continues to be employed
by First Family or any successor."            

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11. 

                Section 5.6 is amended effective October 1, 1990 by adding the
following as a new subsection (j) thereof:                                      

                     "(J)  RULES RELATING TO SPECIAL ACCOUNTS FROM THE
                ZYTRON PLAN.  These Special Accounts shall be fully vested and
nonforfeitable at all times."                 

12. 

                Section 5.6 is amended effective October 1, 1991 by adding the
following as a new subsection (k) thereof:                                      

                       "(K)    RULES RELATING TO SPECIAL ACCOUNTS FROM THE
         MIDWEST BENEFITS PLAN.  These Special Accounts shall be
subject to the following:                     

                      (i)      The Annuity Amount rules.

                        (ii)     Participants may also elect
distributions in the form of

                                         [A]    a joint and survivor annuity
                                               with a contingent annuitant
                                                 other than their spouse, with
                                            the contingent annuitant
                                              receiving a monthly amount
                                               equal to 50% or 100% of the
                                         Participant's monthly
                            benefit,

                                       [B]    a single life annuity with
                                                 payments for a period certain
                                            of 5, 10 or 15 years, or

                          [C]    installments.

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                                 (iii)    Participants may elect to receive an
                 in-service distribution of the amount in such
         Accounts on or after reaching age 65.

                             (iv)     These Special Accounts are fully
vested and nonforfeitable." 

13. 

             Section 5.6 is amended effective July 1, 1992 by adding the
following as a new subsection (l) thereof:                                      

                       "(L)    RULES RELATING TO SPECIAL ACCOUNTS FROM THE
            ALTA PLAN.  These Special Accounts shall be subject to the
following rules:                              

                             (i)      The Participant may withdraw any
                 vested amounts representing employer matching
                    contributions to the Alta Plan upon reaching age
                  59-1/2.  Such withdrawals may not be made more
     frequently than every six months.

                              (ii)     After 5 years of participation in
                         the Alta Plan and/or in the Plan, the Participant may
                     withdraw any vested amounts representing employer
                  matching contributions to the Alta Plan.  Such
                    withdrawals may not be made more frequently than
every six months.           

                      (iii)    The Participant may elect
                       distribution of his Special Accounts in the form of

                         [A]     a lump sum,

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                                       [B]     an annuity (life annuity,
                                           joint and 50% or 100%
                                               survivor annuity with the
                                             Participant's spouse or
                                        another contingent
                                    annuitant), or

                                          [C]     a combination of methods [A]
                              and [B].

[B].

                        If the Participant elects distribution option [B] or
                        [C], the Annuity Amount rules shall be applicable to
                        the payment of his or her benefit or, in the case of
                         option [C], the portion of his or her benefit payable
as an annuity."             

14. 

             Section 5.6 is amended effective October 1, 1992, by adding
the following as a new subsection (m):                                          

                       "(m)    RULES RELATING TO SPECIAL ACCOUNTS FROM THE
                PAYMENTS SERVICES, INC. RETIREMENT SAVINGS PLAN. These Special
Accounts shall be subject to the following:   

                             (i)      These Special Accounts are fully
vested and nonforfeitable.  

                            (ii)     These Special Accounts shall be
        subject to the Annuity Amount rules.

                        (iii)    Participants may also elect
distributions in the form of

                                       [A]     a joint and 100% survivor
                                                annuity with the surviving
                             spouse;

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                                 [B]     monthly, quarterly,
                                           semi-annual or annual
                                                 installment payments over a
                                               period certain; provided,
                                               however, that such period
                                                 shall not extend beyond the
                                            life expectancy of the
                                              Participant (or the life
                                       expectancy of the
                                                Participant and his or her
                                              designated Beneficiary):

                                           [C]     a single life annuity for the
                                                 life of the Participant; or

                                      [D]     a joint and 50% survivor
                                                 annuity or a joint and 100%
                                             survivor annuity with a
                                                contingent annuitant other
                                                than the surviving spouse.

                              (iv)     In the event of the Participant's
                         death before commencing distribution of benefits, the
                       Annuity Amount shall be used to purchase an annuity
                    for such Participant's spouse unless, before the
                         Participant's death, such spouse has consented in the
                  manner described in paragraph 5.6(b)(i) to the
                      designation of a Beneficiary other than the spouse
                         or, after the Participant's death, such spouse elects
to receive such Special     

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                     Account in the form of a lump sum distribution or
             monthly, quarterly, semi-annual or annual
                installments payments over a period certain.

                         (v)      Except in the case of a life
                     annuity, the Participant may irrevocably elect to
                have his or her life expectancy and the life
                expectancy of his or her spouse recalculated
                 annually.  If no election is made by the time
                     distributions must commence, such life expectancy
shall not be  recalculated. 

                     (vi)     With respect to hardship
                  distributions from these Special Accounts, the
                        limitation provided in paragraph 4.3(b)(i) regarding
         minimum withdrawals shall not apply."

15. 

             Section 9.3 is amended effective November 1, 1992 by adding
the following at the end of the existing provision:                             

           "Notwithstanding the foregoing, this section shall not be
    applicable in the event that the discontinuance of
                contributions by an Employer results from the Employer ceasing
              to be an Affiliate if the Plan continues to be maintained by
           the other Employers and contributions continue to be made
         under it and such discontinuance by an Affiliate is not
               otherwise deemed to be a partial termination of the Plan as a
whole."                                       

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16. 

          Section 11.2 is amended by adding the following as a new
subsection (e) thereof:                                                         

                         "(E)    OTHER RULES.  In making the determinations of
           the Aggregate Plan Values and Aggregate Key Employee Plan
             Values, (i) the accrued benefit of an Employee other than a
            Key Employee shall be determined under the method, if any,
             that uniformly applies for accrual purposes under all plans
               maintained by the Employer or, if there is no such method, as
           if such benefit accrued not more rapidly than the slowest
             accrual rate permitted under the fractional accrual rule of
               section 411(b)(1)(C) of the Code and (ii) the accrued benefit
          or account balance of any Employee who has not performed
            services for the Employer at any time during the five-year
                period ending on the Determination Date shall be disregarded."

              IN WITNESS WHEREOF, the Company has caused this amendment to
be executed by its duly authorized corporate officer and its corporate seal to  
be hereto affixed, and the Trustee has executed same under seal and thereby     
accepted the Trust the day and year first written above.                        

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THE EMPLOYER:                                      FIRST FINANCIAL              
                                            MANAGEMENT CORPORATION

(Corporate Seal)                                   By: /s/Frank M. Malone       
                                                  ----------------------

                                                Title:   Sr. V.P. of Human
                                                 Resources
Attest: /s/Randolph L.M. Hutto                                                  
----------------------                                          

THE TRUSTEE:                                       WACHOVIA BANK OF GEORGIA,    
                          N.A.

(Corporate Seal)                                   By:  /s/Barbara M. Chope     
                                                     -------------------------

                                                  Title:  Asst. Vice President
Attest: /s/Margaret DuVal                                                       
-----------------                                               

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AMENDMENT NO. 2 
TO THE
FFMC SAVINGS PLUS PLAN
1991 RESTATEMENT

         THIS IS AN AMENDMENT to the FFMC SAVINGS PLUS PLAN 1991
RESTATEMENT (the "Plan") made this 1st day of April, 1993 by and between FIRST  
FINANCIAL MANAGEMENT CORPORATION (the "Company") and WACHOVIA BANK OF GEORGIA,  
N.A. (the "Trustee").                                                           

BACKGROUND STATEMENT

         The Company and the Trustee desire to amend the Plan to
reflect certain special rules applicable to benefits transferred from the       
Techpoint, Inc. 401(k) Plan to the Plan pursuant to the merger of the plans.    
Therefore, the Plan is amended in the following respect, such amendment to be   
effective as of April 1, 1993:                                                  

1.

               Section 5.6 is amended effective April 1, 1993, by adding the
following as a new subsection (n):                                              

                        "(n)     RULES RELATING TO SPECIAL ACCOUNTS FROM THE
               TECHPOINT, INC. 401(K) PLAN.  These Special Accounts shall be
subject to the following:                     

                                 (i)      Participants may elect distributions
                                        from their Special Accounts in the
             form of

                            [A]     a lump sum; or

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                                 [B]     monthly, quarterly,
                                           semi-annual or annual
                                                 installment payments over a
                                               period certain; provided,
                                               however, that such period
                                                 shall not extend beyond the
                                            life expectancy of the
                                              Participant (or the life
                                       expectancy of the
                                                Participant and his or her
                                              designated Beneficiary).

                     (ii)     With respect to hardship
                                      distributions from these Special
                                          Accounts, the limitation provided in
                                   paragraph 4.3(b)(i) regarding
                                   minimum withdrawals shall not
             apply."

              IN WITNESS WHEREOF, the Company has caused this amendment to
be executed by its duly authorized corporate officer and its corporate seal to  
be hereto affixed, and the Trustee has executed same under seal and thereby     
accepted the Trust the day and year first written above.                        

THE EMPLOYER:                                      FIRST FINANCIAL              
                                            MANAGEMENT CORPORATION

(Corporate Seal)                                   By:   /s/Frank M. Malone     
                                                      --------------------------

                                                   Title:  Senior Vice President
Attest:  /s/Barry W. Burt                                                       
-------------------                                             
Assistant Secretary                                           

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THE TRUSTEE:                                       WACHOVIA BANK OF GEORGIA,    
                          N.A.

(Corporate Seal)                                   By:/s/Raymond H. Sapp        
                                                --------------------

                                            Title:  Vice President

Attest:/s/Margaret DuVal                                                        
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-3- 

Dates Referenced Herein

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
Filed on:		8/12/94							None on these Dates
For Period End:		6/30/94
		4/1/93		21
		11/1/92		9		18
		10/1/92		16
		7/1/92		8		15
		1/1/92		9
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