I have a takeover plan (PBGC Covered) with assets less than adequate to pay benefits at termination. Everyone has been paid out except 3 key employees. The company sold all of its assets at the end of 2004 and deposited all of the money from the sale into the pension plan. The company still exists, but really only until the pension plan is terminated. The 3 key employees (also trustees of the plan) agreed to take whatever was left in the plan after everyone else was paid out.

Is it possible for the keys to waive in this situation, or is there another solution that would have the same effect?

You have three choices:
1. either waivers by stockholders holding more than 50% of shares
2. company makes up all but the 50% stockholder funds
3. refile as a distress termination.

If your three trustees do not control majority interest in the company, you need to look more closely at PBGC regulations, because I don't see any way for your waiver to work.

If the company cannot pay the benefits, then a distress termination is your only solution.

Prior discussion:
http://benefitslink.com/boards/index.php?showtopic=27281&hl=

One interesting note is that options to buy shares count for owneship purpoes for the PBGC. I haven't thought about it but like other attribution rules I suppose it would be possible to have more than 2 50% owners. I'm not suggesting a bogus arrangement though.