EXHIBIT 4.10.1
GODWINS BOOKE & ▇▇▇▇▇▇▇▇▇
PROTOTYPE PROFIT SHARING
AND
EMPLOYEE SAVINGS PLAN AND TRUST
STANDARDIZED FORM/CUSTOMIZED
ADOPTION AGREEMENT - 001
The Employer hereby makes the following declarations,
designations, and elections for purposes of the plan and trust:
I. EMPLOYER INFORMATION
A. Name: Investors Fiduciary Trust Company
B. Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
C. Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
D. Employer Identification (or Social Security) Number:
▇▇-▇▇▇▇▇▇▇
E. Type of entity: [Select one]
X (1) Corporation
____ (2) Partnership
____ (3) Sole Proprietorship
____ (4) S Corporation
F. Nature of Employer's Business: Financial Services
G. Primary Standard Industry Code (SIC): 7300
H. Date of Incorporation or Commencement of Business: 1972
I. State of Incorporation or State of Principal Business
Activity: Missouri
J. Fiscal Year End: December 31
K. Other corporations or trades or businesses affiliated with
or in the same controlled group of corporations or trades or
businesses as the Employer:
(1) Name: State Street Boston Corp
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Employer Identification Number: ▇▇-▇▇▇▇▇▇▇
(2) Name:
Address:
Employer Identification Number:
(3) Name:
Address:
Employer Identification Number:
If there are additional members of the same affiliated or
controlled group of corporations or trades or businesses as
the Employer, please attach a statement containing the above
information for each additional member.
II. PLAN FIDUCIARIES
[Numbers shown in parenthesis throughout the remainder of
this Adoption Agreement are references to sections of the
accompanying plan document.]
A. Committee (1.12, 10; 12.1.2): [Insert the names of the
individuals to be appointed by the Board]
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
B. Plan Administrator (1.44; 10; 12.1.3): [Select one and
complete, if necessary]
____ (1) The chairman of the Committee.
X (2) The Committee.
____ (3) Other:
C. Trustee(s) (1.61; 12.1.4; 20):
(1) Name: Investors Fiduciary Trust Company
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Employer Identification Number or Social Security
Number:
(2) Name:
Address:
Telephone:
Employer Identification Number or Social Security
Number:
(3) Name:
Address:
Telephone:
Employer Identification Number or Social Security
Number:
III. STATUS OF THE PLAN
A. Name of the plan (1.43): Investors Fiduciary Trust Company
Investment Savings Plan
B. Original effective date (1.19): January 1, 1996
C. If this plan is an amendment and restatement of an existing
plan, except as otherwise provided in the plan document, the
effective date of this amendment and restatement shall be
(1.19; 17):
N/A
D. Plan year end (1.45): December 31
E. Limitation year (23.5.9): December 31
F. Plan number: 001
G. Governing state law (24.9): Missouri
IV. PARTICIPATION
A. All employees of the Employer shall be eligible to
participate in the plan, except the following (1.21):
[Select the desired exclusions]
X (1) No exclusions will apply.
____ (2) Employees included in a unit of employees
covered by a collective bargaining agreement
between the Employer and employee
representatives, if retirement benefits were
the subject of good faith bargaining and if
two percent or less of the employees who are
covered pursuant to that agreement are
professionals as defined in Section
1.410(b)-9 of the Regulations. For this
purpose, the term "employee representatives"
does not include any organization more than
half of whose members are employees who are
owners, officers, or executives of the
Employer.
____ (3) Employees who are nonresident aliens (within
the meaning of Section 7701(b)(1)(B) of the
Code) and receive no earned income (within
the meaning of Section 911(d)(2) of the Code)
from the Employer which constitutes income
from sources within the United States (within
the meaning of Section 861(a)(3) of the
Code).
B. Number of years of service required to participate (1.40):
[Select one]
____ (1) 0 Years of Service.
X (2) 1 Year of Service.
X (3) Other: Employees as of 12/31/95 will enter
1/l/96 with credit for prior years of
service. Employees hired from other members
of the controlled group will have their years
there counted for eligibility and vesting
purposes
[not to exceed one year of service].
C. Minimum age required to participate (1.40): [Select one]
____ (1) No minimum age required.
X (2) 21 years of age.
____ (3) ___ years of age [not to exceed 20 1/2 years of
age].
D. Entry date (1.28): [Select one]
____ (1) First day of the first payroll period
beginning after the employee's date of hire.
____ (2) First day of the first payroll period after
the completion of any minimum age and service
requirements chosen above.
____ (3) First day of the month coincident with or
next following the completion of any minimum
age and service requirements chosen above.
____ (4) First day of the plan year or seventh month
of the plan year, whichever is earlier,
coincident with or next following the
completion of any minimum age and service
requirements chosen above.
X (5) First day of the plan year quarter coincident
with or next following the completion of any
minimum age and service requirements chosen
above.
____ (6) First day of the plan year coincident with or
next following the completion of any minimum
age and service requirements chosen above.
[Note: This option (6) may only be
selected if the number of months of
service required to participate is
six or less.]
____ (7) First day of the plan year in which any
minimum age and service requirements chosen
above are completed.
[Note: This option (7) is a retroactive
entry date.]
V. SERVICE
A. Method for determining service for each employee (1.34,
1.41): [Select one]
X (1) Service will be determined on the basis of hours
of service calculated as follows: [Select one]
X (a) On the basis of actual hours for which
an employee is paid or entitled to
payment.
____ (b) On the basis of days worked. An employee
shall be credited with 10 hours of
service for each day if he would be
credited with at least one hour of
service for such day under the plan.
____ (c) On the basis of weeks worked. An
employee shall be credited with 45 hours
of service for each week if he would be
credited with at least one hour of
service for such week under the plan.
____ (d) On the basis of semi-monthly payroll
periods. An employee shall be credited
with 95 hours of service for each
payroll period if he would be credited
with at least one hour of service for
such payroll period under the plan.
____ (e) On the basis of calendar months worked.
An employee shall be credited with 190
hours of service for each month if he
would be credited with at least one hour
of service for the month under the plan.
____ (2) Service will be determined on the basis of
elapsed time.
B. Prior service with certain affiliated employers (1.52.2):
[Select one]
____ (1) Service with an employer prior to such
employer becoming an affiliated employer
shall not be recognized.
X (2) Service with an employer prior to such
employer becoming an affiliated employer
shall be recognized.
VI. COMPENSATION
A. Compensation defined (1.13; 23.5.2):
A participant's "compensation" used in determining the
amount of contributions and forfeitures, if any, allocable
to such participant's account under the plan shall mean all
of his: [Select one]
X (1) W-2 earnings (Box 1), as defined in Section
23.5.2(i) of the plan.
____ (2) Code Section 3401(a) wages, as defined in
Section 23.5.2(ii) of the plan.
____ (3) Code Section 415 safe-harbor compensation, as
defined in Section 23.5.2(iii) of the plan.
B. In determining the amount of a participant's compensation to
be used in calculating the amount of contributions and
forfeitures, if any, allocable to such participant's
account, certain salary reduction amounts shall be treated
as follows (1.13): [Select one]
____ (1) Compensation shall not include Employer
contributions made pursuant to a salary -
reduction agreement which are not includable
in the gross income of the employee under
Sections 125, 402(g)(3), 402(h), or 403(b) of
the Code.
X (2) Compensation shall include Employer
contributions made pursuant to a salary
reduction agreement which are not includible
in the gross income of the employee under
Sections 125, 402(g)(3), 402(h), or 403(b) of
the Code.
C. Compensation considered (1.13):
The compensation of a participant used in determining the
amount of contributions and forfeitures, if any, allocable
to such participant's account under the plan shall include
compensation actually paid to such participant during: [
Select one]
X (1) The plan year. [Note: This option must be
elected if the Employer elects for the plan
to include a Cash or Deferred Arrangement
under item VII below.]
____ (2) The taxable year ending with or within the
plan year.
____ (3) The limitation year ending with or within the
plan year.
VII. CASH OR DEFERRED ARRANGEMENT
A. ____ The plan shall not include a Cash or Deferred
Arrangement described in Section 401(k) of the Code
(2.1).
[If the above option is selected, do not complete the
remaining questions of item VII.]
X The plan shall include a Cash or Deferred
Arrangement described in Section 401(k) of the
Code.
[If the above option is selected, please complete
the remaining questions of item VII.]
B. Elective deferrals (1.20; 2.1):
(1) Amount of elective deferrals: [Select any applicable
options and complete as appropriate]
A participant may elect to have his compensation (as
selected under Item VI. above) reduced by the following
percentage or amount per payroll period, as designated
in writing to the plan administrator: [Select and
complete one or both options below]
X (a) Up to 14% of the employee's compensation
considered under the plan.
____ (b) An amount not in excess of $______.
(2) Change of elective deferrals (2.1.1):
A participant may modify the amount of elective
deferrals contributed to the plan on his behalf
effective as of the first full payroll period beginning
on or after the: [Select one]
____ (a) First day of the next succeeding plan year.
____ (b) First day of the plan year and the first day
of the seventh month of the plan year.
X (c) First day of the next plan year quarter.
____ (d) First day of the next succeeding month.
____ (e) Receipt by the Committee of the participant's
election to modify the amount of his elective
deferrals.
(3) Distribution of elective deferrals (3.8; 6.5):
Elective deferrals (and any qualified non-elective
contributions and qualified matching contributions) and
income allocable to such amounts shall be distributable
upon termination of service, death, or disability, and
upon: [Select one or more]
____ (a) No other events.
X (b) Termination of the plan without the
establishment of another defined
contribution plan (other than an
employee stock ownership plan as defined
in Section 4975(e) of the Code).
X (c) The disposition by the Employer to an
unrelated corporation of substantially
all of the assets (within the meaning of
section 409(d)(2) of the Code) used in a
trade or business of the Employer, where
(i) the participant is employed by such
trade or business and continues
employment with the entity acquiring
such assets, and (ii) the Employer
continues to maintain the plan after the
sale or other disposition.
X (d) The disposition by the Employer to an
unrelated entity of the Employer's
interest in a subsidiary (within the
meaning of section 409(d)(3) of the
Code), where (i) the participant is
employed by such subsidiary and
continues employment with such
subsidiary following such sale or other
disposition, and (ii) the Employer
continues to maintain the plan after the
sale or other disposition.
X (e) The participant's attainment of age 59
1/2.
X (f) The hardship of the participant as
described in Section 6.3 of the plan.
[If elected, this option shall not apply
to (i) qualified non-elective
contributions, (ii) qualified matching
contributions, (iii) income allocable to
such amounts, or (iv) income allocable
to elective deferrals after the end of
the last plan year ending before July 1,
1989.]
C. Qualified non-elective contributions (1.47; 2.1.5):
(1) Qualified non-elective contributions made by the
Employer to enable the plan to satisfy the actual
deferral percentage ("ADP") test and the average
contribution percentage ("ACP") test shall be allocated
to the accounts of: [Select one]
____ (a) All participants.
____ (b) Only non-highly compensated
participants.
X (c) A group of non-highly compensated
participants designated by
the Committee.
(2) The formula for allocating qualified non-elective
contributions among those participants selected in Item
VII.C.(1) above shall be as follows: [Select one]
X (a) In the ratio which each participant's
compensation for the plan year bears to
the total compensation of all
participants for such plan year.
____ (b) In the ratio which each participant's
compensation not in excess of $_______
for the plan year bears to the total
compensation of all participants not in
excess of $_______ for such plan year.
____ (c) $______ for each participant.
(3) In order to share in any qualified non-elective
contribution made with respect to a plan year, an
employee must be a participant during such plan year,
and must (2.1.5; 2.1.8): [Select one]
X (a) Fulfill no additional requirements.
____ (b) Complete a year of service within the
plan year.
____ (c) Be in the service of the Employer on the
adjustment date as of which the
qualified non-elective contribution is
allocated.
____ (d) Complete a year of service within the
plan year and be in the service of the
Employer on the year-end adjustment date
as of which the qualified non-elective
contribution is allocated.
D. Qualified matching contributions (1.46; 2.1.4; 2.3.2):
(1) Qualified matching contributions made by the Employer
to enable the plan to satisfy the ADP test and/or the
ACP test shall be allocated to the accounts of: [Select
one]
____ (a) All participants who make elective
deferrals or employee after-tax
contributions for the plan year.
____ (b) Only non-highly compensated participants
who make elective deferrals or employee
after-tax contributions for the plan
year.
X (c) A group of non-highly compensated
participants designated by the
Committee.
(2) In order to share in any qualified matching
contributions made with respect to a plan year, an
employee must be a participant with respect to such
plan year, and must (2.3.2): [Select one]
X (a) Fulfill no additional requirements.
____ (b) Complete a year of service within the
plan year.
____ (c) Be in the service of the Employer on the
adjustment date as of which the
qualified matching contribution is
allocated.
____ (d) Complete a year of service within the
plan year and be in the service of the
Employer on the year-end adjustment date
as of which the qualified matching
contribution is allocated.
VIII. EMPLOYEE AFTER-TAX CONTRIBUTIONS
A. X (1) Participants shall not be permitted to make
employee after-tax contributions to the plan
(2.2).
[If the above option is selected, do not
complete the remaining questions in this item
VIII.]
____ (2) Participants shall be permitted to make
employee after-tax contributions to the plan.
[If the above option is selected, please
complete the remaining questions in this item
VIII.]
B. Amount of employee after-tax contributions (2.2.1): [Select
one or both and complete as appropriate]
A participant may elect to make employee after-tax
contributions to the plan each payroll period, subject
to the following limitations:
____ (a) Up to __% of the employee's compensation
considered under the plan.
____ (b) An amount not in excess of $_______.
C. Change of employee after-tax contributions (2.2.2):
A participant may modify the amount of his employee
after-tax contributions to the plan effective as of the
first full payroll period beginning on or after the:
[Select one]
____ (a) First day of the next following plan
year.
____ (b) First day of the plan year and the first
day of the seventh month of the plan
year.
____ (c) First day of the next plan year quarter.
____ (d) First day of the next succeeding month.
____ (e) Receipt by the Committee of the
participant's election to modify the
amount of his employee after-tax
contributions.
D. Withdrawals from employee after-tax contribution account
(6.2): [Select one and complete as appropriate]
____ (1) Except as otherwise provided in XI. E. or G.,
amounts allocated to a participant's employee
after-tax contribution account shall not be
withdrawn prior to his termination of
service, death, or disability.
____ (2) In addition to any withdrawal rights provided
in XI. E. or G., at a participant's request,
amounts allocated to his employee after-tax
contribution account may be withdrawn prior
to his termination of service, death, or
disability, subject to the following
conditions: [Complete (a); also complete (b)
if daily adjustment dates have been selected,
also complete (c) through (f) as appropriate]
(a) A participant may not request more
than ______ [not to exceed four]
withdrawals during a plan year.
(b) No withdrawal shall exceed
________% of the amount in the
participant's employee after-tax
contribution account, determined on
the date the withdrawal request is
actually processed.
(c) No withdrawal shall be made in an
amount less than $______ [Insert
amount not in excess of $1,000]
(d) No withdrawal may be made until the
Participant has taken all available
withdrawals from the following
accounts:
(e) A withdrawal may only be made if
the Participant incurs a financial
hardship. For purposes of this
paragraph, a "financial hardship"
is defined as .
(f) A participant who receives a
withdrawal shall not be eligible to
contribute to the plan
[Insert type of contribution
affected and period of suspension]
IX. MATCHING CONTRIBUTIONS AND DISCRETIONARY EMPLOYER
Contributions
A. Matching contributions (1.36; 2.3):
____ The Employer shall not make matching contributions to
the plan.
[If the above option is selected, do not complete
the remaining questions in this item IX.A.;
proceed to item IX.B.]
X The Employer shall make matching contributions to the
plan.
[If the above option is selected. please complete
the remaining questions in this item IX.]
(1) Employer matching contributions shall be allocated
according to the terms of the plan among: [Select one]
X (a) All participants
____ (b) All participants who are non-highly
compensated employees who have made elective
deferrals and/or employee after-tax
contributions, as appropriate, to the plan
for such plan year.
(2) The amount of matching contributions contributed to the
plan by the Employer with respect to each participant's
elective deferrals and/or employee after-tax
contributions made during a plan year shall equal:
[Select one or more]
X (a) 100% of the first 3 % of the
participant's elective deferrals,
______% of the next ___% of the participant's
elective deferrals, and
______% of the remaining ____% of the
participant's elective deferrals, but
not to exceed a total matching contribution
of $_______.
____ (b) ____% of the first ____% of the participant's
employee after-tax contributions,
______% of the next ___% of the participant's
employee after-tax contributions, and
______% of the remaining ____% of the
participant's employee after-tax
contributions, but
not to exceed a total matching contribution
of $_______.
____ (c) __% of the aggregate of the participant's
elective deferrals and employee after-tax
contributions, not to exceed the first ___%
of the participant's compensation, but not to
exceed a total matching contribution of
$_________.
____ (d) ___% of the first _____% of the aggregate of
the participant's elective deferrals and
employee after-tax contributions,
___% of the next ___% of the aggregate of the
participant's elective deferrals and employee
after-tax contributions, and
___% of the remaining ___% of the aggregate
of the participant's elective deferrals and
employee after-tax contributions, but not to
exceed a total matching contribution of
$______.
____ (e) A uniform amount or percentage of elective
deferrals and/or employee after-tax
contributions determined with respect to each
plan year by the Employer prior to the first
day of such plan year, but not to exceed a
total matching contribution of $_____.
____ (f) A uniform amount or percentage of elective
deferrals and/or employee after-tax
contributions determined each plan year by
the Employer in its discretion.
____ (g) $_______ for each participant making elective
deferrals during the plan year.
____ (h) $_______ for each participant making employee
after-tax contributions during the plan year.
____ (i) $________ for each participant making
elective deferrals and/or employee after-tax
contributions during the plan year.
____ (j) Such additional amount or percentage as the
Employer in its discretion shall determine to
be allocated in the same manner as chosen
above.
(3) In order to share in any matching contribution made
with respect to a plan year, an employee must be a
participant with respect to such plan year, and must
(2.3): [Select one]
X (a) Fulfill no additional requirements.
____ (b) Either be in the service of the Employer on
the adjustment date as of which the matching
contribution is allocated, or complete more
than 500 hours of service during the plan
year.
(4) ____ The requirements of item IX.A.(3) above shall not
apply with respect to a participant who retires,
including disability retirement, or dies while in
service during a plan year.
____ The requirements of item IX.A.(3) above shall
apply with respect to a participant who retires,
including disability retirement, or dies while in
service during a plan year.
(5) Withdrawals from matching contribution account (6.1):
[Select one]
X (a) Except or otherwise provided in XI.E. or G.,
amounts allocated to a participant's matching
contribution account shall not be withdrawn prior
to his termination of service, death, or
disability.
____ (b) In addition to any withdrawal rights provided in
XI.E. or G., at a participant's request, amounts
allocated to his matching contribution account may
be withdrawn prior to his termination of service,
death, or disability, subject to the following
conditions: [Complete (i), complete (ii) if daily
adjustment dates have been selected, and select
(iii) or (iv), or both]
(i) A participant may not request more than
_______ [not to exceed four] withdrawals
during a plan year.
(ii) No withdrawal shall exceed ______% of
the vested amount in the participant's
matching contribution account,
determined on the date the withdrawal
request is actually processed.
____ (iii) The participant must have attained at
least the fifth anniversary of his
initial participation in the plan.
____ (iv) The participant cannot withdraw any
matching contributions that have not
been in the plan for at least 2 years
unless he has attained at least the
fifth anniversary of his initial
participation in the plan.
____ (v) The Participant cannot withdraw any
matching contributions that have not
been in the plan for at least 2 years.
____ (vi) No withdrawal shall be made in an amount
less than $______ [Insert amount not in
excess of $1,000]
____ (vii) No withdrawal may be made until the
Participant has taken all available
withdrawals from the following accounts:
____ (viii) A withdrawal may only be made if the
Participant incurs a financial hardship.
For purposes of this paragraph, a
"financial hardship" is defined as
[Specify clear, objective criteria for
determining a financial hardship that
precludes employer discretion]
____ (ix) A Participant who receives a withdrawal
shall not be eligible to contribute to
the plan
[Insert type of contribution affected
and period of suspension.]
B. Discretionary Employer contributions (2.4; 2.8):
____ The Employer shall not make discretionary Employer
contributions to the plan.
[If the above option is selected, do not
complete the remaining questions in this item
IX.B.]
X The Employer may make discretionary Employer
contributions to the plan.
[If the above option is selected, please complete
the remaining questions in this item IX.B.]
(1) Any discretionary Employer contributions made to the
plan shall be determined as follows: [Select one and
complete as appropriate]
____ (a) An amount out of the current or accumulated
net profit of the Employer for such year as
the Employer in its discretion shall
determine.
____ (b) ___% of the net profit of the Employer for
such year plus such additional amount, if
any, out of the current or accumulated net
profit of the Employer as the Employer in its
discretion shall determine.
____ (c) An amount of the net profit of the Employer
for such year determined as follows: _____%
of the first $______ of such net profit, plus
____% of the next $______ of such net profit,
plus _____% of all such net profit over
$_______.
____ (d) ______% of the net profit of the Employer for
such year.
X (e) Such amount as the Employer in its discretion
shall determine without regard to current or
accumulated net profit.
[If option (e) above is selected, do not
complete item IX.B.(2) below.]
(2) The Employer's net profit for purposes of determining
the amount of any discretionary Employer contribution
to the plan shall (1.37): [Select one]
____ (a) Exclude a return on the net worth of the
Employer of ___% of such net worth.
____ (b) Exclude $______ from such net profit as
computed for other purposes.
____ (c) Not provide for any exclusions.
(3) Discretionary Employer contributions shall be allocated
as of the adjustment date for which such contribution
was made among the participants entitled to share
therein in the manner determined as follows (2.4):
[Select one]
X (a) The discretionary Employer contribution shall
be allocated in the same ratio that each
participant's compensation bears to the
compensation for all participants entitled to
share in such discretionary Employer
contribution.
____ (b) The discretionary Employer contribution shall
be allocated as follows:
(i) If the plan is top-heavy and the
minimum allocation is required in
this plan, there shall be allocated
to the account of each participant
(including for this purpose each
employee entitled to the minimum
allocation provided in Section
22.2.1 of the plan) the amount
determined by multiplying the
minimum allocation percentage times
his compensation. [If the plan is
not top-heavy, or the minimum
allocation is not required in this
plan, disregard paragraph (ii)
below.]
(ii) If any portion of the discretionary
Employer contribution shall remain
to be allocated, the remaining
portion, not exceeding the amount
determined by multiplying the
minimum allocation percentage times
the excess compensation of
participants, shall be allocated in
the ratio that each participant's
excess compensation bears to the
excess compensation for all
participants, but not in excess of
3% of each participant's
compensation. For purposes of this
paragraph (ii), in the case of any
participants who has exceeded the
cumulative permitted disparity
limit described below, such
participant's total compensation
for the plan year will be taken
into account.
(iii) If any portion of the discretionary
Employer contribution shall remain
to be allocated, the remaining
portion, not exceeding the amount
determined by multiplying (a) times
(b), where (a) is the
profit-sharing disparity rate and
(b) is the sum of the compensation
plus the excess compensation of
participants, shall be allocated in
the ratio that the sum of each
participant's compensation plus
excess compensation bears to the
sum of the compensation plus excess
compensation for all participants.
For purposes of this paragraph
(iii), in the case of any
participant who has exceeded the
cumulative permitted disparity
limited described below, two times
such participant's total
compensation for the plan year will
be taken into account.
(iv) If any portion of the discretionary
Employer contributions shall remain
to be allocated, the remaining
portion shall be allocated in the
ratio that the compensation of each
participant bears to the
compensation for all participants.
For this purpose, the following definitions shall
apply:
(a) "Compensation" shall mean compensation as
defined in Section 1.13.
(b) "Excess compensation" shall mean compensation
in excess of the integration level.
(c) "Integration level" shall mean: [Select one
and complete as appropriate]
____ (i) The taxable wage base.
____ (ii) $________ [a dollar amount less
than the taxable wage base].
____ (iii) ___% of the taxable wage base
[not to exceed 100%].
(d) "Maximum profit-sharing disparity rate" shall
mean the lesser of 5.7% (or, if greater, the
percentage equal to the portion of the rate
of tax under Section 3111(a) of the Code (as
of the beginning of the plan year) which is
attributable to old-age insurance), or the
applicable percentage determined in
accordance with the following table:
(I) If the integration level is:
more than but not more than the applicable
percentage is
$ 0 X 5.7%
X of TWB 80% of TWB 4.3%
80% of TWB Y 5.4%
X = the greater of $10,000 or 20%
of TWB
Y = any amount more than 80% of
TWB but less than 100% of TWB.
(II) If the integration level is equal to the
taxable wage base, the applicable
percentage is 5.7% (or, if greater, the
percentage equal to the portion of the
rate of tax under Section 3111(a) of the
Code (as of the beginning of the plan
year) which is attributable to old-age
insurance).
(e) "Minimum allocation percentage" shall mean
the percentage specified in item XVII.B of
the Adoption Agreement.
(f) "Profit-sharing disparity rate" shall mean a
percentage equal to ______%. [Insert the
desired percentage not to exceed the maximum
profit-sharing disparity rate.] If the
minimum allocation percentage is allocated in
Item IX.B.(3)(b)(i) above, the profit-sharing
disparity rate must be reduced (but not below
zero) by the minimum allocation percentage
before applying Item IX.B.(3)(b)(iii).
(g) "Taxable wage base" or "TWB" shall mean the
maximum amount of earnings which may be
considered wages for a year under Section
3121(a)(1) of the Code as in effect as of the
first day of the plan year.
Overall permitted disparity limits
Annual overall permitted disparity limit:
Notwithstanding the preceding paragraphs, for any
plan year this plan benefits any participant who
benefits under another qualified plan or
simplified employee pension, as defined in section
408(k) of the Code, maintained by the employer
that provides for permitted disparity (or imputes
disparity), employer contributions and forfeitures
will be allocated to the account of each
participant who either completes more than 500
hours of service during the plan year or who is
employed on the last day of the plan year in the
ratio that such participant's total compensation
bears to the total compensation of all
participants.
Cumulative permitted disparity limit: Effective
for plan years beginning on or after January 1,
1995, the cumulative permitted disparity limit for
a participant is 35 total cumulative permitted
disparity years. Total cumulative permitted years
means the number of years credited to the
participant for allocation or accrual purposes
under this plan, any other qualified plan or
simplified employee pension plan (whether or not
terminated) ever maintained by the employer. For
purposes of determining the participant's
cumulative permitted disparity limit, all years
ending in the same calendar year are treated as
the same year. If the participant has not
benefited under a defined benefit or target
benefit plan for any year beginning on or after
January 1, 1994, the participant has no cumulative
disparity limit.
____ (c) Each such participant shall receive an
allocation of $________.
(4) In order to share in any discretionary Employer
contribution made with respect to a plan year, an
employee must be a participant during such plan year,
must not have a break in service during such plan year,
and must (2.4): [Select one]
____ (a) Fulfill no additional requirements.
____ (b) Either be in the service of the Employer on
the last day of such plan year, or complete
more than 500 hours of service during such
plan year.
X (c) Complete a year of service within the plan
year and be in the service of the Employer on
the last day of such plan year. [If this item
IX.B.(4)(d) is selected, the condition that
an employee complete a year of service within
the plan year will not apply in any plan year
in which the plan is top-heavy.]
(5) X The requirements of item IX.B.(4) above shall not
apply with respect to a participant who retires,
including disability retirement, or dies while in
service during a plan year.
____ The requirements of item IX.B.(4) above shall
apply with respect to a participant who retires,
including disability retirement, or dies while in
service during a plan year.
If the Employer does not elect under item XII.C below to
apply forfeitures to reduce future discretionary Employer
contributions, forfeitures of discretionary Employer
contributions shall be allocated to the accounts of
participants eligible to share in discretionary Employer
contributions for a plan year in the same manner as the
Employer shall elect above.
(6) Withdrawals from discretionary Employer contribution
account (6.1): [Select one]
X (a) Except as otherwise provided in XI.E. or G.,
amounts allocated to a participant's
discretionary Employer contribution account
shall not be withdrawn prior to his
termination of service, death, or disability.
____ (b) In addition to any withdrawal rights provided
in XI.E. or G., at a participant's request,
amounts allocated to his discretionary
Employer contribution account may be
withdrawn prior to his termination of
service, death, or disability, subject to the
following conditions: [Complete (i), complete
(ii) if daily adjustment dates have been
selected, and select (iii) or (iv), or both]
(i) A participant may not request more
than _____ [not to exceed four]
withdrawals during a plan year.
(ii) No withdrawal shall exceed ______%
of the vested amount in the
participant's discretionary
Employer contribution account,
determined on the date the
withdrawal request is actually
processed.
____ (iii) The participant must have attained
at least the fifth anniversary of
his initial participation in the
plan.
____ (iv) The participant cannot withdraw any
discretionary Employer
contributions that have not been in
the plan for at least 2 years
unless he has attained at least the
fifth anniversary of his initial
participation in the plan.
____ (v) The Participant cannot withdraw any
discretionary contributions that
have not been in the plan for at
least 2 years.
____ (vi) No withdrawal shall be made in an
amount less than $_____ [Insert
amount not in excess of $1,000]
____ (vii) No withdrawal may be made until the
Participant has taken all available
withdrawals from the following
accounts: ________________________
__________________________________
____ (viii) A withdrawal may only be made if
the Participant incurs a financial
hardship. For purposes of this
paragraph, a "financial hardship"
is definedas
[Specify clear, objective criteria
for determining a financial
hardship that precludes employer
discretion]
____ (ix) A Participant who receives a
withdrawal shall not be eligible to
contribute to the plan ____________
[Insert type of contribution
affected and period of suspension.]
X. ADJUSTMENT DATE AND METHOD
A. The separate accounts of each participant shall be adjusted
on the last day of each plan year and such other times as
may be designated below (1.4; 7; 8.1.2): [Select any
additional dates desired]
____ (1) The last day of each month during the plan year.
____ (2) The last day of each third month during the plan
year.
____ (3) The last day of each sixth month during the plan
year.
____ (4) The last day of each week during the plan year.
X (5) On each day shares are traded on a national stock
exchange, except for regularly scheduled holidays
of the Sponsor or Trustee ("daily adjustment
dates").
B. The separate accounts of each participant shall be adjusted
as of each adjustment date under the method designated below
(7): [Select one. Note: Item X.B.(2) below must be elected
if the Employer chooses daily adjustment dates in item
X.A.(5) above.]
____ (1) Balance forward method.
(a) Payments: Prior to the allocation of net
income or loss of the trust, there shall be
subtracted from the account any payments made
from the account subsequent to the preceding
adjustment date.
(b) Forfeitures: Prior to the allocation of net
income or loss of the trust, there shall be
subtracted from the account any amounts
forfeited by the participant pursuant to
Section 5.3 or Section 23 of the plan
subsequent to the preceding adjustment date.
(c) Loans: Prior to the allocation of net income
or loss of the trust, there shall be
subtracted from the account the total amount
of any loans made from such account
subsequent to the preceding adjustment date.
(d) Elective deferrals: Prior to the allocation
of net income or loss of the trust, there
shall be added to the participant's elective
deferral account ___% [indicate a percentage
not to exceed 100%] of any elective deferrals
made by the participant subsequent to the
preceding adjustment date. After the
allocation of net income or loss of the
trust, there shall be added to the
participant's elective deferral account any
elective deferrals made subsequent to the
preceding adjustment date that were not added
in by the preceding sentence.
(e) Employee after-tax contributions: Prior to
the allocation of net income or loss of the
trust, there shall be added to the
participant's employee after-tax contribution
account _____% [indicate a percentage not to
exceed 100%] of any employee after-tax
contributions made by the participant
subsequent to the preceding adjustment date.
After the allocation of net income or loss of
the trust, there shall be added to the
participant's employee after-tax contribution
account any employee after-tax contributions
made subsequent to the preceding adjustment
date that were not added in by the preceding
sentence.
(f) Employer contributions:
(i) Prior to the allocation of net
income or loss of the trust, there
shall be added to the participant's
matching contribution account ____%
[indicate a percentage not to
exceed 100%] of the Employer
matching contributions made on the
participant's behalf subsequent to
the preceding adjustment date.
After the allocation of net income
or loss of the trust, there shall
be added to the participant's
matching contribution account any
Employer matching contributions
made on the participant's behalf
subsequent to the preceding
adjustment date that were not added
in by the preceding sentence.
(ii) Prior to the allocation of net
income or loss of the trust, there
shall be added to the participant's
discretionary Employer contribution
account _____% [indicate a
percentage not to exceed 100%] of
the discretionary Employer
contributions made on the
participant's behalf subsequent to
the preceding adjustment date.
After the allocation of net income
or loss of the trust, there shall
be added to the participant's
discretionary Employer contribution
account any discretionary Employer
contributions made on the
participant's behalf subsequent to
the preceding adjustment date that
were not added in by the preceding
sentence.
(iii) Prior to the allocation of net
income or loss of the trust, there
shall be added to the participant's
qualified matching contribution
account ___% [indicate a percentage
not to exceed 100%] of the Employer
qualified matching contributions
made on the participant's behalf
subsequent to the preceding
adjustment date. After the
allocation of net income or loss of
the trust, there shall be added to
the participant's qualified
matching contribution account any
Employer qualified matching
contributions made on the
participant's behalf subsequent to
the preceding adjustment date that
were not added in by the preceding
sentence.
(iv) Prior to the allocation of net
income or loss of the trust, there
shall be added to the participant's
qualified non-elective contribution
account ___% [indicate a percentage
not to exceed 100%] of the Employer
qualified non-elective
contributions made on the
participant's behalf subsequent to
the preceding adjustment date.
After the allocation of net income
or loss of the trust, there shall
be added to the participant's
qualified non-elective contribution
account any Employer qualified
non-elective contributions made on
the participant's behalf subsequent
to the preceding adjustment date
that were not added in by the
preceding sentence.
(g) Loan repayments: Prior to the allocation of
net income or loss of the trust, there shall
be added to the participant's account ___%
[indicate a percentage not to exceed 100%] of
any loan repayments, including interest, made
by the participant subsequent to the
preceding adjustment date. After the
allocation of net income or loss of the
trust, there shall be added to the
participant's account any loan repayments,
including interest, made by the participant
subsequent to the preceding adjustment date
that were not added in the preceding
sentence.
(h) Employee rollovers: Prior to the allocation
of net income or loss of the trust, there
shall be added to the participant's rollover
account ___% [indicate a percentage not to
exceed 100%] of any rollover contributions
made subsequent to the preceding adjustment
date. After the allocation of net income or
loss of the trust, there shall be added to
the participant's rollover account any
rollover contribution made subsequent to the
preceding adjustment date that were not added
in by the preceding sentence.
(i) Direct transfers: Prior to the allocation of
the net income or loss of the trust, there
shall be added to the participant's direct
transfer account ____% [indicate a percentage
not to exceed 100%] of any amounts
transferred to the plan on behalf of the
participant pursuant to Section 18 of the
plan subsequent to the preceding adjustment
date. After the allocation of net income or
loss of the trust, there shall be added to
the participant's direct transfer account any
amounts directly transferred to the plan on
behalf of the participant subsequent to the
preceding adjustment date that were not added
in by the preceding sentence.
(j) Reallocation of forfeitures: After the
allocation of net income or loss of the
trust, there shall be added to the
participant's matching contribution account
and/or discretionary Employer contribution
account, as applicable, any forfeitures
derived from matching contributions and/or
discretionary Employer contributions in the
manner prescribed by Section 5.3 or Section
23 of the plan.
(k) Net income or loss: There shall be credited
or debited to each separate account that
portion of the net income or net loss of the
trust since the last preceding adjustment
date which the basic credit as of the last
preceding adjustment date, as adjusted in the
manner prescribed in the above paragraphs,
bears to the total of all the basic credits
as of such preceding adjustment date, as so
adjusted. The net income or net loss of the
trust shall be ascertained by the Trustee and
shall mean the profits and income actually
realized and received, less the losses and
expenses actually incurred and paid, plus any
net increase or minus any net decrease in the
fair market value of the assets of the trust
not actually realized and received or
incurred and paid. Net income or net loss
shall not include elective deferrals,
qualified non-elective contributions,
employee after-tax contributions, matching
contributions, qualified matching
contributions, or discretionary Employer
contributions. In ascertaining such value,
the expense of liquidation shall not be taken
in account. "Basic credit as of the last
preceding adjustment date" shall be such
credit after the adjustments described in the
above paragraphs have been made. Any
qualified nonelective contributions, matching
contributions, qualified matching
contributions, or discretionary Employer
contributions made after the close of a plan
year, but allocated to a participant's
account as of the last day of such prior plan
year, shall be considered part of the basic
credit, as of the adjustment date immediately
preceding the date such contributions are
actually made. For purposes of this
paragraph, to the extent a participant's
account shall be invested in a group annuity
contract or guaranteed investment contract
issued by a legal reserve life insurance
company, such contracts shall be valued using
an estimated daily earnings rate, if accurate
earnings are not otherwise available to the
Committee. The determination of net income
or net loss to be allocated to the separate
accounts of a participant shall be further
subject to the requirements of Section 8 of
the plan to the extent such accounts are
subject to the participant's investment
direction.
(l) Employee buyback: After the allocation of net
income or loss of the trust, there shall be
added to the participant's account any
amounts repaid by the participant in order to
restore his account pursuant to Section 5.3
of the plan.
(m) Transfer of investment: Any change in the
investment direction by the participant shall
become effective on each adjustment date
after all adjustments above have been made.
There shall be added or subtracted any
amounts transferred from one investment fund
to another.
X (2) Unit adjustment method. [This option must be
elected if the Employer chooses daily adjustment
dates in item X.A.(4) above.]
The value of each participant's account shall be
converted to units or shares. Thereafter, when the
participant's account is credited with an allocation of
any employee and/or Employer contributions, direct
transfers from another qualified plan, rollover
contributions, principal and interest payments on any
loans made to the participant, and/or reallocated
forfeitures in accordance with the terms of the plan,
the value of such allocation shall be used to purchase
units or shares and added to such participant's
account. When any distributions, participant loans,
withdrawals, transfers between investment funds, and/or
administrative fees are charged against the
participant's account in accordance with the terms of
the plan, the number of units or shares equal in value
to the amount paid from the participant's account shall
be deducted from the outstanding units or shares.
XI. DISTRIBUTIONS TO PARTICIPANTS
A. Normal retirement age shall mean the date a participant
(1.38; 3.1): [Select one and complete as appropriate]
X (1) Attains age 65 [not to exceed 65].
____ (2) Attains age ____ [not to exceed 65] or the ____
[not to exceed fifth] anniversary of the first day
of the plan year in which the participant
commenced his participation in the plan.
B. Early retirement (3.2): [Select one]
____ (1) Early retirement shall not be applicable under the
plan.
X (2) A participant may elect to retire prior to his
normal retirement date as of the first day of any
calendar month following his: [Select one and
complete as appropriate]
____ (a) Attainment of age ____.
____ (b) Completion of ____ years of service.
X (c) Attainment of age 55 and completion of
5 years of service.
C. Distributions to terminated participants (3.6):
A participant who terminates service before he is eligible
to retire may elect to have his vested accrued benefit
valued as of the adjustment date specified below (the
"termination adjustment date") and distributed as soon as
practicable thereafter: [Select one]
____ (1) The adjustment date coincident with or next
following the termination of service of the
participant.
____ (2) The adjustment date coincident with the close of
the plan year in which the participant incurs a
one year break in service.
____ (3) The adjustment date coincident with the close of
the plan year in which the participant incurs five
consecutive one year breaks in service.
____ (4) The adjustment date coincident with or next
following the normal retirement date of the
participant.
____ (5) The adjustment date next preceding the termination
of the participant; provided that such
participant's vested accrued benefit shall include
any elective deferrals and employee after-tax,
contributions made and attributable to the period
after such adjustment date and allocable to the
participant's account, but shall not include any
earnings or losses thereon after such adjustment
date.
[Note: If option (5) above is elected and the
participant is entitled to an allocation of
qualified non-elective contributions,
matching contributions, qualified matching
contributions, or discretionary Employer
contributions under the plan for any period
after his termination adjustment date, an
additional distribution of the vested portion
of any such contribution shall be made to the
participant as soon as practicable after the
adjustment date as of which such
contributions are made.]
[Note: A prior plan cannot be amended to eliminate or
reduce an existing optional form of benefit, including
payment schedule, time of commencement, and medium of
distribution.]
X (6) The adjustment date the distribution is actually
processed. [This item must be selected if daily
adjustment dates have been elected.]
D. Segregation of terminated participant's vested benefit
(3.6.3): [Select one]
[Complete this item XI.D only if a participant is not
permitted to direct the investment of his entire account.]
____ (1) The Trustee shall not segregate for investment
purposes that portion of the terminated
participant's vested accrued benefit which is not
credited to his directed separate accounts (as
defined in Section 8.1).
X (2) The Trustee shall segregate for investment
purposes that portion of the terminated
participant's vested accrued benefit which is not
credited to his directed separate accounts (as
defined in Section 8.1). The segregated portion
shall be held in a deferred payment account
pursuant to Section 3.6.3.
E. Distributions on or after attainment of age 59 1/2 (6.4):
[If you select this option a participant may withdraw all or
any portion of his account on or after attaining age 59 1/2,
regardless of whether he is still in service.]
X If this option is selected, a participant may withdraw
all or any portion of the following separate accounts
which are a part of his entire account on or after
attainment of age 59 1/2, provided that a participant may
not request more than 4 [not to exceed four]
withdrawals during a plan year. [Select one or more]
X (a) the discretionary Employer contribution
account;
X (b) the mandatory contribution account;
X (c) the elective deferral account;
X (d) the qualified non-elective contribution
account;
X (e) the employee after-tax contribution account;
X (f) the matching contribution account;
X (g) the qualified matching contribution account;
X (h) the rollover account; and
X (i) the direct transfer account.
F. Determination of life expectancies for minimum distributions
(4.4):
Required minimum distributions under Section 4.4 will be
determined based on the life expectancy of: [Select one]
X (1) The participant only.
____ (2) The participant and his or her designated
beneficiary.
G. Hardship withdrawals (6.5): [Select one]
____ (1) Hardship distributions shall not be permitted
under the plan.
X (2) Hardship distributions shall be permitted
under the plan. Hardship distributions shall
be available from the vested portion of the
following accounts of the participant:
[Select one]
____ (a) All of his accounts (other than his
qualified matching contribution account
and his qualified non-elective
contribution account);
____ (b) His elective deferral account only
(excluding earnings credited as of any
plan year ending after July 1, 1989);
X (c) The elective deferrals credited to his
elective deferral account only
(excluding all earnings).
H. Mode of distribution (4.1):
All distributions pursuant to Section 4.1.1 of the plan
shall be made in accordance with one of the following
optional forms of payment. [Select one or more]
X (1) Term certain as described in 4.1.1(i).
X (2) Lump sum as described in 4.1.1(ii).
XII. VESTING OF MATCHING AND DISCRETIONARY EMPLOYER CONTRIBUTIONS
A. Vesting schedule (2.3.4; 2.4; 5.1; 5.2):
The nonforfeitable percentage of each participant in his
matching contribution account and discretionary Employer
contribution account shall be determined according to the
following schedules: [Select one]
x (1) 100% vesting after 5 [not to exceed 5] years
of service for the discretionary employer
contribution account. Participants with at least
one year of vesting credit in the DST Systems
profit sharing and 401(k) plans shall continue to
be credited with that vested percent, and shall
earn an additional year of vesting according to
the DST Systems plans vesting schedule until they
shall attain 5 years of service, when they shall
become 100% vested in their employer discretionary
profit sharing account.
____ (2) Number of Years Vesting
of Service Percentage
Less than 1 _____
1 _____
2 _____
3 _____ (at lease 20%)
4 _____ (at least 40%)
5 _____ (at least 60%)
6 _____ (at least 80%)
7 or more _____%
X (3) Immediate 100% vesting for the employer matching
contribution account.
B. Years of service counted for vesting purposes (1.62; 5.2):
All years of service with the Employer shall be counted to
determine the vested percentage of the participant's accrued
benefit derived from matching contributions and
discretionary Employer contributions except: [Select the
desired exclusions, if any]:
X (1) No exclusions.
____ (2) Years of service before age [not to exceed
age 18].
____ (3) Years of service during a period for which the
participant made no mandatory contributions, if
required under a prior plan.
____ (4) Years of service before the Employer maintained
this plan.
____ (5) Years of service before January 1, 1971, unless
the employee has had at least three years of
service after December 31, 1970.
____ (6) Years of service before the effective date of
ERISA, if such service would have been disregarded
under the break in service rules of a prior plan
in effect from time to time before such date. For
this purpose, the break in service rules are rules
which result in the loss of prior vesting or
benefit accruals, or which deny an employee
eligibility to participate, by reason of
separation or failure to complete a required
period of service within a specified period of
time.
____ (7) Years of service before a participant's one year
break in service, provided that the participant
shall be credited with such years of service upon
his completion of a year of service following his
date of reemployment.
C. Allocation of forfeitures of matching contributions and
discretionary Employer contributions (5.3): [Select one]
[Note: Forfeitures of excess aggregate contributions shall
be treated in the same manner as elected in this item XII.C.
with respect to forfeitures of matching contributions,
except that if such forfeitures are reallocated, they shall
only be reallocated among the accounts of non-highly
compensated participants.]
____ (1) All forfeitures of matching contributions shall be
reallocated to the matching contribution account
of each participant eligible to share in matching
contributions for the plan year in which the
forfeiture occurs in the same proportion that the
matching contributions allocated to the
participant's matching contribution account bears
to the matching contributions allocated to the
matching contribution accounts of all participants
eligible to share in such matching contributions
for such plan year. All forfeitures of
discretionary Employer contributions under the
plan shall be reallocated to the discretionary
Employer contribution account of all participants
who are entitled to share in such discretionary
Employer contributions for the plan year in which
the forfeiture occurs in the same proportion that
the discretionary Employer contributions allocated
under the plan for such plan year (or would have
been allocated if a contribution had been made).
____ (2) All forfeitures of matching contributions and
discretionary Employer contributions under the
plan shall be allocated to a participant's
discretionary Employer contribution account in the
same ratio that each participant's compensation
bears to the compensation for all participants
entitled to share in the discretionary Employer
contributions.
X (3) All forfeitures of matching contributions and
discretionary Employer contributions under the
plan shall be applied to reduce future matching
and discretionary Employer contributions, if any.
____ (4) All forfeitures of matching contributions under
the plan shall be applied to reduce future
matching contributions, if any. All forfeitures
of discretionary Employer contributions under the
plan shall be reallocated among all participants
who are entitled to share in such discretionary
Employer contributions for the plan year in which
the forfeiture occurs in the same manner as
discretionary Employer contributions are allocated
under the plan for such plan year (or would have
been allocated if a contribution had been made).
XIII. PARTICIPANT LOANS
A. Permissibility of participant loans (6.4): [Select one]
____ Loans to participants or beneficiaries shall not be
permitted under the plan.
[If the above option is selected, do not complete
the remaining question in this item XIII.]
X Loans to participants or beneficiaries (but not
owner-employees or shareholder-employees of S
corporations) shall be permitted under the plan.
[If the above option is selected, please complete
the remainder of this item XIII as applicable.]
B. Amount of participant loans:
The minimum amount of a participant loan that may be
obtained under the plan shall be: [Select one]
____ (1) $500
X (2) $1,000.
C. Sources of participant loans:
The principal amount of a participant loan may be obtained
from the vested portion of the following accounts of the
participant: [Select one]
X (1) His entire account (other than his deductible
contribution account).
____ (2) His elective deferral account only.
____ (3) The following separate accounts which are a part
of his entire account:
[Select one or more]
____ (a) the discretionary Employer contribution
account;
____ (b) the mandatory contribution account;
____ (c) the elective deferral account;
____ (d) the qualified non-elective contribution
account;
____ (e) the employee after-tax contribution account;
____ (f) the matching contribution account;
____ (g) the qualified matching contribution account;
____ (h) the rollover account; and
____ (i) the direct transfer account.
D. Loans from separate accounts invested in Employer stock:
[Select one]
____ (1) Notwithstanding the above, amounts allocated to a
participant's separate account that are required
to be invested or reinvested in Employer stock
shall not be sold or applied to fund the principal
amount of a participant loan under the plan.
____ (2) Amounts allocated to a participant's separate
account that are required to be invested or
reinvested in Employer stock may be sold or
applied to fund the principal amount of a
participant loan under the plan.
XIV. PARTICIPANT DIRECTED INVESTMENTS
A. Permissibility of participant directed investments (8. 1):
[Select one. If option (3) is selected, complete option (3)
as instructed.]
____ (1) Each participant shall not be permitted to direct
the investment or reinvestment of any portion of
his account.
[If the above option is selected, do not complete
the remaining questions in this item XIV.]
____ (2) Each participant shall be permitted to direct the
investment and reinvestment of his entire account
among the directed investment funds, including, if
elected by the Employer in item XV below, the
Employer stock fund.
[If the above option is selected, please complete
the remaining questions in this item XIV. See
item XV below for an election to permit directed
investments in Employer stock.]
X (3) Each participant shall be permitted to direct the
investment and reinvestment of one or more of the
following separate accounts, which are a part of
his entire account, among the directed investment
funds, including, if elected by the Employer in
item XV below, the Employer stock fund: [Select
one or more as desired]
____ (a) the discretionary Employer contribution
account;
____ (b) the deductible contribution account;
____ (c) the mandatory contribution account;
X (d) the elective deferral account;
____ (e) the qualified non-elective contribution
account;
____ (f) the employee after-tax contribution account;
X (g) the matching contribution account;
____ (h) the qualified matching contribution account.
X (i) the rollover account; and
____ (j) the direct transfer account.
[If the above option is selected, please complete
the remaining questions in this item XIV. See
item XV below for an election to permit directed
investments in Employer stock.]
B. Direction by terminated participants and beneficiaries
(3.6.3; 8.1): [Select one]
X (1) Following a participant's termination of service
for any reason, such participant or his
beneficiary shall not be entitled to continue to
direct the investment of the participant's
directed separate accounts. If the participant's
vested accrued benefit will be held under the plan
for future payment to him or his beneficiary
pursuant to Section 3.6.3, Section 4.1, or Section
4.2, the amounts credited to the participant's
directed separate accounts will be transferred as
of the adjustment date coincident with or next
following the date of his termination of service
to the most conservative directed investment fund
as designated by the Committee.
____ (2) Following a participant's termination of service
for any reason, such participant or his
beneficiary shall be entitled to continue to
direct the investment of the participant's
directed separate accounts until the participant's
benefit is paid to him or his beneficiary in full
as provided in Section 3.6.3, Section 4.1, or
Section 4.2.
C. Allocation among investment funds (8.1.3; 8.1.4):
Each participant shall be permitted to direct the investment
of future contributions allocated to his directed separate
accounts among the available directed investment funds in
multiples of the following percentage: [Select one and
complete, if necessary]
X (1) 10%
____ (2) 25%
____ (3) _____% [Insert any whole percentage that divides
evenly into 100]
Each participant shall be permitted to reallocate the
amounts credited to his directed separate accounts among the
available directed investment funds as follows: [Select one
or more and complete as appropriate]
X (1) In multiples of the following percentage:
X (a) 10%
____ (b) 25%
____ (c) _____% [Insert any whole percentage that
divides evenly into 100].
____ (2) In units.
____ (3) In dollars.
D. Frequency of investment directions (8.1.3; 8.1.4):
Each participant shall be permitted to change his direction
of the future contributions allocated to his directed
separate accounts or to reallocate the amounts credited to
his directed separate accounts among the available directed
investment funds as of the following adjustment dates:
[Select one. Note: The dates selected under this item XIV.D
should coincide with the adjustment date(s) selected in item
X.A above. Participants should not be permitted to give
investment directions more frequently than the adjustment
dates selected for the plan.]
X (1) Each day during the plan year.
[Note: Item XIV.D(1) above should not be elected
unless daily adjustment dates have been elected.]
____ (2) The last day of each month during the plan year.
____ (3) The last day of each third month during the plan
year.
____ (4) The last day of each sixth month during the plan
year.
____ (5) The last day of each week during the plan year.
____ (6) The last day of each plan year.
____ (7) Other:
_________________________________________________
_________________________________________________
XV. INVESTMENTS IN EMPLOYER STOCK
A. Permissibility of investments in Employer stock (1.26; 9;
20). [Select one]
X (1) The Trustee shall not be authorized to invest plan
assets in Employer stock.
[If the above option is selected, do not complete
the remaining questions in this item XV.]
____ (2) The Committee shall be authorized to direct the
Trustee to invest and reinvest plan assets in
shares of Employer stock as a general investment
of the trust in accordance with Section 20.
[Note: This option should be selected if the
Employer does not intend to make matching
contributions and/or discretionary Employer
contributions to the plan in shares of Employer
stock and participants are not permitted to direct
the investment of any portion of their accounts
(i.e., if item XIV.A.(1) above was selected).]
[If the above option is selected, do not
complete the remaining questions in this item
XV.]
____ (3) The Committee shall be authorized to direct the
Trustee to establish an Employer stock fund (as
described in Section 9.1) for the purpose of
receiving and holding any shares of Employer stock
contributed to the plan as matching contributions
and/or discretionary Employer contributions.
[Note: This option should be selected if the
Employer intends to make matching contributions
and/or discretionary Employer contributions to the
plan in shares of Employer stock.]
If this option (3) is selected and participants are
permitted to direct the investment of any portion of their
accounts among the other directed investment funds (i.e., if
either item XIV.A.(2) or item XIV.A.(3) above was selected),
select one of the following additional options:
____ (A) Each participant shall not be permitted to
direct the investment or reinvestment of any
portion of his account in the Employer stock
fund.
____ (B) Each participant shall be permitted to direct
the investment and reinvestment of his entire
account in the Employer stock fund.
____ (C) Each participant shall be permitted to direct
the investment and reinvestment of one or
more of the following separate accounts which
are a part of his entire account in the
Employer stock fund: [Select one or more as
desired]
____ (a) the discretionary Employer contribution
account;
____ (b) the deductible contribution account;
____ (c) the mandatory contribution account;
____ (d) the elective deferral account;
____ (e) the qualified non-elective contribution
account;
____ (f) the employee after-tax contribution
account;
____ (g) the matching contribution account;
____ (h) the qualified matching contribution
account;
____ (i) the rollover account; and
____ (j) the direct transfer account.
[If item XV.A.(3) is selected, please
complete the remaining questions in this item
XV.]
____ (4) The Committee shall be authorized to direct the
Trustee to establish an Employer stock fund (as
described in Section 9.1) for the purpose of
allowing participants to direct the investment or
reinvestment of all or a portion of their accounts
in Employer stock as designated below.
[Note: This option should be selected if the
Employer does not intend to make matching
contributions and/or discretionary Employer
contributions to the plan in shares of Employer
stock, but wants to permit participants to invest
and reinvest all or a portion of their accounts in
Employer stock.]
If this item XV.A.(4) is selected, select one of the
following additional options:
____ (A) Each participant shall be permitted to direct
the investment or reinvestment of his entire
account in the Employer stock fund.
____ (B) Each participant shall be permitted to direct
the investment and reinvestment of one or
more of the following separate accounts,
which are a part of his entire account, in
the Employer stock fund: [Select one or more
as desired]
____ (a) the discretionary Employer contribution
account;
____ (b) the deductible contribution account;
____ (c) the mandatory contribution account;
____ (d) the elective deferral account;
____ (e) the qualified non-elective contribution
account;
____ (f) the employee after-tax contribution
account;
____ (g) the matching contribution account;
____ (h) the qualified matching contribution
account;
____ (i) the rollover account; and
____ (j) the direct transfer account.
[If this item XV.A.(4) is selected, please
complete the remaining questions in this item
XV.]
B. Medium of payment (4.8).
To the extent amounts allocated to a participant's separate
account are invested in Employer stock, the distribution of
such amounts shall be made in: [Select one]
____ (1) Cash.
____ (2) Shares of Employer stock.
____ (3) Cash or shares of Employer stock, as elected
by the participant or beneficiary.
[If item XV.B.(1) is selected, please proceed to item XV.D.
Do not complete item XV.C.]
C. Right of first refusal (9.3): [Select one]
____ (1) Any participant who receives a distribution
of Employer stock under the plan and desires
to dispose of such Employer stock shall not
be required to first offer to sell such
Employer stock to the Employer.
____ (2) Any participant who receives a distribution
of Employer stock under the plan and desires
to dispose of such Employer stock shall be
required to first offer to sell such Employer
stock to the Employer.
D. Voting of Employer stock (9.4).
(1) Readily tradable Employer stock (9.4.1): [Select one]
[Complete this item XV.D.(1) only if the Employer stock
held by the Trustee is readily tradable on an
established market. If it is not readily tradable,
please proceed to item XV.D.(2). See Section 9.4.1 for
a definition of "readily tradable on an established
market."]
____ (a) Each participant or his beneficiaries shall
not be entitled to direct the Trustee as to
the manner in which shares of Employer stock
allocated to the participant's separate
accounts shall be voted with respect to any
corporate matter that involves voting the
Employer stock allocated to the participant's
separate accounts.
____ (b) Each participant or his beneficiaries shall
be entitled to direct the Trustee as to the
manner in which shares of Employer stock
allocated to the participant's separate
accounts shall be voted with respect to any
corporate matter that involves voting the
Employer stock allocated to the participant's
separate accounts.
[Note: It may be advisable to amend this item XV.D
if the Employer stock allocated to a participant's
separate accounts should become not readily
tradable in the future.]
(2) Not readily tradable Employer stock (9.4.2): [Select
one]
[Complete this item XV.D.(2) only if the Employer stock
held by the Trustee is not readily tradable on an
established market.]
____ (a) Each participant or his beneficiaries shall
not be entitled to direct the Trustee as to
the manner in which shares of Employer stock
allocated to the participant's separate
accounts shall be voted with respect to any
corporate matter that involves voting the
Employer stock allocated to the participant's
separate accounts.
____ (b) Each participant or his beneficiaries shall
be entitled to direct the Trustee as to the
manner in which shares of Employer stock
allocated to the participant's separate
accounts shall be voted with respect to any
corporate matter that involves voting the
Employer stock allocated to the participant's
separate accounts.
____ (c) Each participant or his beneficiaries shall
be entitled to direct the Trustee as to the
manner in which shares of Employer stock
allocated to the participant's separate
accounts shall be voted with respect to any
corporate matter involving the approval or
disapproval of any corporate merger or
consolidation, recapitalization,
reclassification, liquidation, dissolution,
or sale of substantially all of the assets of
the Employer's trade or business.
[Note: It may be advisable to amend this item XV.D if
the Employer stock allocated to a participant's
separate accounts should become readily tradable in the
future.]
XVI. ROLLOVERS
A. Permissibility of rollovers to the plan (19.1): [Select one]
____ Rollovers to the plan shall not be permitted.
[If the above option is selected, do not
complete the remaining question in this item
XVI.]
X Rollovers to the plan shall be permitted by the
individuals designated in item XVI.B below.
[If the above option is selected, please
complete item XVI.B.]
B. Persons eligible to make rollovers to the plan (19.1):
[Select one.]
____ All employees eligible to participate in the plan under
Item IV.A, including employees who have not completed
the participation requirements under the plan.
X All participants.
C. Withdrawals from rollover account: [Select one]
X (a) Except as otherwise provided in XI. E. or G.,
amounts allocated to a participant's rollover
account shall not be withdrawn prior to his
termination of service, death, or disability.
____ (b) In addition to any withdrawal rights provided in
XI. E. or G., at a participant's request, amounts
allocated to his rollover contribution account may
be withdrawn prior to his termination of service,
death, or disability, subject to the following
conditions: [Complete (i); also complete (b) if
daily adjustment dates have been selected; also
complete (iii) through (v) as appropriate]
(i) A participant may not request more than
___ [not to exceed four] withdrawals
during a plan year.
(ii) No withdrawal shall exceed _____% of the
amount in the participant's rollover
contribution account, determined on the
date the withdrawal request is actually
processed.
(iii) No withdrawal shall be made in an amount
less than $________ [Insert amount not
in excess of $1,000]
(iv) No withdrawal may be made until the
Participant has taken all available
withdrawals from the following accounts:
(v) A withdrawal may only be made if the
Participant incurs a financial hardship.
For purposes of the paragraph, a
"financial hardship" is defined as .
XVII. TOP-HEAVY PROVISIONS
A. Top-heavy ratio (22.1.7):
For purposes of establishing present value to compute the
top-heavy ratio, any benefit shall be discounted only for
interest and mortality based on the following: [Complete
both]
(1) Interest rate: 8 %
(2) Mortality table: UP '84
B. Minimum top-heavy allocations (22.2.1):
For purposes of minimum top-heavy allocations, contributions
and forfeitures equal to 3 % of each non-key employee's
compensation will be allocated to the employee's account
when the plan is top-heavy.
[Insert a percentage that is not less than 3%; provided
that "0" may be inserted if the minimum allocation will
be provided to participants under any other plan or
plans of the Employer. If permitted pursuant to
Section 22.2.1 of the plan, such percentage shall in no
event exceed the largest percentage of Employer
contributions and forfeitures allocated on behalf of
any key employee. Neither elective deferrals nor
matching contributions may be taken into account for
the purpose of satisfying the minimum top-heavy
allocation requirement. The Employer may attach
additional provisions as necessary to satisfy Section
416 of the Code because of the required aggregation of
multiple plans.]
C. Top-heavy vesting schedule (22.2.2):
[Complete this question if option (3) of item XII.A is not
selected and either (a) option (1) of item XII.A is selected
and the number of years of service is greater than three, or
(b) option (2) of item XII.A is selected and the vested
percentage for any year under such option is less than the
vested percentage for the same year under option (2) of this
item.]
The nonforfeitable percentage of each participant in his
accrued benefit attributable to matching contributions and
discretionary Employer contributions for any top-heavy plan
year shall be determined as follows: [Select one]
X (1) 100% vesting after 3 [not to exceed 3]
years of service.
____ (2) Number of Years Vesting
of Service Percentage
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
XVIII. MAXIMUM ALLOCATIONS
A. Correction of excess allocations (23.1.4; 23.2.6):
If, as a result of the allocation of forfeitures, a
reasonable error in estimating a particular compensation, a
reasonable effort in determining the amount of elective
deferrals that may be _____ by a participant under the
limitations of Section 23 of the plan, or other limited
factual circumstances, the maximum permissible amount would
be exceeded for any limitation year ____ excess amount with
respect to a participant for such limitation year shall be
disposed of _______ following order:
(1) Any employee after-tax contributions (and any gains
attributable thereto) to the extent such excess shall
be returned to the participant.
(2) If further reductions are necessary, any elective
deferrals to the extent of such excess be returned to
the participant.
(3) If further reductions are necessary, then the Committee
shall reduce the excess amount ________ the following
manner: [Select one]
____ (a) First, such participant's share of the
discretionary Employer contributions then his
share of the matching contributions, and
finally his share of forfeitures for the
limitation year shall be reduced in that
order ________ extent of such remaining
excess. Such excess amount shall be credi___ a
separate special account for the participant
designated as a "sus_______ account," and
shall be applied in the next limitation year
(and _______ limitation years if necessary to
reduce matching contributory discretionary
Employer contributions for the participant,
provided _______ covered under the plan as of
the adjustment date such matching
contributions or discretionary Employer
contributions are allocated ______________
participant is not covered under the plan at
such time, the balance __________ suspense
account shall be reallocated among the
remaining participa______ the ratio which
each of such participant's compensation
during ______ limitation year in question bears
to the aggregate compensation of all
participants during such limitation year, and
before any employee tax contribution,
elective deferrals, qualified non-elective _____
matching contributions, qualified matching
contributions, or _________ Employer
contributions for such limitation year are
allocated.
The suspense account shall be adjusted
annually for additions ________ distributions
therefrom, but not for any net income or net
loss attributable thereto. In the event the
plan is terminated, any balance in the _______
account shall be returned to the Employer.
X (b) First, such participant's share of the
discretionary Employer contributions, then
his share of the matching contributions, and
finally, his share of any forfeitures for the
limitation year shall be reduced in that
order to the extent of such remaining excess.
The amount of the reduction shall be
reallocated among the remaining participants
in the ratio which each of such participant's
compensation during the limitation year in
question bears to the aggregate compensation
of all such participants during such
limitation year and before any employee
after-tax contributions, elective deferrals,
qualified non-elective contributions,
matching contributions, qualified matching
contributions, or discretionary Employer
contributions for such limitation year are
allocated. If all of the amount of such
reduction cannot be reallocated without
causing the account of each other participant
to exceed the maximum permissible amount,
then such remaining amount shall be credited
to a suspense account.
The suspense account shall contain the excess
amounts of Employer contributions and
forfeitures from all limitation years. Such
excess amounts shall be allocated for each
succeeding limitation year among the accounts
of participants in the ratio which each of
such participant's compensation for the
limitation year in question bears to the
aggregate compensation of all such
participants during such limitation year and
before any employee after-tax contributions,
elective deferrals, qualified non-elective
contributions, matching contributions,
qualified matching contributions, or
discretionary Employer contributions for such
year are allocated. The suspense account
shall be adjusted annually for additions
thereto and distributions therefrom, but not
for any net income or net loss attributable
thereto. In the event the plan is
terminated, any balance in the suspense
account shall be returned to the Employer.
Notwithstanding anything above or in the plan to the
contrary, if all or part of a participant's elective
deferrals or employee after-tax contributions are
distributed to the participant pursuant to the provisions of
Section 23 of the plan, the matching contribution made with
respect to such elective deferrals or employee after-tax
contributions, adjusted for income and losses allocable
thereto, shall be forfeited by the participant on or before
the March 15 next following the end of the plan year for
which the matching contribution was made. The income and
losses allocable to the forfeited matching contributions for
the plan year shall be determined in the same manner as
income and losses allocable to excess aggregate contribution
are determined pursuant to Section 2.3.6. Forfeitures of
matching contributions (including income and losses
allocable thereto) shall be applied in the current or next
succeeding plan year in the same manner as elected by the
Employer in item XII.C of this Adoption Agreement.
B. Limits for multiple plans:
If the Employer maintains another qualified defined
contribution plan, other than a regional prototype plan:
[Select one]
X (1) The provisions of Section 23.2.1 through 23.2.6
will apply as if the other plan were a regional
prototype plan.
____ (2) [Provide the method under which the plans will
limit total annual additions to the maximum
permissible amount, and will properly reduce any
excess amounts, in a manner that precludes
Employer discretion].
C. If the participant is or has ever been a participant in a
defined benefit plan maintained by the Employer: [Insert
provision which satisfies 1.0 limitation of Section 415(e)
of the Code. See Treasury Regulation Section 1.415-1 for
guidance.]
NOTE: THIS IS AN IMPORTANT DOCUMENT HAVING COMPLEX TAX AND
OTHER LEGAL IMPLICATIONS. THE SPONSOR RECOMMENDS THAT ANY
ADOPTING EMPLOYER CONSULT WITH AN ATTORNEY KNOWLEDGEABLE IN
EMPLOYEE BENEFIT MATTERS BEFORE SIGNING THIS ADOPTION AGREEMENT.
XIX. SUBSTITUTE TRUST OR CUSTODIAL ACCOUNT AGREEMENT (20.7)
[Complete this Item XVIII only if you are adopting a
separate trust or custodial account agreement that
overrides the trust provisions of Section 20 of this
plan.]
____ The attached trust or custodial agreement
overrides the trust provisions of Section 20 of
the plan.
IN WITNESS WHEREOF, this Agreement has been executed by
the parties hereto on the 15th day of December, 1995.
INVESTORS FIDUCIARY TRUST COMPANY
Name of Employer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Executive Vice President
Officer, Partner, or Sole
Proprietor
Attest/Witness:
/s/ ▇▇▇▇▇▇ ▇▇▇
[Corporate Seal]
Name of Trustee(s) INVESTORS FIDUCIARY
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Executive Vice President
Individual/Authorized Officer
Attest:
/s/ ▇▇▇▇▇▇ ▇▇▇
[Corporate Seal]
NOTE: The Employer may not rely on the notification
letter issued by the National or District Office of Internal
Revenue Service as evidence that this plan is qualified under
Section 401 of the Code. In order to obtain reliance with
respect to plan qualification, the Employer must apply to the
appropriate Key District Office for a determination letter.