EXHIBIT 10.32
1165(e) PLAN ADOPTION AGREEMENT
Popular Master Defined Contribution Retirement Plan
AMENDED EFFECTIVE AS OF OCTOBER 1, 2001
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BY executing this Adoption Agreement the Employer is adopting
a profit sharing plan with optional Section 1165(e) provisions for the benefit
of its Employees. The Employer's Plan is comprised of: (i) [x] the Banco Popular
de Puerto Rico Popular Master Defined Contribution Retirement Plan Document or
[ ] the Employer's Defined Contribution Retirement Plan Document; (ii) [ ] the
Banco Popular de Puerto Rico Popular Master Defined Contribution Retirement Plan
Master Trust and/or [ ] the Employer's Defined Contribution Retirement Plan
Trust; and (iii) [ ] this Adoption Agreement. The terms used in this Adoption
Agreement, as well as the rules to be complied with in connection with the Plan,
are fully explained in the [ ] Popular Master Plan Document or [ ] the
Employer's Plan Document. When signing this Adoption Agreement, if applicable,
the employer has received copy of the Banco Popular de Puerto Rico Popular
Master Defined Contribution Retirement Plan and the Popular Master Plan's
Summary Plan Description. The Banco Popular de Puerto Rico Popular Master
Defined Contribution Retirement Plan Master Trust is available upon request at
Banco Popular's main offices in Hato Rey, Puerto Rico.
1165(e) Plan Adoption Agreement
Popular Master Defined Contribution Retirement Plan
Copyright@2001 by Banco Popular de Puerto Rico
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Plan Sponsor
Name of Plan Sponsor: ▇▇▇▇▇▇▇ Enterprises, Inc.
Address (Physical): ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Address (Postal): P. O. ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
Name of Person for Banco Popular de Puerto Rico to contact:
Position: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, Compensation and Benefits
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
Plan Sponsor tax identification number: ▇▇-▇▇▇▇▇▇▇
Type of business:
[ ] Unincorporated Trade or Business
[ ] Partnership
[X] Corporation
[ ] Other (specify)
Employer's taxable year:
[ ] Calendar year
[X] Fiscal Year ending on October 31.___________________________
EMPLOYER INFORMATION (Complete even if only one Employer will adopt the Plan;
attach additional sheets to provide information for additional Employers
adopting the Plan. References in this Adoption Agreement to any Employer shall
be in reference to all employers adopting the Plan.)
Name of Employer: Empresas ▇▇▇▇▇▇▇ - Funerarias
Address (Physical): ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Address (Postal): P. ▇. ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
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Name of Person for Banco Popular de Puerto Rico to contact: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Position: Director, Human Resources , Puerto Rico Region
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
Employer tax identification number: ▇▇-▇▇▇▇▇▇▇
Type of business:
[ ] Unicorporated Trade of Business
[X] Partnership
[ ] Corporation
[ ] Other (specify) sole propietor
Employer's taxable year:
[ ] Calendar Year
[X] Fiscal Year ending on October 31.
Payroll frequency: [X] Weekly [X] Bi-Weekly
[ ] Semi-Monthly [ ] Monthly
[ ] Semi-Weekly [ ] Other
Transfer to Banco Popular:
GENERAL PLAN INFORMATION
PLAN NAME ▇▇▇▇▇▇▇ ENTERPRISES PUERTO RICO EMPLOYEES RETIREMENT TRUST
(Employer's name and type of plan)
ADOPTION OR AMENDMENT OF PLAN
By signing this Adoption Agreement the Employer:
[X] adopts the Banco Popular de Puerto Rico Popular Master Defined
Contribution Retirement Plan and its Popular Master Trust
[ ] adopts the Banco Popular de Puerto Rico Popular Master Defined
Contribution Retirement Plan and as Individual Trust
[ ] adopts and Individual Defined Contribution Retirement Plan and the Banco
Popular de Puerto Rico Popular Master Defined Contribution Retirement Plan
Master Trust,
[ ] amends certain options of an earlier Banco Popular de Puerto Rico
Popular Master Defined Contribution Retirement Plan Adoption Agreement for
the following Plan:
Name of Plan Sponsor: ▇▇▇▇▇▇▇ Enterprises, Inc.
Original Effective Date: January 1, 2003
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[X] amends and restates the following Plan:
Name of Plan: ▇▇▇▇▇▇▇ Enterprises Employees Retirement Trust
Original Effective Date: January 1, 1981
EFFECTIVE DATE (cannot be earlier than the first day of the Plan Year in which
the Employer signs this Adoption Agreement).
The effective date of this Plan or amendment is: January 1, 2003
(month/day/year)
PLAN YEAR
The Plan Year will a calendar year unless the Employer elects otherwise By
checking the box below:
[ ] The Plan Year shall begin
on
(month/day)
end on
(month/day)
[ ] If applicable, the first Plan Year is a short Plan Year
beginning on __________________ and
(month/day)
ending on ___________________.
(month/day)
ACCOUNTING METHOD
The Plan shall use the cash basis accounting method.
ELIGIBILITY FOR PLAN PARTICIPATION
WAIVER OF REQUIREMENTS FOR NEW PLANS
[ ] If checked, each Employee employed on the Effective Date of the Plan is
automatically eligible to participate. Employees hired after the Effective
Date of the Plan are eligible upon satisfying any service and/or age
requirements specified below:
AGE REQUIREMENT. An employee must fulfill the following age requirement to
become a participant:
[ ] No minimum age required.
[X] Minimum age 21 (not greater than 21).
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[ ] Other
SERVICE REQUIREMENTS. An employee must fulfill the following service
requirements to become a Participant:
[ ] No service requirement
[X] One year of service.
[ ] Other 3 months of service
METHOD FOR CALCULATING YEAR OF SERVICE.
[X] HOURS OF SERVICE METHOD. An Employee's year of service will be determined
by using the Hours of Service method as described in Article 3 of the
Popular Master Plan document or the Employer's Individual Plan Document.
[ ] ELAPSED TIME METHOD. An Employee's service will be determined using the
elapsed time method, as described in Article 3 of the Popular Master Plan
document or the Employer's Individual Plan Document.
AFFILIATES. Please list the affiliates for which service will be treated as
service under the Plan. ▇▇▇▇▇▇▇ Enterprises, Inc. and subsidiaries
PREDECESSOR EMPLOYERS. Service with the following predecessor employers will be
treated as service under the Plan.
ENTRY DATES
An Employee may elect to become a Participant and start making Employee
Contributions on any entry date on or after he or she satisfies the Plan's
eligibility requirements.
INDICATE THE PLAN'S ENTRY DATES:
[ ] Monthly Entry Dates. The first day of each month date.
[X] Quarterly Entry Dates. The first day of each of the first, fourth, seventh
and tenth months of the Plan Year is an entry date.
[ ] Semi-Annual Entry Dates. The first day of each on the first and seventh
months of the Plan Year is an entry date.
COMPENSATION
EMPLOYEE PRE-TAX CONTRIBUTIONS
A Participant's Compensation for purposes of Employee Pre-tax Contribution shall
mean the total compensation that is currently includible in income for income
tax purposes paid to him by
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the Employer during a Plan Year. Except that if checked below, Compensation will
exclude the following items:
[ ] bonuses
[ ] overtime
[ ] commissions
[X] other items (specify) : Amounts realized from the exercise of a
non-qualified stock option or when restricted stock (or property) held by the
employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture. Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock option.
EMPLOYEE AFTER-TAX CONTRIBUTIONS
A Participant's Compensation for purpose of Employee After-Tax Contributions
shall mean the total compensation that is currently includible in income for
income tax purpose paid to him by the Employer during Plan Year. Except that if
checked below, Compensation will exclude the following items:
[ ] bonuses
[ ] overtime
[ ] commissions
[X] other items (specify): Amounts realized from the exercise of a
non-qualified stock option or when restricted stock (or property) held by
the employee either becomes freely transferable or is no longer subject to
a substantial risk of forfeiture. Amounts realized from the sale, exchange
or other disposition of stock acquired under a qualified stock option.
EMPLOYER MATCHING CONTRIBUTIONS
A Participant's Compensation for purposes of Employer Matching Contributions
shall mean the total compensation that is currently includible in income for
income tax purposes paid to him by the
Employer during a Plan Year. Except that if checked below, Compensation will
exclude the following items:
[ ] bonuses
[ ] overtime
[ ] commissions
[X] other items (specify) : Amounts realized from the exercise of a
non-qualified stock option or when restricted stock (or property) held by
the employee either becomes freely transferable or is no longer subject to
a substantial risk of forfeiture. Amounts realized from the sale, exchange
or other disposition of stock acquired under a qualified stock option.
EMPLOYER PROFIT SHARING CONTRIBUTIONS
A Participant's Compensation for purposes of Employer Profit Sharing
Contributions shall mean the total compensation that is currently includible in
income for tax purposes paid to him by the
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Employer during a Plan Year. Except that if checked below, Compensation will
exclude the following items:
[ ] bonuses
[ ] overtime
[ ] commissions
[X] other items (specify): Amounts realized from the exercise of a non-qualified
stock option or when restricted stock (or property) held by the employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture. Amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified stock option.
CONTRIBUTIONS
NEGATIVE ELECTION
If the Employer so elects, each Employee shall be deemed to have elected to make
a Pre-Tax Contribution in the percentage indicated below commencing with the
first payroll period following completion of the eligibility requirements of the
Plan unless the Employee elects to receive cash instead. If this is a
restatement of an existing plan Employees not participating in the Plan on the
effective date of the restatement will be given a 3-month notice commencing on
the first day of the Plan Year next following the effective date of the
restatement during which to effect an election to receive cash. A Participant
who does not file an election to receive cash will become a Participant on the
first Entry Date following the three month period. The Employee may at any time
elect to not make Pre-Tax Contributions to the Plan. This is called the
"Negative Election". The Employer can also choose a "Positive Election" whereby
the Employee must make an affirmative election to make a pre-tax contribution.
[ ] Negative Election
Percentage _________ % (1% - 3%)
[X] Positive Election
EMPLOYEE CONTRIBUTIONS
Participants may make contributions as follows:
[ ] Pre-Tax Contributions.
[ ] After Tax Contributions.
[X] Pre-Tax Contributions and/or After-Tax Contributions, at the election of
the Participant.
Pre-Tax Contributions in a Plan Year may not exceed 10% of compensation or
$7,500 in 1997 and $8,000 in 1998 and thereafter whichever is less.
After-Tax Contributions in a Plan Year, if authorized, may not exceed 10% of the
aggregate compensation paid to the Employee during all the years he or she has
been a Plan Participant. After-Tax Contributions may be subject to other
restrictions and rules established by the Plan Administrator.
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Pre-Tax Contributions and/or After-Tax Contributions may not commence prior to
the date the Plan is adopted.
ROLLOVER CONTRIBUTIONS
[ ] The Plan's Trustee shall not be authorized to receive rollover
contributions
The Plan's Trustee shall be authorized to receive rollover contributions:
[ ] Only if the employee has met the participation requirements of the Plan
as of the date of the contribution.
[X] Even if the Employee has not met the participation requirements of the
Plan as of the date of the contribution.
MATCHING CONTRIBUTIONS
[ ] The Employer will make no Matching Contributions.
[X] The Employer will make a Matching Contribution equal to fifty cents for
each dollar of a Participant's:
[ ] Pre-Tax Contributions.
[ ] After-Tax Contributions.
[X] Pre-Tax Contributions and After-Tax Contributions.
However, the Employer will not make Matching Contributions above 5% of
Participant's Compensation.
PROFIT SHARING CONTRIBUTIONS
[ ] The Employer will make no Profit Sharing Contributions.
[X] For each Plan Year in which this Plan as in effect the Employer may make
contributions to the Trust in one or more installments out of its Net
Profits (as defined in Section 6.2C.(3) of the Plan) for the Plan Year, in
such amounts as the Employer may determine (if any). The Plan Year for
which each contribution is made shall be designated at the time of the
contribution. Profit Sharing Contributions may not exceed the lesser of
Employer's Net Profit or 15% of a Participant's Compensation in any Plan
Year.
ALLOCATION OF EMPLOYER CONTRIBUTIONS
Profit Sharing Contributions shall be allocated as of the last day of such Plan
Year among the Employees who:
[X] completed more than 500 hours of service during the Plan Year [X] and [ ]
or
[X] were employed by the Employer on the last day of the Plan Year [X] and [ ]
or
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[X] are eligible under the plan
Matching Contributions shall be allocated:
[ ] With each payroll [ ] Bi-Weekly
[ ] Weekly [X] Monthly
[ ] Semi-Monthly [ ] Other
[ ] Semi-Weekly
Participants will be required to be an employee on the last day of a matching
period (or to have left employment during such period because of death,
retirement or disability) in order to receive a matching contribution for such
period.
QUALIFIED MATCHING AND NON-ELECTIVE CONTRIBUTIONS
Qualified Matching Contributions and Qualified Non-Elective Contributions, as
defined in the Popular Master Plan Document or the Employer's Plan Document,
will be taken into account for purposes of calculating the Actual Deferral
Percentages of Non-Highly Compensated Employees to the extent necessary to meet
the Actual Deferral Percentage test.
VESTING
PRE-TAX AND/OR AFTER-TAX CONTRIBUTIONS are always 100% vested.
MATCHING CONTRIBUTIONS AND/OR PROFIT SHARING CONTRIBUTIONS
You may elect a single vesting schedule for both Matching Contributions and
Profit Sharing Contributions or you may select different vesting schedules.
Matching Contributions and/or Profit Sharing Contributions will vest in
accordance with the following vesting schedule:
Graded Vesting Table
(1) (2) (3)
YEARS OF VESTED MINIMUM REQUIRED
SERVICE PERCENTAGE PERCENTAGE
Less than 1 0
At least 1 : 0
At least 2 : 20
At least 3 : 40
At least 4 : 60
At least 5 : 80
At least 6 : 100
[ ] FULL VESTING. Participants are 100% vested at all times.
[X] CLIFF VESTING. Participants are 100% vested after completing 3 years of
service (insert number; cannot be greater than 3). The Participant will be
0% vested until completing the years of service specified above.
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[ ] GRADED VESTING. Participants are vested in accordance with the following
vesting schedule. (A Participant's vested percentage is the percentage
inserted in column (2) or the percentage in column (3), whichever is
greater. Spaces left blank are treated as zeros).
[ ] Applicable to Matching Contribution and Profit Sharing Contributions.
[ ] Applicable to Matching Contributions only.
Profit Sharing Contributions will vest in accordance with the following
schedule:
Graded Vesting Table
(1) (2) (3)
YEARS OF VESTED MINIMUM REQUIRED
SERVICE PERCENTAGE PERCENTAGE
Less than 1 : 0
AT LEAST 1 : 0
At least 2 : 0
At least 3 : 20
AT LEAST 4 : 40
AT LEAST 5 : 60
At least 6 : 80
At least 7 100
[ ] FULL VESTING. Participants are 100% vested at all times.
[X] CLIFF VESTING. Participants are 100% vested after completing _3_ years of
service (insert number; cannot be greater than 5). The Participant will be
0% vested until completing the years of service specified above.
[ ] GRADED VESTING. Participants are vested in accordance with the following
vesting schedule. (A Participant's vested percentage is the percentage
inserted in column (2) or the percentage in column (3), whichever is
greater. Spaces left blank are treated as zeros).
YEARS OF SERVICE EXCLUDED IN DETERMINING VESTED PERCENTAGES. Need not be
completed -check as many as desired.
[ ] Years completed before the effective date of this Plan (or a predecessor
plan).
[ ] Years completed before the Participant's _______ birthday not greater
than 18th).
FORFEITURES
Forfeitures under the Plan will be (choose one):
[X] allocated to Participant's accounts during the Plan Year in the proportion
that each such Participant's Compensation during such Plan Year bears to
the total compensation during such Plan Year of all Participants
[ ] used to reduce the amount the Employer must contribute to the Plan.
Forfeitures will be made at the time specified in Section 8.4 of the Popular
Master Plan document. You may choose to maintain [ ] individual Participant
Suspense Accounts or [X] a
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Single Suspense Account for all forfeitures and choose whether forfeitures will
be invested according to [ ] the Participant's investment directions or [X] in
the default investment option selected by the Plan Sponsor.
LOANS
[X] Loans from the Plan will be permitted, subject to the Plan's loan rules.
(Loans will not be available to Owner-Employees unless one of the
following occurs: such person has at his expense obtained an
administrative exemption from ERISA's prohibited transaction rules from
the United States Department of Labor with respect to such loan or the
United States Department of Labor has issued a prohibited transaction
class exemption covering such loans.)
[ ] Loans to Participants form the Plan are not permitted.
IN-SERVICE WITHDRAWALS
The following provisions will govern the availability of in-service withdrawals
from a Participant's accounts. See Article 9 of the Plan document for additional
details, including definitions and limitations.
PROFIT SHARING CONTRIBUTIONS. In-service withdrawals from Profit Sharing
Contributions will not be allowed unless one of the following boxes is checked:
[ ] In service withdrawals from Profit Sharing Contributions Account will
only be allowed in case of a financial hardship as such term is defined in
Article 9.1 of the Popular Master Plan Document or the Employer's
Individual Plan Document.
[ ] In-service withdrawals from Profit Sharing Contributions Account will be
allowed for any reason.
PRE-TAX CONTRIBUTIONS. In-service withdrawals from Pre-Tax Contributions will
only be allowed in case of financial hardship as such term is defined in Article
9.1 of the Popular Master Plan Document or the Employer's Individual Plan
Document.
AFTER-TAX CONTRIBUTIONS. In-service withdrawals from After-Tax Contributions
will be allowed for any reason.
MATCHING CONTRIBUTIONS. In-service withdrawals from Matching Contributions will
not be allowed unless one of the following boxes is checked:
[ ] In-service withdrawals from Matching Contributions Account will only be
allowed in case of a financial hardship as such term is defined in Article
9.1 of the Popular Master Plan Document or the Employer's Individual Plan
Document.
[ ] In-service withdrawals from Matching Contributions Account will be
allowed for any reason.
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ROLLOVER CONTRIBUTIONS. Refer to Article 9 of the Popular Master Plan document.
WITHDRAWALS AFTER AGE 59 1/2 .
[ ] If checked, after 59 1/2 a Participant may make in-service withdrawals
from his Pre-Tax Contributions and, if applicable, from his Qualified
Matching and Non-Elective Contributions Accounts without financial
hardship (up to the vested percentage of each such accounts).
FINANCIAL HARDSHIP. An in-service withdrawal will be on account of financial
hardship only if the Participant has an immediate and heavy financial need and
the withdrawal is necessary to meet such need.
A withdrawal will be deemed to be on account of an immediate and heavy financial
need if it is occasioned by:
- a deductible medical expense incurred by the Participant or his spouse,
children or dependent; (not reimbursed by medical insured or otherwise;
- purchase of the Participant's principal residence (not including mortgage
payments);
- tuition payments for the next semester or quarter of post-secondary
education for the Participant or his spouse, child or dependent;
- rent or mortgage payments to prevent the Participant's eviction from or
the foreclosure of the mortgage on his principal residence; or
- such other event or circumstances as the Puerto Rico Secretary of the
Treasury through regulations may permit.
A Participant must establish to the Plan Administrator's satisfaction both that
the Participant has an immediate and heavy financial need and that the
withdrawal is necessary to meet the need.
The Trustee and the Plan Administrator shall agree to the most convenient way of
administering the financial hardship provisions of the Plan.
A Participant who makes a withdrawal on account of a financial hardship may not
make Pre-Tax Contributions or After-Tax Contributions hereunder (or under any
other Plan maintained by the Employer) for a period of 12 months following the
date of the in-service withdrawal.
PAYMENT. Participant's in-service withdrawal request shall be paid as soon as it
is administratively feasible following the date in which the Plan Participant
requests the distribution.
RETIREMENT AGE
NORMAL RETIREMENT AGE. A Participant will be fully vested and may retire after
the latter of: reaching age 65 or the fifth anniversary of the first day of the
Plan Year in which he/she commenced participation in the Plan.
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DISABILITY RETIREMENT. A Participant will be fully vested and may retire before
normal retirement upon becoming disabled.
EARLY RETIREMENT AGE.
[X] If checked, a Participant will be fully vested and may retire prior to
Normal Retirement Age upon reaching age 60 and completing 5 years of service.
DISTRIBUTION OF VESTED BENEFITS BEFORE RETIREMENT, DEATH OR DISABILITY.
If the Participant terminates his employment with the Employer before reaching
his normal or early retirement age, becoming disabled or dying, Participant [X]
shall be [ ] shall not be allowed to apply for an early distribution of his plan
benefits.
DISTRIBUTION OF BENEFITS
Upon becoming entitled to the distribution of this Plan's benefits, the
Participants or their authorized representative must request from the Employer
that their benefits be distributed. The normal form of benefit under the Plan is
a lump sum distribution however, the Plan Sponsor may elect periodical payments
(below) as an optional form of benefit. If this Plan is a restatement of an
existing plan which provided for payment of benefits in the form of an annuity
this form of payment will be preserved. Please provide details in the space
provided below.
[X] periodical payments (monthly, quarterly, semiannual or annual installments
of substantially equal amounts over a period of 10 years certain not to
exceed 10).
[ ] Other (for amended and restated Plans with optional forms of benefits only)
If the Employer elects more that one method of distribution hereunder,
Participants shall elect under which of such methods his or her benefit shall be
distributed.
INVESTMENT FUNDS
All investment instructions as to each Participant's account will be directed by
the Participant and/or the Employer and/or the Trustee. If no investment
instructions are provided by the Participant and/or the Employer, and the
Trustee is a directed trustee, the Participant's account will be invested in the
money market fund included in the investment funds chosen by the Plan Sponsor.
For purposes of the Plan, the Trustee [X] shall be [ ] shall not be considered
as a directed trustee.
PARTICIPANT'S INVESTMENT INSTRUCTIONS
The Participants will be allowed to modify their investments instructions on a
[X] daily [ ] monthly [ ] quarterly [ ] semi annual [ ] annual basis.
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PARTICIPANT'S CONTRIBUTIONS TO THE PLAN
The Participants will be allowed to modify or suspend their pre-tax and/or their
after-tax contributions to the Plan on a [X] monthly [ ] quarterly [ ] semi
annual [ ] annual basis.
POPULAR MASTER TRUST
By executing this Adoption Agreement the Plan Sponsor [X] adopts [ ] does not
adopt the Popular Master Trust established by Banco Popular de Puerto Rico to
carry out the purposes of the Plan and thus retain Banco Popular as Trustee. The
terms of the Trust and corresponding fees are contained in the Banco Popular de
Puerto Rico Master Defined Contribution Retirement Plan, Popular Master Trust
and Fee Schedule respectively, which are incorporated by reference into this
Adoption Agreement.
RECORDKEEPER
[ ] By executing this Adoption Agreement, the Plan Sponsor retains Banco Popular
de Puerto Rico as Recordkeeper of the Plan pursuant to the Recordkeeping
Agreement and Fee Schedule incorporated by reference into this Adoption
Agreement.
[X] The Plan Sponsor has selected as recordkeeper for the Plan:
Name: MFS Retirement Services, Inc.
Address: P. ▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇ Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
Contact Person Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone No: (800) 343-2829 ext. 54290 Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇@▇▇▇.▇▇▇
RECORDKEEPER AND TRUSTEE'S FEES
By executing this Adoption Agreement, the Plan Sponsor , if so selected, agrees
to retain Banco Popular de Puerto Rico as Recordkeeper and, if applicable, as
Trustee of the Plan, for an initial minimum period of three years. This
Agreement shall renew automatically for successive three year periods
indefinitely. The Plan Sponsor may terminate this Agreement at any time subject
to a written termination notice received by Banco Popular at least thirty days
prior to the effective date of termination. If termination occurs during the
initial three year period, the Plan Sponsor
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agrees to compensate Banco Popular with a termination fee equal to three times
the total annual fees minus any amount already satisfied in connection with the
services rendered since the effective date of this agreement. Banco Popular may
change the Fee Schedule from time to time and shall provide written notification
to the Plan Sponsor. Termination may occur due to a termination and liquidation
of the Plan by the Plan Sponsor or due to a trust to trust transfer whereby a
successor trustee is appointed. Should Banco Popular be instructed to carry out
a trust to trust transfer, the Plan assets shall be transferred in cash.
Therefore, all positions of the Plan held in the Investment Funds shall be
liquidated.
VALUATION OF PARTICIPANT'S ACCOUNTS
The Participant's Accounts shall be valued [X] daily [ ] monthly [ ] quarterly
[ ] semi-annually [ ] annually.
PARTICIPANT'S ACCOUNT STATEMENTS
The Participants shall be provided with a statement of their account on a [ ]
monthly [X] quarterly [ ] semi-annually [ ] annual basis.
PLAN ADMINISTRATOR. The Plan Sponsor is the legal Plan Administrator under
ERISA.
SERVICE FEE DISCLOSURE
Banco Popular has agreed to make available plan recordkeeping, directed trustee
services, certain administration services, and mutual fund investment choices
(which have been provided separately).
For providing certain administrative or shareholder services to the mutual
funds, Banco Popular will receive an administrative fee from the mutual funds.
The rate or amount of the fees to be paid to Banco Popular by each mutual fund
is shown in parentheses on the fund list.
Banco Popular's annual fee for its services as directed-trustee and recordkeeper
will be billed to the Plan Sponsor separately based on the separate fee
schedule.
Banco Popular reserves the right to change the funds on the funds list from time
to time. Banco Popular will provide the Plan Sponsor with 60 days advance
written notice of any change thereto and the corresponding change in fees if
any. Banco Popular will try to find a suitable alternative if the Plan Sponsor
does not agree with the proposed substitution. However, if the Plan Sponsor does
not object in writing within the 60-day period, Banco Popular will make the
change. If the Plan Sponsor objects to be proposed change and a suitable
alternative cannot be found, the Plan Sponsor will be provided and additional 60
day period to find a new trustee for the Plan.
By executing this Adoption Agreement the Plan Sponsor acknowledges that (i)
Banco Popular has provided the Plan Sponsor with the mutual fund list, (ii) the
mutual funds list contains the rate or amount of fees to be paid to Banco
Popular, (iii) Banco Popular has the right to modify the mutual funds list in
such manner as Banco Popular, in its sole discretion, sees fit, (iv) the Plan
Sponsor has selected from the mutual funds list the mutual funds used as
investment options
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for the Plan, (v) the Plan Sponsor has received copies of each mutual fund's
Prospectus and Statement of Additional Information, and (vi) the Plan Sponsor
agrees with the procedures disclosed herein with relation to a substitution of a
particular mutual fund.
EXECUTION OF ADOPTION AGREEMENT
The Plan Sponsor understands that, by establishing this Plan, it will have
certain legal responsibilities for which neither the Trustee nor the Plan
Sponsor will be responsible. The Plan Sponsor also understands that it will be
solely responsible for any taxes, costs or expenses arising from the
disqualification of the Plan. The Plan Sponsor warrants that it has obtained
legal and tax advice to the extent the Plan Sponsor deems necessary before
signing this Adoption Agreement.
PLAN SPONSOR
Name of Plan Sponsor: ▇▇▇▇▇▇▇ Enterprises, Inc.
Signed:
Print name and title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President and CFO
Date:
TRUSTEE
Name of Trustee:
Address:
Signed:
Print name and title:
Date:
The identifying number for the Banco Popular de Puerto Rico Popular Master
Defined Contribution Retirement Plan document is 01 and for this Adoption
Agreement is 102. The Plan Sponsor is: ▇▇▇▇▇▇▇ Enterprises, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Banco Popular de Puerto Rico will notify you if it amends or discontinues this
Popular Master Plan.
The Plan Sponsor should insure that this Adoption Agreement has been filled out
completely and properly. Failure to do so may result in Plan disqualification.
17
POPULAR MASTER PLAN
PLAN SPONSOR'S SELECTION OF INVESTMENT FUNDS
Plan Sponsor Name: ▇▇▇▇▇▇▇ Enterprises, Inc.
Plan Name: ▇▇▇▇▇▇▇ Enterprises Puerto Rico Employees Retirement Trust
The Plan Sponsor selects the following Investment Funds for the above named
plan: (At least three.)
1. MFS Bond Fund-A
2. ▇▇▇▇▇▇▇ Enterprises Co. Stock Fund
3. Massachusetts Investors Trust-A
4. ▇▇▇▇ ▇▇▇▇▇ Value Trust
5. MFS Emerging Growth Fund-A
6. MFS Global Equity Fund-A
7. ▇▇▇▇ ▇▇▇▇▇ Special Investment Trust
8. MFS new Discovery Fund
9. ▇▇▇▇ ▇▇▇▇▇ Opportunity Trust
10. MFS Core Growth Fund-A
11. Royce Total Return Fund
12. MFS Conservative Allocation Fund
13. MFS Moderate Allocation Fund
14. MFS Growth Allocation Fund
PLAN SPONSOR
Plan Sponsor Name : ▇▇▇▇▇▇▇ Enterprises, Inc.
Signed : _________________________________________________
Print name and Title : ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President and CFO
Date:
TRUSTEE
Trustee Name:
Signed : _________________________________________________
Print name and Title :
Date:
18
ADDENDUM A
POPULAR MASTER PLAN
ADDITIONAL EMPLOYER'S INFORMATION
EMPLOYER INFORMATION (Complete even if only one Employer will adopt the Plan;
attach additional sheets to provide information for additional Employers
adopting the Plan. References in this Adoption Agreement to any Employer shall
be in reference to all employers adopting the Plan.)
Name of Employer: Empresas ▇▇▇▇▇▇▇ - Cementerios
Address (Physical): ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Address (Postal): P. ▇. ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
Name of Person for Banco Popular de Puerto Rico to Contact: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Position: Director, Human Resources, puerto Rico Region-
Telephone:(▇▇▇) ▇▇▇-▇▇▇▇ Telefax: (▇▇▇) ▇▇▇-▇▇▇▇ E-Mail: ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Employer tax identification number: ▇▇-▇▇▇▇▇▇▇
Type of business:
[ ] Unincorporated Trade or Business
[X] Partnership
[ ] Corporation
[ ] Other (specify)
Employer's taxable year:
[ ] Calendar Year
[X] Fiscal Year ending on October 31.
Payroll frequency: [X] Weekly [X] Bi-Weekly
[ ] Semi-Monthly [ ] Monthly
[ ] Semi-Weekly [ ] Other
19
ADDENDUM B
POPULAR MASTER PLAN
ADDITIONAL EMPLOYER'S INFORMATION
EMPLOYER INFORMATION (Complete even if only one Employer will adopt the Plan;
attach additional sheets to provide information for additional Employers
adopting the Plan. References in this Adoption Agreement to any Employer shall
be in reference to all employers adopting the Plan.)
Name of Employer: The Simplicity Plan of Puerto Rico
Address (Physical): Ave. Fndz. Juncos ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Address (Postal): P. O. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
Name of Person for Banco Popular de Puerto Rico to Contact: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Position: Director, Human Resources
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telefax: (▇▇▇) ▇▇▇-▇▇▇▇ E-Mail: ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Employer tax identification number: ▇▇-▇▇▇▇▇▇▇
Type of business:
[ ] Unincorporated Trade or Business
[X] Partnership
[ ] Corporation
[ ] Other (specify)
Employer's taxable year:
[ ] Calendar Year
[X] Fiscal Year ending on October 31.
Payroll frequency: [X] Weekly [X] Bi-Weekly
[ ] Semi-Monthly [ ] Monthly
[ ] Semi-Weekly [ ] Other
20