EXHIBIT 4.4
STANDARDIZED ADOPTION AGREEMENT
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN
Sponsored by
SBERA
The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Basic Plan Document #01.
I. EMPLOYER INFORMATION
IF MORE THAN ONE EMPLOYER IS ADOPTING THE PLAN, COMPLETE THIS SECTION
BASED ON THE LEAD EMPLOYER. ADDITIONAL EMPLOYERS WHO ARE MEMBERS OF THE
SAME CONTROLLED GROUP OR AFFILIATED SERVICE GROUP MAY ADOPT THIS PLAN BY
COMPLETING AND EXECUTING SECTION XX(A) OF THE ADOPTION AGREEMENT.
A. NAME AND ADDRESS:
Thomasville Bancshares, Inc.
P.O. Box 1999
Thomasville, GA 31799
B. TELEPHONE NUMBER: 000-000-0000
C. EMPLOYER'S TAX ID NUMBER: 00-0000000
D. FORM OF BUSINESS:
[ ] 1. Sole Proprietor [ ] 5. Limited Liability Company
[ ] 2. Partnership [ ] 6. Limited Liability Partnership
[x] 3. Corporation [ ] 7. _____________________________
[ ] 4. S Corporation
E. IS THE EMPLOYER PART OF A CONTROLLED GROUP? [ ] YES [x] NO
PART OF AN AFFILIATED SERVICE GROUP? [x] YES [ ] NO
F. NAME OF PLAN: Xxxxxxxxxxx Xxxxxxxxxx, Inc. 401(k) Profit Sharing
Plan
G. THREE DIGIT PLAN NUMBER: 001
H. EMPLOYER'S TAX YEAR END: 12/31
I. EMPLOYER'S BUSINESS CODE: 522110
II. EFFECTIVE DATE
A. NEW PLAN:
This is a new Plan having an Effective Date of __________________.
B. AMENDED AND RESTATED PLANS:
This is an amendment or restatement of an existing Plan. The
initial Effective Date of the Plan was 1/1/1996. The Effective
Date of this amendment or restatement is 6/1/2003.
C. AMENDED OR RESTATED PLANS FOR GUST:
This is an amendment or restatement of an existing Plan to comply
with GUST [The Uruguay Round Agreements, Pub. L. 103-465 (GATT); The
Uniformed Services Employment and Reemployment Rights Act of 1994,
Pub. L. 103-353 (USERRA); The Small Business Job Protection Act of
1996, Pub. L. 104-188 (SBJPA) [including Section 414(u) of the
Internal Revenue Code]; The Taxpayer Relief Act of 1997, Pub. L.
105-34 (TRA'97); The Internal Revenue Service Restructuring and
Reform Act of 1998, Pub. L. 105-206 (IRSRRA) and The Community
Renewal Tax Relief Act of 2000, Pub. L. 106-554 (CRA). The initial
Effective Date of the Plan was __________________________. Except
as provided for in the Plan, the Effective Date of this amendment
or restatement is __________________________. (The restatement date
should be no earlier than the first day of the current Plan Year.
The Plan contains appropriate retroactive Effective Dates with
respect to provisions of GUST.)
PURSUANT TO CODE SECTION 411(D)(6) AND THE REGULATIONS ISSUED
THEREUNDER, AN EMPLOYER CANNOT REDUCE, ELIMINATE OR MAKE SUBJECT
TO EMPLOYER DISCRETION ANY CODE SECTION 411(D)(6) PROTECTED BENEFIT.
WHERE THIS PLAN DOCUMENT IS BEING ADOPTED TO AMEND ANOTHER PLAN
THAT CONTAINS A PROTECTED BENEFIT NOT PROVIDED FOR IN THE BASIC
PLAN DOCUMENT #01, THE EMPLOYER MAY COMPLETE SCHEDULE A AS AN
ADDENDUM TO THIS ADOPTION AGREEMENT. SCHEDULE A DESCRIBES SUCH
PROTECTED BENEFITS AND SHALL BECOME PART OF THIS PLAN. IF A PRIOR
PLAN DOCUMENT CONTAINS A PLAN FEATURE NOT PROVIDED FOR IN THE BASIC
PLAN DOCUMENT #01, THE EMPLOYER MAY ATTACH SCHEDULE B DESCRIBING
SUCH FEATURE. PROVISIONS LISTED ON SCHEDULE B ARE NOT COVERED BY
THE IRS OPINION LETTER ISSUED WITH RESPECT TO THE BASIC PLAN
DOCUMENT #01.
D. EFFECTIVE DATE FOR ELECTIVE DEFERRALS:
If different from above, Elective Deferral provisions shall be
effective __________________________.
III. DEFINITIONS
A. "COMPENSATION"
Select the definition of Compensation, the Compensation Computation
Period, any Compensation Dollar Limitation and Exclusions from
Compensation for each Contribution Type from the options listed
below. Enter the letter of the option selected on the lines
provided below. Leave the line blank if no election needs to be
made.
EMPLOYER COMPENSATION COMPENSATION
CONTRIBUTION COMPENSATION COMPUTATION DOLLAR
TYPE DEFINITION PERIOD LIMITATION EXCLUSIONS
---- ---------- ------ ---------- ----------
All Contributions d b $ a
Elective Deferrals $
Voluntary After-tax $
Required After-tax $
Safe Harbor $
Non-Safe Harbor
Match Formula 1 $
QNEC/QMAC $
EMPLOYER COMPENSATION COMPENSATION
CONTRIBUTION COMPENSATION COMPUTATION DOLLAR
TYPE DEFINITION PERIOD LIMITATION EXCLUSIONS
---- ---------- ------ ---------- ----------
Discretionary $
Non-Safe Harbor
Match Formula 2 $
COMPENSATION COMPENSATION
ANTIDISCRIMINATION COMPENSATION COMPUTATION DOLLAR
TESTS DEFINITION PERIOD LIMITATION
----- ---------- ------ ----------
ADP/ACP d a $
COMPENSATION COMPUTATION PERIODS MUST BE CONSISTENT FOR ALL
CONTRIBUTION TYPES, EXCEPT DISCRETIONARY. IF DIFFERENT COMPUTATION
PERIODS ARE SELECTED, THE SELECTION FOR ADP/ACP TESTING WILL BE
DEEMED TO BE THE ELECTION FOR ALL PURPOSES EXCEPT FOR DISCRETIONARY
CONTRIBUTIONS.
1. Compensation Definition:
a. Code Section 3401(a) - W-2 Compensation subject to income
tax withholding at the source.
b. Code Section 3401(a) - W-2 Compensation subject to income
tax withholding at the source, with all pre-tax
contributions added.
c. Code Section 6041/6051 - Income reportable on Form W-2.
d. Code Section 6041/6051 - Income reportable on Form W-2,
with all pre-tax contributions added.
e. Code Section 415 - All income received for services
performed for the Employer.
f. Code Section 415 - All income received for services
performed for the Employer with all pre-tax contributions
excluded.
THE CODE SECTION 415 DEFINITION WILL ALWAYS APPLY WITH RESPECT
TO SOLE PROPRIETORS AND PARTNERS.
2. Compensation Computation Period:
a. Compensation paid during a Plan Year while a Participant.
b. Compensation paid during the entire Plan Year.
c. Compensation paid during the Employer's fiscal year.
d. Compensation paid during the Calendar year.
3. Compensation Dollar Limitation: The dollar limitation section
does not need to be completed unless Compensation of less than
the Code Section 401(a)(17) limit of $160,000 (as indexed) is
to be used.
4. Exclusions From Compensation of Highly Compensated Employees
(non-integrated plans only):
a. There will be no exclusions from Compensation under the
Plan.
b. Any amount included in a Participant's gross income due
to the application of Code Sections 125, 132(f)(4),
402(h)(1)(B), 402(e) or 403(b) will be excluded from the
definition of Compensation under the Plan.
B. "HIGHLY COMPENSATED EMPLOYEES - TOP-PAID GROUP ELECTION" For Plans
which are being amended and restated for GUST, please complete
Schedule C outlining the preamendment operation on the Plan, as
well as this section of the Adoption Agreement. The testing
elections made below will apply to the future operation of the Plan.
IF THE FOLLOWING ELECTIONS ARE MADE, SUCH ELECTIONS WILL APPLY TO
ALL PLANS MAINTAINED BY THE EMPLOYER.
[ ] 1. Top-Paid Group Election:
In determining who is a Highly Compensated Employee, the
Employer makes the Top-Paid Group election. The effect of
this election is that an Employee (who is not a 5% owner at
any time during the determination year or the look-back year)
who earned more than $80,000, as indexed for the look-back
year, is a Highly Compensated Employee if the Employee was in
the Top-Paid Group for the look-back year. This election is
applicable for the Plan Year in which this Plan is effective.
[ ] 2. Calendar Year Data Election:
If the Plan Year is not the calendar year, the prior year
computation period for purposes of determining if an Employee
earned more than $80,000, as indexed, is the calendar year
beginning in the prior Plan Year. This election is applicable
for the Plan Year in which this Plan is effective.
C. "HOUR OF SERVICE"
Hours shall be determined by the method selected below. Only one
method may be selected. The method selected shall be applied to
all Employees covered under the Plan as follows:
[ ] 1. Not applicable. For all purposes under the Plan, a Year of
Service (Period of Service) is defined as Elapsed Time.
[x] 2. On the basis of actual hours for which an Employee is paid
or entitled to payment.
[ ] 3. On the basis of days worked. An Employee shall be credited
with ten (10) Hours of Service if such Employee would be
credited with at least one (1) Hour of Service during the day.
[ ] 4. On the basis of weeks worked. An Employee shall be credited
with forty-five (45) Hours of Service if such Employee would
be credited with at least one (1) Hour of Service during the
week.
[ ] 5. On the basis of semi-monthly payroll periods. An Employee
shall be credited with ninety-five (95) Hours of Service if
such Employee would be credited with at least one (1) Hour of
Service during the semi-monthly payroll period.
[ ] 6. On the basis of months worked. An Employee shall be credited
with one-hundred-ninety (190) Hours of Service if such Employee
would be credited with at least one (1) Hour of Service during
the month.
D. "INTEGRATION LEVEL"
[x] 1. Not applicable. The Plan's allocation formula is not
integrated with Social Security.
[ ] 2. The maximum earnings considered wages for such Plan Year
for Social Security withholding purposes without regard to
Medicare.
[ ] 3. ________% (not more than 100%) of the amount considered
wages for such Plan Year for Social Security withholding
purposes without regard to Medicare.
[ ] 4. $________, provided that such amount is not in excess of
the amount determined under paragraph (D)(2) above.
[ ] 5. One dollar over 80% of the amount considered wages for such
Plan Year for Social Security withholding purposes without
regard to Medicare.
[ ] 6. 20% of the maximum earnings considered wages for such Plan
Year for Social Security withholding purposes without regard
to Medicare.
E. "LIMITATION YEAR"
Unless elected otherwise below, the Limitation Year shall be the
Plan Year.
The 12-consecutive month period commencing on January 1 and ending
on December 31.
If applicable, there will be a short Limitation Year commencing on
___________________________ and ending on ________________________.
Thereafter, the Limitation Year shall end on the date specified
above.
F. "NET PROFIT"
[x] 1. Not applicable. Employer contributions to the Plan are not
conditioned on profits.
[ ] 2. Net Profits are required for some or all Employer contributions
and are defined as follows:
[ ] a. As defined in paragraph 1.61 of Basic Plan Document #01.
[ ] b. Net Profits will be defined in a uniform and
nondiscriminatory manner which will not result in a
deprivation of an eligible Participant of any Employer
Contribution.
c. Net Profits are required for the following contributions:
[ ] i. Employer Non-Safe Harbor Match Formula 1.
[ ] ii. Employer Non-Safe Harbor Match Formula 2.
[ ] iii. Employer QNEC and QMAC.
[ ] iv. Employer discretionary.
ELECTIVE DEFERRALS CAN ALWAYS BE CONTRIBUTED REGARDLESS OF PROFITS
AND TOP-HEAVY MINIMUMS ARE REQUIRED REGARDLESS OF PROFITS.
G. "PLAN YEAR"
The 12-consecutive month period commencing on January 1 and ending
on December 31.
If applicable, there will be a short Plan Year commencing on
___________________________ and ending on _________________________.
Thereafter, the Plan Year shall end on the date specified above.
H. "QDRO PAYMENT DATE"
[x] 1. The date the QDRO is determined to be qualified.
[ ] 2. The statutory age 50 requirement applies for purposes of making
distribution to an alternate payee under the provisions of a
QDRO.
I. "QUALIFIED JOINT AND SURVIVOR ANNUITY"
[x] 1. Not applicable. The Plan is not subject to the Qualified Joint
and Survivor Annuity rules. The safe harbor provisions of
paragraph 8.7 of the Basic Plan Document #01 apply. The normal
form of payment is a lump sum. No annuities are offered under
the Plan.
[ ] 2. The normal form of payment is a lump sum. The Plan does
provide for annuities as an optional form of payment at Section
XVIII(C) of the Adoption Agreement. Joint and Survivor Annuity
rules are avoided unless the Participant elects to take his or
her distribution in the form of an annuity.
[ ] 3. The Joint and Survivor Annuity rules are applicable and the
survivor annuity will be __________% (50%, 66-2/3%, 75% or
100%) of the annuity payable during the lives of the
Participant and his or her Spouse. If no selection is
specified, 50% shall be deemed elected.
X. "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY"
DO NOT COMPLETE THIS SECTION IF PARAGRAPH (I)(1) WAS ELECTED.
[ ] 1. The Qualified Preretirement Survivor Annuity shall be 100% of
the Participant's Vested Account Balance in the Plan as of the
date of the Participant's death.
[ ] 2. The Qualified Preretirement Survivor Annuity shall be 50% of
the Participant's Vested Account Balance in the Plan as of the
date of the Participant's death.
K. "VALUATION OF PLAN ASSETS"
The assets of the Plan shall be valued on the last day of the Plan
Year and on the following Valuation Date(s):
[ ] 1. There are no other mandatory Valuation Dates.
[x] 2. The following Valuation Dates are applicable for the
contribution type specified below:
Contribution Type Valuation Date
----------------- --------------
All Contributions a
Elective Deferrals
Voluntary After-tax
Required After-tax
Safe Harbor
Non-Safe Harbor Match Formula 1
QNEC/QMAC
Discretionary
Non-Safe Harbor Match Formula 2
a. Daily valued.
b. The last day of each month.
c. The last day of each quarter in the Plan Year.
d. The last day of each semi-annual period in the Plan
Year.
e. At the discretion of the Plan Administrator.
f. Other: _______________________________
IV. ELIGIBILITY REQUIREMENTS
Complete the following using the eligibility requirements as specified
for each contribution type. IF THIS IS A PAIRED PLAN, THE ELIGIBILITY
REQUIREMENTS FOR BOTH PLANS MUST BE THE SAME. To become a Participant
in the Plan, the Employee must satisfy the following eligibility
requirements:
Minimum Service Class Entry
Contribution Type Age Requirement Exclusions Date
----------------- --- ----------- ---------- ----
All Contributions 21 4 1, 2 3
Elective Deferrals
Voluntary After-tax
Required After-tax
Safe Harbor Contribution*
Non-Safe Harbor Match -
Formula 1
QNECs
QMACs
Employer Discretionary
Non-Safe Harbor Match -
Formula 2
*IF ANY AGE OR SERVICE REQUIREMENT SELECTED IS MORE RESTRICTIVE THAN
THAT WHICH IS IMPOSED ON ANY EMPLOYEE CONTRIBUTION, THAT GROUP OF
EMPLOYEES WILL BE SUBJECT TO THE ADP AND/OR ACP TESTING AS PRESCRIBED
UNDER IRS NOTICES 98-52, 2000-3 AND ANY APPLICABLE IRS REGULATIONS.
A. AGE:
1. No age requirement.
2. Insert the applicable age in the chart above. The age may not
be more than 21.
B. SERVICE:
1. No Service requirement.
2. _______ months of Service (insert number of months applicable
to the specified contribution type).
3. _______ months of Service (insert number of months applicable
to the specified contribution type).
4. 1 Year of Service or Period of Service.
5. 2 Years of Service or Periods of Service.
6. 1 Expected Year of Service. May enter after six (6) months of
actual Service.
7. 1 Expected Year of Service. May enter after __________ months
of actual Service [must be less than one (1) Year].
8. 1 Expected Year of Service. May enter after __________ months
of actual Service [must be less than one (1) Year].
9. Completion of ___________ Hours of Service within the
___________ month(s) time period following an Employee's
commencement of employment.
NO MORE THAN 83-1/3 HOURS OF SERVICE MAY BE REQUIRED DURING EACH
SUCH MONTH; PROVIDED, HOWEVER, THAT THE EMPLOYEE SHALL BECOME A
PARTICIPANT NO LATER THAN UPON THE COMPLETION OF 1,000 HOURS OF
SERVICE WITHIN AN ELIGIBILITY COMPUTATION PERIOD AND THE ATTAINMENT
OF THE MINIMUM AGE REQUIREMENT.
THE MAXIMUM SERVICE REQUIREMENT FOR ELECTIVE DEFERRALS IS 1 YEAR.
FOR ALL OTHER CONTRIBUTIONS, THE MAXIMUM IS 2 YEARS. IF A SERVICE
REQUIREMENT GREATER THAN 1 YEAR IS SELECTED, PARTICIPANTS MUST BE
100% VESTED IN THAT CONTRIBUTION.
A Year of Service for eligibility purposes is defined as follows
(choose one):
DO NOT ENTER THIS DEFINITION IN THE TABLE ABOVE.
[ ] 10. Not applicable. There is no Service requirement.
[ ] 11. Not applicable. The Plan is using Expected Year of Service
or has a Service requirement of less than one (1) year.
[x] 12. Hours of Service method. A Year of Service will be credited
upon completion of 1000 Hours of Service. A Year of Service
for eligibility purposes may not be less than 1 Hour of Service
nor greater than 1,000 hours by operation of law. If left
blank, the Plan will use 1,000 hours.
[ ] 13. Elapsed Time method.
C. EMPLOYEE CLASS EXCLUSIONS:
1. Employees included in a unit of Employees covered by a
collective bargaining agreement between the Employer and
Employee Representatives, if benefits were the subject of good
faith bargaining and if two percent or less of the Employees
are covered pursuant to that agreement are professionals as
defined in Regulations Section 1.410(b)-9. For this purpose,
the term "employee representative" does not include any
organization more than half of whose members are owners,
officers or executives of the Employer.
2. Employees who are non-resident aliens [within the meaning of
Code Section 7701(b)(1)(B)] who receive no Earned Income
[within the meaning of Code Section 911(d)(2)] from the
Employer which constitutes income from sources within the
United States [within the meaning of Code Section 861(a)(3)].
3. Individuals who become Employees as a result of a "Code Section
410(b)(6)(C) transaction". These Employees will be excluded
during the period beginning on the date of the transaction and
ending on the last day of the first Plan Year beginning after
the date of the transaction. A "Code Section 410(b)(6)(C)
transaction" is an asset or stock acquisition, merger, or other
similar transaction involving a change in the Employer or the
Employees of a trade or business.
D. ELIGIBILITY COMPUTATION PERIOD: The initial Eligibility Computation
Period shall commence on the date on which an Employee first
performs an Hour of Service and the first anniversary thereof.
Each subsequent Computation Period shall commence on:
[ ] 1. Not applicable. The Plan has a Service requirement of less
than one (1) year or uses the Elapsed Time method to determine
eligibility.
[x] 2. The anniversary of the Employee's employment commencement date
and each subsequent 12-consecutive month period thereafter.
[ ] 3. The first day of the Plan Year which commences prior to the
first anniversary date of the Employee's employment
commencement date and each subsequent Plan Year thereafter.
E. ENTRY DATE OPTIONS:
1. The first day of the month coinciding with or next following
the date on which an Employee meets the eligibility
requirements.
2. The first day of the payroll period coinciding with or next
following the date on which an Employee meets the eligibility
requirements.
3. The earlier of the first day of the Plan Year, or the first
day of the fourth, seventh or tenth month of the Plan Year
coinciding with or next following the date on which an Employee
meets the eligibility requirements.
4. The earlier of the first day of the Plan Year or the first day
of the seventh month of the Plan Year coinciding with or next
following the date on which an Employee meets the eligibility
requirements.
5. The first day of the Plan Year following the date on which the
Employee meets the eligibility requirements. If this election
is made, the Service waiting period cannot be greater than one-
half year and the minimum age requirement may not be greater
than age 201/2.
6. The first day of the Plan Year nearest the date on which an
Employee meets the eligibility requirements. This option can
only be selected for Employer related contributions.
7. The first day of the Plan Year during which the Employee meets
the eligibility requirements. This option can only be selected
for Employer related contributions.
8. The Employee's date of hire.
F. EMPLOYEES ON EFFECTIVE DATE:
[x] 1. All Employees will be required to satisfy both the age and
Service requirements specified above.
[ ] 2. Employees employed on the Plan's Effective Date do not have
to satisfy the age requirement specified above.
[ ] 3. Employees employed on the Plan's Effective Date do not have
to satisfy the Service requirement specified above.
G. SPECIAL WAIVER OF ELIGIBILITY REQUIREMENTS:
The age and/or Service eligibility requirements specified above
shall be waived for those eligible Employees who are employed on
the following date for the contribution type(s) specified. The
waiver applies to either the age and/or Service requirement(s) as
elected below.
Xxxxxx Xxxxxx of Age Waiver of Service Contribution
Date Requirement Requirement Type
---- ----------- ---------- ----
All Contributions
Elective Deferrals
Employer Discretionary
Non-Safe Harbor
Match Formula 1
Safe Harbor Contribution
QNEC
QMAC
Non-Safe Harbor
Match Formula 2
V. RETIREMENT AGES
A. NORMAL RETIREMENT:
[x] 1. Normal Retirement Age shall be age 65 (not to exceed 65).
[ ] 2. Normal Retirement Age shall be the later of attaining age
________ (not to exceed age 65) or the ________ (not to exceed
the fifth) anniversary of the first day of the first Plan Year
in which the Participant commenced participation in the Plan.
3. The Normal Retirement Date shall be:
[x] a. as of the date the Participant attains Normal Retirement
Age.
[ ] b. the first day of the month next following the
Participant's attainment of Normal Retirement Age.
B. EARLY RETIREMENT:
[x] 1. Not applicable.
[ ] 2. The Plan shall have an Early Retirement Age of ________ (not
less than age 55) and completion of ________ Years of Service.
3. The Early Retirement Date shall be:
[ ] a. as of the date the Participant attains Early Retirement
Age.
[ ] b. the first day of the month next following the
Participant's attainment of Early Retirement Age.
VI. EMPLOYEE CONTRIBUTIONS
A. ELECTIVE DEFERRALS:
[ ] 1. Up to ____________%.
[ ] 2. Participants shall be permitted to make Elective Deferrals in
any amount from a minimum of _______% to a maximum of _______%
of their Compensation not to exceed $__________.
[ ] 3. Participants shall be permitted to make Elective Deferrals in
a flat dollar amount from a minimum of $______________ to a
maximum of $_____________, not to exceed ______% of their
Compensation.
[x] 4. Up to the maximum percentage of Compensation and dollar amounts
permissible under Code Section 402(g) not to exceed the limits
of Code Sections 401(k), 404 and 415.
B. BONUS OPTION:
Bonuses paid by the Employer are included in the definition of
Compensation and the Employer permits a Participant to amend their
deferral election to defer to the Plan, an amount not to exceed 100%
or $_________ of any bonus received by the Participant for any Plan
Year. IF THIS OPTION IS NOT ELECTED, THE PARTICIPANT'S NORMAL
DEFERRAL ELECTION PERCENTAGE OR DOLLAR AMOUNT WILL BE AUTOMATICALLY
WITHHELD FROM THE BONUS.
C. AUTOMATIC ENROLLMENT: The Employer elects the automatic enrollment
provisions as follows:
[ ] 1. NEW EMPLOYEES. Employees who have not met the eligibility
requirements shall have Elective Deferrals withheld in the
amount of ________% of Compensation or $________ of
Compensation upon entering the Plan.
[ ] 2. CURRENT PARTICIPANTS. Current Participants who are deferring
at a percentage less than the amount selected herein shall
have Elective Deferrals withheld in the amount of ________% of
Compensation or $________ of Compensation.
[ ] 3. CURRENT EMPLOYEES. Employees who are eligible to participate
but not deferring shall have Elective Deferrals withheld in
the amount of ______ % of Compensation or $_________ of
Compensation.
Employees and Participants shall have the right to amend the stated
automatic Elective Deferral percentage or receive cash in lieu of
deferral into the Plan.
D. VOLUNTARY AFTER-TAX CONTRIBUTIONS:
[x] 1. The Plan does not permit Voluntary After-tax Contributions.
[ ] 2. Participants may make Voluntary After-tax Contributions in any
amount from a minimum of ________% to a maximum of ______% of
their Compensation or a flat dollar amount from a minimum of
$____________ to a maximum of $______________.
IF RECHARACTERIZATION OF ELECTIVE DEFERRALS HAS BEEN ELECTED AT
SECTION XII(D) IN THIS ADOPTION AGREEMENT, VOLUNTARY CONTRIBUTIONS
MUST BE PERMITTED IN THE PLAN BY COMPLETING THE SECTION ABOVE.
E. REQUIRED AFTER-TAX CONTRIBUTIONS (THRIFT SAVINGS PLANS ONLY):
[x] 1. The Plan does not permit Required After-tax Contributions.
[ ] 2. Participants shall be required to make Required After-tax
Contributions as follows:
[ ] a. ________% of Compensation.
[ ] b. A percentage determined by the Employee.
F. ROLLOVER CONTRIBUTIONS:
[ ] 1. The Plan does not accept Rollover Contributions.
[ ] 2. Participants may make Rollover Contributions after meeting the
eligibility requirements for participation in the Plan.
[x] 3. Employees may make Rollover Contributions prior to meeting the
eligibility requirements for participation in the Plan.
G. ELECTIVE PLAN TO PLAN TRANSFER CONTRIBUTIONS:
[ ] 1. The Plan does not accept Transfer Contributions.
[ ] 2. Participants may make Transfer Contributions after meeting the
eligibility requirements for participation in the Plan.
[x] 3. Employees may make Transfer Contributions prior to meeting the
eligibility requirements for participation in the Plan.
H. CHANGES TO ELECTIVE DEFERRALS:
Participants shall be permitted to terminate their Elective
Deferrals at any time upon proper and timely notice to the Employer.
Modifications to Participants' Elective Deferrals will become
effective on a prospective basis as provided for below:
[ ] 1. On a daily basis.
[ ] 2. Upon _____ (not to exceed 90) days notice to the Plan
Administrator.
[x] 3. On the first day of each quarter.
[ ] 4. On the first day of the next month.
[ ] 5. The beginning of the next payroll period.
I. REINSTATEMENT OF ELECTIVE DEFERRALS:
Participants who terminate their Elective Deferrals shall be
permitted to reinstate their Elective Deferrals on a prospective
basis as provided for below:
[ ] 1. On a daily basis.
[ ] 2. Upon _____ (not to exceed 90) days notice to the Plan
Administrator.
[x] 3. On the first day of each quarter.
[ ] 4. On the first day of the next month.
[ ] 5. The beginning of the next payroll period.
VII. SAFE HARBOR PLAN PROVISIONS
[ ] The Employer elects to comply with the Safe Harbor Cash or Deferred
Arrangement provisions of Article XI of Basic Plan Document #01 and
elects one of the following contribution formulas:
A. SAFE HARBOR TESTS:
[ ] 1. Only the ADP and not the ACP Test Safe Harbor provisions are
applicable.
[ ] 2. Both the ADP and ACP Test Safe Harbor provisions are
applicable. If both ADP and ACP provisions are applicable:
[ ] a. No additional Matching Contributions will be made in any
Plan Year in which the Safe Harbor provisions are used.
[ ] b. The Employer may make Matching Contributions in addition
to any Safe Harbor Matching Contributions elected below.
(Complete provisions in Article VIII regarding Matching
Contributions that will be made in addition to those Safe
Harbor Matching Contributions made below.)
[ ] B. DESIGNATION OF ALTERNATE PLAN TO RECEIVE SAFE HARBOR CONTRIBUTION:
If the Safe Harbor Contribution as elected below is not being made
to this Plan, the name of the other plan that will receive the Safe
Harbor Contribution is:
[ ] C. BASIC MATCHING CONTRIBUTION FORMULA:
Matching Contributions will be made on behalf of Participants in an
amount equal to 100% of the amount of the Eligible Participant's
Elective Deferrals that do not exceed 3% of the Participant's
Compensation and 50% of the amount of the Participant's Elective
Deferrals that exceed 3% of the Participant's Compensation but that
do not exceed 5% of the Participant's Compensation.
[ ] D. ENHANCED MATCHING CONTRIBUTION FORMULA:
Matching Contributions will be made in an amount equal to the sum
of:
[ ] 1. _________% (may not be less than 100%) of the
Participant's Elective Deferrals that do not exceed
_________% (if more than 6% or if left blank, the ACP Test
will apply) of the Participant's Compensation, plus
[ ] 2. _________% of the Participant's Elective Deferrals that exceed
_________% of the Participant's Compensation but do not exceed
_________% (if more than 6% or if left blank the ACP Test will
apply) of the Participant's Compensation.
This section must be completed so that at any rate of Elective
Deferrals, the Matching Contribution is at least equal to the
Matching Contribution received if the Employer used the Basic
Matching Contribution Formula. The rate of match cannot
increase as Elective Deferrals increase. If an additional
discretionary match is made it may not exceed 4% of the
Participant's Compensation.
[ ] E. GUARANTEED NON-ELECTIVE CONTRIBUTION FORMULA:
The Employer shall make a Non-Elective Contribution equal to
_________% (not less than 3%) of the Compensation of each Eligible
Participant.
[ ] F. FLEXIBLE NON-ELECTIVE CONTRIBUTION FORMULA:
This provision provides the Employer with the ability to amend the
Plan to comply with the Safe Harbor provisions during the Plan Year.
To provide such option, the Employer must amend the Plan and
indicate on Schedule D that the Safe Harbor Non-Elective
Contribution (not less than 3%) will be made for the specified Plan
Year. Such election must comply with all the applicable notice
requirements.
ADDITIONAL NON-SAFE HARBOR CONTRIBUTIONS MAY BE MADE TO THE PLAN
PURSUANT TO ARTICLE XI OF BASIC PLAN DOCUMENT #01.
[ ] G. LIMITATIONS ON SAFE HARBOR MATCHING CONTRIBUTIONS:
If a Safe Harbor Matching Contribution is made to the Plan:
[ ] 1. The Employer will annualize the Safe Harbor Matching
Contributions.
[ ] 2. The Employer will not annualize the Safe Harbor Matching
Contributions and elects to match actual Elective Deferrals
made:
[ ] a. on a payroll basis.
[ ] b. on a monthly basis.
[ ] c. on a Plan Year quarterly basis.
If no election is made, the payroll period method will be used.
If one of the Matching Contribution calculation periods at
Section VII(G)(2) above is selected, Matching Contributions
must be deposited to the Plan, not later than the last day of
the calendar quarter next following the quarter following to
which they relate.
IF THE SAFE HARBOR PLAN PROVISIONS ARE ELECTED, THE ANTIDISCRIMINATION
TESTS AT ARTICLE XI OF THE BASIC PLAN DOCUMENT #01 ARE NOT APPLICABLE.
SAFE HARBOR CONTRIBUTIONS MADE ARE SUBJECT TO THE WITHDRAWAL RESTRICTIONS
OF CODE SECTION 401(K)(2)(B) AND TREASURY REGULATIONS SECTION 1.401(K)-
1(D); SUCH CONTRIBUTIONS (AND EARNINGS THEREON) MUST NOT BE DISTRIBUTABLE
EARLIER THAN SEPARATION FROM SERVICE, DEATH, DISABILITY, AN EVENT
DESCRIBED IN CODE SECTION 401(K)(10), OR IN THE CASE OF A PROFIT-SHARING
OR STOCK BONUS PLAN, THE ATTAINMENT OF AGE 591/2. SAFE HARBOR
CONTRIBUTIONS ARE NOT AVAILABLE FOR HARDSHIP WITHDRAWALS.
THE ACP TEST SAFE HARBOR IS AUTOMATICALLY SATISFIED IF THE ONLY MATCHING
CONTRIBUTION TO THE PLAN IS EITHER A BASIC MATCHING CONTRIBUTION OR AN
ENHANCED MATCHING CONTRIBUTION THAT DOES NOT PROVIDE A MATCH ON ELECTIVE
DEFERRALS IN EXCESS OF 6% OF COMPENSATION. FOR PLANS THAT ALLOW
VOLUNTARY OR REQUIRED AFTER-TAX CONTRIBUTIONS, THE ACP TEST IS APPLICABLE
WITH REGARD TO SUCH CONTRIBUTIONS.
EMPLOYEES ELIGIBLE TO MAKE ELECTIVE DEFERRALS TO THIS PLAN MUST BE
ELIGIBLE TO RECEIVE THE SAFE HARBOR CONTRIBUTION IN THE PLAN LISTED
ABOVE, TO THE EXTENT REQUIRED BY IRS NOTICES 98-2 AND 2000-3.
VIII. EMPLOYER CONTRIBUTIONS
The Employer shall make contributions to the Plan in accordance with the
formula or formulas selected below. The Employer's contribution shall
be subject to the limitations contained in Articles III and XI. For this
purpose, a contribution for a Plan Year shall be limited by Compensation
earned in the Limitation Year which ends with or within such Plan Year.
Do not complete this Section of the Adoption Agreement if the Plan only
offers a Safe Harbor Contribution. A Plan that offers both a Safe Harbor
Matching Contribution as well as an additional Matching Contribution
which is specified below, must complete both Sections VII and VIII of
the Adoption Agreement.
A. MATCHING EMPLOYER CONTRIBUTION:
Select the Matching Contribution Formula, Computation Period and
special Limitations as well as QNEC and QMAC requirements for each
contribution type from the options listed below. Enter the letter
of the option(s) selected on the lines provided. Leave the line
blank if no election is required.
Non-Safe Matching Non-Safe Matching
Harbor Comput- Harbor Comput-
Type of Matching ation Limit- Matching ation Limit-
Contribution Formula 1 Period ations Formula 2 Period ations
------------ --------- ------ ------ --------- ------ ------
Elective
Deferrals
Voluntary
After-tax
Required
After-tax
403(b)
Deferrals
If any election is made with respect to "403(b) Deferrals" above,
and this Plan is used to fund any Employer Contributions, Employer
Contributions will be based on the Elective Deferrals made to an
existing 403(b) plan sponsored by the Employer.
Name of corresponding 403(b) plan: _______________________________
1. MATCHING CONTRIBUTION FORMULAS:
ELECTIVE DEFERRAL MATCHING CONTRIBUTION FORMULAS:
------------------------------------------------
a. PERCENTAGE OF DEFERRAL MATCH: The Employer shall
contribute to each eligible Participant's account an
amount equal to _________% of the Participant's Elective
Deferrals up to a maximum of _________% or $_________ of
Compensation.
b. UNIFORM DOLLAR MATCH: The Employer shall contribute to
each eligible Participant's account $________ if the
Participant contributes at least ________% or $__________
of Compensation. The Employer's contribution will be made
up to a maximum of _____% of Compensation.
c. DISCRETIONARY MATCH: The Employer's Matching Contribution
shall be determined by the Employer with respect to each
Plan Year. The Matching Contribution shall be contributed
to each eligible Participant in accordance with the
nondiscriminatory formula determined by the Employer. If
this Plan is also utilizing a Safe Harbor Contribution,
pursuant to Section VII of this Adoption Agreement,
Discretionary Matching Contributions may not exceed 4%
of Compensation.
d. TIERED MATCH: The Employer shall contribute to each
eligible Participant's account an amount equal to:
________% of the first ________% of the Participant's
Compensation contributed, and
________% of the next ________% of the Participant's
Compensation contributed, and
________% of the next ________% of the Participant's
Compensation contributed.
The Employer's contribution will be made up to the [ ]
greater of [ ] lesser of _________% of Compensation, or
$__________.
THE PERCENTAGES SPECIFIED ABOVE MAY NOT INCREASE AS THE
PERCENTAGE OF PARTICIPANT'S CONTRIBUTION INCREASES.
e. PERCENTAGE OF COMPENSATION MATCH: The Employer shall
contribute to each eligible Participant's account
________% of Compensation if the eligible Participant
contributes at least ________% of Compensation.
The Employer's contribution will be made up to the [ ]
greater of [ ] lesser of _________% of Compensation, or
$__________.
f. PROPORTIONATE COMPENSATION MATCH: The Employer shall
contribute to each eligible Participant who defers at
least ________% of Compensation, an amount determined by
multiplying such Employer Matching Contribution by a
fraction, the numerator of which is the Participant's
Compensation and the denominator of which is the
Compensation of all Participants eligible to receive
such an allocation.
The Employer's contribution will be made up to the [ ]
greater of [ ] lesser of _________% of Compensation, or
$__________.
VOLUNTARY AFTER-TAX MATCHING CONTRIBUTION FORMULAS:
--------------------------------------------------
g. PERCENTAGE OF DEFERRAL MATCH: The Employer shall
contribute to each eligible Participant's account an
amount equal to ______% of the Participant's Voluntary
After-tax Contributions up to a maximum of ______% or
$__________ of Compensation.
h. UNIFORM DOLLAR MATCH: The Employer shall contribute to
each eligible Participant's account $________ if the
Participant contributes at least ________% or $________
of Compensation. The Employer's contribution will be made
up to a maximum of _____% of Compensation.
i. DISCRETIONARY MATCH: The Employer's Matching Contribution
shall be determined by the Employer with respect to each
Plan Year. The Matching Contribution shall be contributed
to each eligible Participant in accordance with the
nondiscriminatory formula determined by the Employer.
REQUIRED AFTER-TAX MATCHING CONTRIBUTION FORMULAS:
-------------------------------------------------
j. PERCENTAGE OF DEFERRAL MATCH: The Employer shall
contribute to each eligible Participant's account an
amount equal to ________% of the Participant's Required
After-tax Contributions up to a maximum of ________% or
$__________ of Compensation.
k. UNIFORM DOLLAR MATCH: The Employer shall contribute to
each eligible Participant's account $________ if the
Participant contributes at least _______% or $__________
of Compensation. The Employer's contribution will be made
up to a maximum of ______% of Compensation.
l. DISCRETIONARY MATCH: The Employer's Matching Contribution
shall be determined by the Employer with respect to each
Plan Year. The Matching Contribution shall be contributed
to each eligible Participant in accordance with the
nondiscriminatory formula determined by the Employer.
If the Matching Contribution formula selected by the Employer
is 100% vested and may not be distributed to the Participant
before the earlier of the date the Participant separates from
Service, retires, becomes disabled, attains 591/2 or dies, it
may be treated as a Qualified Matching Contribution.
403(B) MATCHING CONTRIBUTION FORMULAS:
-------------------------------------
m. PERCENTAGE OF DEFERRAL MATCH: The Employer shall
contribute to each eligible Participant's account an
amount equal to ________% of the Participant's 403(b)
Deferrals up to a maximum of ________% or $__________ of
Compensation.
n. UNIFORM DOLLAR MATCH: The Employer shall contribute to
each eligible Participant's account $________ if the
Participant contributes at least ______% or $___________
of Compensation. The Employer's contribution will be made
up to a maximum of ______% of Compensation.
o. DISCRETIONARY MATCH: The Employer's Matching Contribution
shall be determined by the Employer with respect to each
Plan Year. The Matching Contribution shall be contributed
to each eligible Participant in accordance with the
nondiscriminatory formula determined by the Employer.
2. MATCHING CONTRIBUTION COMPUTATION PERIOD: The Compensation or
any dollar limitation imposed in calculating the match will be
based on the period selected below. Matching Contributions will
be calculated on the following basis:
a. Weekly e. Quarterly
b. Bi-weekly f. Semi-annually
c. Semi-monthly g. Annually
d. Monthly h. Payroll Based
The calculation of Matching Contributions based on the
Computation Period selected above has no applicability as to
when the Employer remits Matching Contributions to the Trust.
3. LIMITATIONS ON MATCHING FORMULAS:
a. ANNUALIZATION OF MATCHING CONTRIBUTIONS. The Employer
elects to annualize Matching Contributions made to the
Plan.
IF THIS ELECTION IS NOT MADE, MATCHING CONTRIBUTIONS WILL
NOT BE ANNUALIZED.
b. CONTRIBUTIONS TO PARTICIPANTS WHO ARE NOT HIGHLY
COMPENSATED EMPLOYEES: Contribution of the Employer's
Matching Contribution will be made only to eligible
Participants who are Non-Highly Compensated Employees.
c. DEFERRALS WITHDRAWN PRIOR TO THE END OF THE MATCHING
COMPUTATION PERIOD: Matching Contributions (whether or
not Qualified) will not be made on Employee contributions
withdrawn prior to the end of the [ ] Matching Computation
Period, or [ ] Plan Year.
If elected [ ], this requirement shall apply in the event
of a withdrawal occurring as the result of a termination
of employment for reasons of retirement, Disability or
death.
4. QUALIFIED MATCHING CONTRIBUTIONS (QMAC):
[ ] a. For purposes of the ADP or ACP Test, all Matching
Contributions made to the Plan will be deemed "Qualified"
for purposes of calculating the Actual Deferral Percentage
and/or Actual Contribution Percentage. All Matching
Contributions must be fully vested when made and are not
available for in-service withdrawal.
[ ] b. For purposes of the ADP or ACP Test, only Matching
Contributions made to the Plan that are needed to meet
the Actual Deferral Percentage or Actual Contribution
Percentage Test be deemed "Qualified" for purposes of
calculating the Actual Deferral Percentage and/or Actual
Contribution Percentage. All such Matching Contributions
used must be fully vested when made and are not available
for in-service withdrawal.
5. QUALIFIED NON-ELECTIVE CONTRIBUTIONS (QNEC):
[ ] a. For purposes of the ADP or ACP Test, all Non-Elective
Contributions made to the Plan will be deemed "Qualified"
for purposes of calculating the Actual Deferral Percentage
and/or Actual Contribution Percentage. All Non-Elective
Contributions must be fully vested when made and are not
available for in-service withdrawal.
[ ] b. For purposes of the ADP or ACP Test, only the Non-Elective
Contributions made to the Plan that are needed to meet
the Actual Deferral Percentage or Actual Contribution
Percentage Test be deemed "Qualified" for purposes of
calculating the Actual Deferral Percentage and/or Actual
Contribution Percentage. All such Non-Elective
Contributions used must be fully vested when made and
are not available for in-service withdrawal.
B. QUALIFIED MATCHING (QMAC) AND QUALIFIED NON-ELECTIVE (QNEC) EMPLOYER
CONTRIBUTION FORMULAS:
[ ] 1. QMAC CONTRIBUTION FORMULA: The Employer may contribute to each
eligible Participant's Qualified Matching account an
amount equal to (select one or more of the following):
[ ] a. $________ or _______% of the Participant's Elective
Deferrals.
[ ] b. $________ or _______% of the Participant's Voluntary
After-tax Contributions.
[ ] c. $________ or _______% of the Participant's Required After-
tax Contributions.
[ ] 2. DISCRETIONARY QMAC CONTRIBUTION FORMULA: The Employer shall
have the right to make a discretionary QMAC contribution. The
Employer's Matching Contribution shall be determined by the
Employer with respect to each Plan Years' eligible
Participants. This part of the Employer's contribution shall
be fully vested.
[x] 3. DISCRETIONARY PERCENTAGE QNEC CONTRIBUTION FORMULA: The
Employer shall have the right to make a discretionary QNEC
contribution which shall be allocated to each eligible
Participant's account in proportion to his or her Compensation
as a percentage of the Compensation of all eligible
Participants. This part of the Employer's contribution shall
be fully vested. This contribution will be made to:
[ ] a. All eligible Participants.
[x] b. Only eligible Participants who are Non-Highly Compensated
Employees.
[ ] 4. DISCRETIONARY UNIFORM DOLLAR QNEC CONTRIBUTION FORMULA: The
Employer shall have the right to make a discretionary QNEC
contribution which shall be allocated to each eligible
Participant's account in a uniform dollar amount to be
determined by the Employer and allocated in a nondiscriminatory
manner. This part of the Employer's contribution shall be
fully vested. This contribution will be made to:
[ ] a. All eligible Participants.
[ ] b. Only eligible Participants who are Non-Highly Compensated
Employees.
[ ] 5. CORRECTIVE QNEC CONTRIBUTION FORMULA: The Employer shall have
the right to make a QNEC contribution in the amount necessary
to pass the ADP/ACP Test or the maximum permitted under Code
Section 415. This contribution will be allocated to some or
all Non-Highly Compensated Participants designated by the Plan
Administrator. The allocation will be the lesser of the amount
required to pass the ADP/ACP Test, or the maximum permitted
under Code Section 415 and is not available for in-service
withdrawals. This part of the Employer's contribution shall
be fully vested when made.
[x] C. DISCRETIONARY EMPLOYER CONTRIBUTION - Non-Integrated Formula: The
Employer shall have the right to make a discretionary contribution.
The Employer's contribution for the Plan Year shall be made to the
accounts of eligible Participants as follows:
[ ] 1. Such contribution shall be allocated as a percentage of the
Employer's Net Profit.
[ ] 2. Such contribution shall be allocated as a percentage of
Compensation of eligible Participants for the Plan Year.
[x] 3. Such contribution shall be allocated in an amount fixed by an
appropriate action of the Employer as of the time prescribed
by law.
[ ] 4. Such contribution shall be allocated equally in a uniform
dollar amount to each eligible Participant.
[ ] 5. Such contribution shall be allocated in the same dollar
amount to each eligible Participant per Hour of Service the
Participant is entitled to Compensation.
[ ] D. DISCRETIONARY EMPLOYER CONTRIBUTION - EXCESS INTEGRATED ALLOCATION
FORMULA: The Employer shall have the right to make a discretionary
contribution. The Employer's contribution for the Plan Year shall
be allocated to the accounts of eligible Participants as follows:
ONLY ONE PLAN MAINTAINED BY THE EMPLOYER MAY BE INTEGRATED WITH
SOCIAL SECURITY. ANY PLAN UTILIZING A SAFE HARBOR FORMULA PROVIDED
IN SECTION VII OF THIS ADOPTION AGREEMENT MAY NOT APPLY THE SAFE
HARBOR CONTRIBUTION TO THE INTEGRATED ALLOCATION FORMULA. IF THE
PLAN IS NOT TOP-HEAVY OR IF THE TOP-HEAVY MINIMUM CONTRIBUTION OR
BENEFIT IS PROVIDED UNDER ANOTHER PLAN COVERING THE SAME EMPLOYEES,
PARAGRAPHS (1) AND (2) BELOW MAY BE DISREGARDED AND 5.7%, 5.4% OR
4.3% MAY BE SUBSTITUTED FOR 2.7%, 2.4% OR 1.3% WHERE IT APPEARS IN
PARAGRAPH (3) BELOW.
1. STEP ONE: To the extent contributions are sufficient, all
Participants will receive an allocation equal to 3% of their
Compensation.
2. STEP TWO: Any remaining Employer contributions will be
allocated up to a maximum of 3% of excess Compensation of all
Participants to Participants who have Compensation in excess
of the Integration Level (excess Compensation). Each such
Participant will receive an allocation in the ratio that his
or her excess Compensation bears to the excess Compensation
of all Participants. If Employer contributions are
insufficient to fund to this level, the Employer must determine
the uniform allocation percentage to allocate to those
Participants who have Compensation in excess of the Integration
Level. To determine this uniform allocation percentage, the
Employer must take the remaining contribution and divide that
amount by the total excess Compensation of Participants.
3. STEP THREE: Any remaining Employer contributions will be
allocated to all Participants in the ratio that their
Compensation plus excess Compensation bears to the total
Compensation plus excess Compensation of all Participants.
Participants may only receive an allocation of up to 2.7% of
their Compensation plus excess Compensation, under this
allocation step. If the Integration Level defined at Section
III (D) is less than or equal to the greater of $10,000 or 20%
of the maximum, the 2.7% need not be reduced. If the amount
specified is greater than the greater of $10,000 or 20% of the
maximum Taxable Wage Base, but not more than 80%, 2.7% must be
reduced to 1.3%. If the amount specified is greater than 80%
but less than 100% of the maximum Taxable Wage Base, the 2.7%
must be reduced to 2.4%. If Employer contributions are
insufficient to fund to this level, the Employer must
determine the uniform allocation percentage to allocate to
those Participants who have Compensation up to the Integration
Level and excess Compensation. To determine this uniform
allocation percentage the Employer must take the remaining
contribution and divide that amount by the total Compensation
including the excess Compensation of Participants.
4. STEP FOUR: Any remaining Employer contributions will be
allocated to all Participants in the ratio that each
Participant's Compensation bears to all Participants'
Compensation.
[ ] E. DISCRETIONARY EMPLOYER CONTRIBUTION - BASE INTEGRATED ALLOCATION
FORMULA: The Employer shall have the right to make a discretionary
contribution. To the extent that such contributions are sufficient,
they shall be allocated as follows:
_________% of each eligible Participant's Compensation, plus
_________% of Compensation in excess of the Integration Level
defined at Section III(E) hereof.
The percentage of excess Compensation may not exceed the lesser of
(i) the amount first specified in this paragraph or (ii) the
greater of 5.7% or the percentage rate of tax under Code Section
3111(a) as in effect on the first day of the Plan Year attributable
to the Old Age (OA) portion of the OASDI provisions of the Social
Security Act. If the Employer specifies an Integration Level in
Section III(E) which is lower than the Taxable Wage Base for Social
Security purposes (SSTWB) in effect as of the first day of the Plan
Year, the percentage contributed with respect to excess Compensation
must be adjusted. If the Plan's Integration Level is greater than
the larger of $10,000 or 20% of the SSTWB but not more
than 80% of the SSTWB, the excess percentage is 4.3%. If the Plan's
Integration Level is greater than 80% of the SSTWB but less than
100% of the SSTWB, the excess percentage is 5.4%.
ONLY ONE PLAN MAINTAINED BY THE EMPLOYER MAY BE INTEGRATED WITH
SOCIAL SECURITY. ANY PLAN UTILIZING A SAFE HARBOR FORMULA AS
PROVIDED IN SECTION VII OF THIS ADOPTION AGREEMENT, MAY NOT APPLY
THE SAFE HARBOR CONTRIBUTIONS TO THIS INTEGRATED ALLOCATION FORMULA.
F. MINIMUM EMPLOYER CONTRIBUTION FORMULA UNDER TOP-HEAVY PLANS: For
any Plan Year during which the Plan is Top-Heavy, the sum of the
contributions (excluding Elective Deferrals and/or Matching
Contributions) allocated to non-Key Employees shall not be less
than the amount required under the Basic Plan Document #01. The
eligibility of a Participant to receive Top-Heavy Contributions
mirrors the eligibility for any contribution with the earliest
Entry Date. Top-Heavy minimums will be allocated to:
[ ] 1. all eligible Participants.
[x] 2. only eligible non-Key Employees who are Participants.
IX. ALLOCATIONS TO PARTICIPANTS
A. THIS IS A SAFE HARBOR PLAN:
[ ] Employer Non-Elective and/or Matching Contributions will be made
to all Employees who have satisfied the Safe Harbor eligibility
requirements.
B. ALLOCATION ACCRUAL REQUIREMENTS:
A Year of Service for eligibility to receive an allocation of
Employer contributions will be determined on the basis of the:
[ ] 1. Elapsed time method.
[x] 2. Hour of service method. A Year of Service will be credited
to all Participants who are employed on the last day of the
Plan Year or who have terminated with more than 500 Hours of
Service.
C. ALLOCATION OF CONTRIBUTIONS TO PARTICIPANTS:
Employer contributions for a Plan Year will be allocated to all
active Participants who are employed on the last day of the Plan
Year. For Plans which use the hours counting method, contributions
will also be allocated to terminated Participants who have completed
more than 500 Hours of Service and those who satisfy the following
allocation accrual requirements (check all applicable boxes):
MATCH MATCH
FORMULA FORMULA DISCRET-
1 2 QNEC QMAC IONARY
------- ------- ---- ---- --------
1. For Plans using the
Elapsed Time method,
contributions will be
allocated to terminated
Participants who have
completed __________
(not more than 3) months
of Service [ ] [ ] [ ] [ ] [ ]
2. Completion of more than
500 (not more than 500)
Hours of Service [x] [ ] [x] [ ] [x]
3. No Hours of Service or
Period of Service requirement
in the Plan Year of
termination due to:
a. Retirement [ ] [ ] [ ] [ ] [ ]
b. Disability [ ] [ ] [ ] [ ] [ ]
c. Death [ ] [ ] [ ] [ ] [ ]
d. Any reason [ ] [ ] [ ] [ ] [ ]
e. No last day of the
Plan Year requirement
in Plan Year of any of
the above events. [ ] [ ] [ ] [ ] [ ]
[ ] D. CONTRIBUTIONS TO DISABLED PARTICIPANTS:
The Employer will make contributions on behalf of a Participant
who is permanently and totally disabled. These contributions will
be based on the Compensation each such Participant would have
received for the Limitation Year if the Participant had been paid
at the rate of Compensation paid immediately before becoming
permanently and totally disabled. Such imputed Compensation for
the disabled Participant may be taken into account only if the
Participant is not a Highly Compensated Employee. These
contributions will be 100% vested when made.
X. DISPOSITION OF FORFEITURES
[ ] A. NOT APPLICABLE. All contributions are fully vested.
If (A) is selected, do not complete (B) or (C) below.
B. FORFEITURE ALLOCATION ALTERNATIVES:
Select one or more methods in which forfeitures associated with
the contribution type will be allocated (number each item in order
of use):
Employer Contribution Type
---------------------------------
All Non-Safe Harbor
Matching All Other
Disposition Method Contributions Contributions
------------------ ------------- -------------
1. Restoration of Participant's
forfeitures.
2. Used to reduce the Employer's
contribution under the Plan. 1
3. Used to reduce the Employer's
Matching Contribution. 1
4. Used to offset Plan expenses.
5. Added to the Employer's contribution
(other than Matching) under the Plan.
6. Added to the Employer's Matching
Contribution under the Plan.
7. Allocate to all Participants
eligible to share in the allocations
in the same proportion that each
Participant's Compensation for the
year bears to the Compensation of all
other Participant's for such year.
8. Allocate to all NHCEs eligible to share
in the allocations in proportion to each such
Participant's Compensation for the year.
9. Allocate to all NHCEs eligible to share in the
allocations in proportion to each such
Participant's Elective Deferrals for the year.
10. Allocate to all Participants eligible to share in
the allocations in the same proportion that
each Participant's Elective Deferrals for the year
bears to the Elective Deferrals of all Participants
for such year.
Participants eligible to share in the allocation of other Employer
contributions under Section VIII shall be eligible to share in the
allocation of forfeitures except where allocations are only to Non-Highly
Compensated Employees.
C. TIMING OF ALLOCATION OF FORFEITURES:
If no distribution or deemed distribution has been made to a former
Participant, nonvested amounts shall be forfeited at the end of the
Plan Year during which the former Participant incurs his or her
fifth consecutive one-year Break in Service.
If a former Participant has received the full amount of his or her
vested interest, the nonvested portion of his or her account shall
be forfeited and shall be disposed of:
[ ] 1. during the Plan Year following the Plan Year in which the
forfeiture arose.
[x] 2. as of any Valuation or Allocation Date during the Plan Year
(or as soon as administratively feasible following the close
of the Plan Year) in which the former Participant receives
payment of his or her vested benefit.
[ ] 3. at the end of the Plan Year during which the former Participant
incurs his or her ___________ (1st, 2nd, 3rd, 4th or 5th)
consecutive one-year Break in Service.
[ ] 4. as of the end of the Plan Year during which the former
Participant received full payment of his or her vested benefit.
[ ] 5. as of the earlier of the first day of the Plan Year, or the
first day of the seventh month of the Plan Year following the
date on which the former Participant has received full payment
of his or her vested benefit.
[ ] 6. as of the next Valuation or Allocation Date following the date
on which the former Participant receives payment of his or her
vested benefit.
XI. MULTIPLE PLANS MAINTAINED BY THE EMPLOYER, LIMITATIONS ON ALLOCATION, AND
TOP-HEAVY CONTRIBUTIONS
A. PLANS MAINTAINED BY THE EMPLOYER:
[x] 1. This is the only Plan the Employer maintains. In the event
that the allocation formula results in an Excess Amount, such
excess, after distribution of Employee contributions pursuant
to paragraph 10.2 of the Basic Plan Document #01, shall be:
[x] a. Placed in a suspense account for the benefit of the
Participant without the crediting of gains or losses for
the benefit of the Participant.
[ ] b. Reallocated as additional Employer contributions to all
other Participants to the extent that they do not have
any Excess Amount.
IF NO METHOD IS SPECIFIED, THE SUSPENSE ACCOUNT METHOD
WILL BE USED.
[ ] 2. The Employer does maintain another Plan [including a Welfare
Benefit Fund or an individual medical account as defined in
Code Section 415(l)(2)], under which amounts are treated as
Annual Additions and has completed the proper sections below.
a. If the Participant is covered under another qualified
Defined Contribution Plan maintained by the Employer,
other than a Master or Prototype Plan:
[ ] i. The provisions of Article X of the Basic Plan
Document #01 will apply as if the other plan were a
Master or Prototype Plan.
[ ] ii. The Employer has specified below 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.
__________________________________________________
__________________________________________________
__________________________________________________
EMPLOYERS WHO MAINTAINED A QUALIFIED DEFINED BENEFIT PLAN,
PRIOR TO JANUARY 1, 2000, SHOULD COMPLETE SCHEDULE C TO
DOCUMENT THE PREAMENDMENT OPERATION OF THE PLAN.
b. Allocation of Excess Annual Additions: In the event that
the allocation formula results in an Excess Amount, such
excess, after distribution of Employee contributions,
shall be:
[ ] i. Placed in a suspense account for the benefit of the
Participant without the crediting of gains or losses
for the benefit of the Participant.
[ ] ii. Reallocated as additional Employer contributions to
all other Participants to the extent that they do
not have any Excess Amount.
IF NO METHOD IS SPECIFIED, THE SUSPENSE ACCOUNT METHOD WILL BE
USED.
B. TOP-HEAVY PROVISIONS:
In the event the Plan is or becomes Top-Heavy, the minimum
contribution or benefit required under Code Section 416 relating
to Top-Heavy Plans shall be satisfied in the elected manner:
[x] 1. This is the only Plan the Employer maintains or has ever
maintained. The minimum contribution will be satisfied by
this Plan.
[ ] 2. The Employer does maintain another Plan which is Paired Plan
#01001, #01002, #01013, #02001 or #02002. The minimum
contribution will be satisfied by:
[ ] a. this Plan.
[ ] b. ______________________________________
(Name and number of other Paired Plan)
[ ] 3. The Employer does maintain another Defined Contribution Plan
which is not a Paired Plan. The minimum contribution will be
satisfied by:
[ ] a. this Plan.
[ ] b. ______________________________________
(Name of other Qualified Plan)
[ ] 4. The Employer maintains a Defined Benefit Plan. A method is
stated below under which the minimum contribution and benefit
provisions of Code Section 416 will be satisfied.
______________________________________________________________
______________________________________________________________
XII. ANTIDISCRIMINATION TESTING
For Plans which are being amended or restated for GUST, please complete
Schedule C outlining the preamendment operation of the Plan, as well
as this section of the Adoption Agreement. The testing elections made
below will apply to the future operation of the Plan.
[ ] A. The Plan is not subject to ADP or ACP testing. The Plan does not
offer Voluntary After-tax or Required After-tax Contributions and
it either meets the Safe Harbor provisions of Section VII of this
Adoption Agreement, or it does not benefit any Highly Compensated
Employees.
B. TESTING ELECTIONS:
[ ] 1. This Plan is using the Prior Year testing method for purposes
of the ADP and ACP Tests.
[x] 2. This Plan is using the Current Year testing method for purposes
of the ADP and ACP Tests.
IF NO ELECTION IS MADE, THE PLAN WILL USE THE CURRENT YEAR
TESTING METHOD.
This election cannot be rescinded for a Plan Year unless (1) the
Plan has been using the Current Year testing method for the
preceding 5 Plan Years, or, if lesser, the number of Plan Years
the Plan has been in existence; or (2) the Plan otherwise meets
one of the conditions specified in IRS Notice 98-1 (or other
superseding guidance) for changing from the Current Year testing
method.
A PROTOTYPE PLAN MUST USE THE SAME TESTING METHOD FOR BOTH THE
ADP AND ACP TESTS FOR PLAN YEARS BEGINNING ON OR AFTER THE DATE
THE EMPLOYER ADOPTS ITS GUST-RESTATED PLAN DOCUMENT.
C. TESTING ELECTIONS FOR THE FIRST PLAN YEAR:
COMPLETE ONLY WHEN PRIOR YEAR TESTING METHOD ELECTION IS MADE.
[ ] 1. If this is not a successor Plan, then for the first Plan Year
this Plan permits (a) any Participant to make Employee
contributions, (b) provides for Matching Contributions or
(c) both, the ACP used in the ACP Test for Participants who
are Non-Highly Compensated Employees shall be such first Plan
Year's ACP. DO NOT SELECT THIS OPTION IF THE EMPLOYER IS USING
THE "DEEMED 3% RULE".
[ ] 2. If this is not a successor Plan, then for the first Plan Year
this Plan permits any Participants to make Elective Deferrals,
the ADP used in the ADP Test for Participants who are Non-
Highly Compensated Employees shall be such first Plan Year's
ADP. DO NOT SELECT THIS OPTION IF THE EMPLOYER IS USING THE
"DEEMED 3% RULE".
[ ] D. RECHARACTERIZATION:
Elective Deferrals may be recharacterized as Voluntary After-tax
Contributions to satisfy the ADP Test. The Employer must have
elected to permit Voluntary After-tax Contributions in the Plan
for this election to be operable.
XIII. VESTING
Participants shall always have a fully vested and nonforfeitable interest
in their Employee contributions (including Elective Deferrals, Required
After-tax and Voluntary After-tax Contributions), Qualified Matching
Contributions ("QMACs"), Qualified Non-Elective Contributions ("QNECs")
or Safe Harbor Matching or Non-Elective Contributions and their
investment earnings.
Each Participant shall acquire a vested and nonforfeitable percentage in
his or her account balance attributable to Employer contributions and
their earnings under the schedule(s) selected below except in any Plan
Year during which the Plan is determined to be Top-Heavy. In any Plan
Year in which the Plan is Top-Heavy, the Two-twenty vesting schedule
[option (B)(4)] or the three-year cliff schedule [option (B)(3)] shall
automatically apply unless the Employer has already elected a faster
vesting schedule. If the Plan is switched to option (B)(4) or (B)(3),
because of its Top-Heavy status, that vesting schedule will remain in
effect even if the Plan later becomes non-Top-Heavy until the Employer
executes an amendment of this Adoption Agreement.
A. VESTING COMPUTATION PERIOD:
A Year of Service for vesting will be determined on the basis of
the (choose one):
[ ] 1. Not applicable. All contributions are fully vested.
[ ] 2. Elapsed Time method.
[x] 3. Hour of Service method. A Year of Service will be credited
upon completion of 1000 Hours of Service. A Year of Service
for vesting purposes will not be less than 1 Hour of Service
nor greater than 1,000 hours by operation of law. If left
blank, the Plan will use 1,000 hours.
The computation period for purposes of determining Years of
Service and Breaks in Service for purposes of computing a
Participant's nonforfeitable right to his or her account
balance derived from Employer contributions:
[ ] 4. shall not be applicable since Participants are always fully
vested.
[ ] 5. shall not be applicable as the Plan is using the Elapsed Time.
[x] 6. shall commence on the date on which an Employee first performs
an Hour of Service for the Employer and each subsequent 12-
consecutive month period shall commence on the anniversary
thereof.
[ ] 7. shall commence on the first day of the Plan Year during which
an Employee first performs an Hour of Service for the Employer
and each subsequent 12-consecutive month period shall commence
on the anniversary thereof.
For Plans not using Elapsed Time, a Participant shall receive credit
for a Year of Service if he or she completes the number of hours
specified above at any time during the 12-consecutive month
computation period. A Year of Service may be earned prior to the
end of the 12-consecutive month computation period and the
Participant need not be employed at the end of the 12-consecutive
month computation period to receive credit for a Year of Service.
B. VESTING SCHEDULES:
Select the appropriate Schedule(s) for each contribution type and
complete the blank vesting percentages from the list below and
insert the option number in the vesting schedule chart below.
Years of Service
-------------------------------------
1 2 3 4 5 6 7
1. Full and immediate Vesting
2. ___% 100%
3. ___% ___% 100%
4. 0% 20% 40% 60% 80% 100%
5. ___% ___% 20% 40% 60% 80% 100%
6. 10% 20% 30% 40% 60% 80% 100%
7. ___% ___% ___% ___% 100%
8. ___% ___% ___% ___% ___% ___% 100%
THE PERCENTAGES SELECTED FOR SCHEDULE (8) MAY NOT BE LESS FOR ANY
YEAR THAN THE PERCENTAGES SHOWN AT SCHEDULE (5).
Vesting Schedule Chart Employer Contribution Type
---------------------- --------------------------
4 All Employer Contributions
Safe Harbor Contributions
(Matching or Non-Elective)
1 QMACs and QNECs
Non-Safe Harbor Match - Formula 1
Non-Safe Harbor Match - Formula 2
Match on Voluntary After-tax Contributions
Match on Required After-tax Contributions
Discretionary Contributions
4 Top-Heavy Minimum Contribution
Other Employer Contribution
C. SERVICE DISREGARDED FOR VESTING:
[x] 1. Not applicable. All Service is recognized.
[ ] 2. Service prior to the Effective Date of this Plan or a
predecessor plan is disregarded when computing a Participant's
vested and nonforfeitable interest.
[ ] 3. Service prior to a Participant having attained age 18 is
disregarded when computing a Participant's vested and
nonforfeitable interest.
[ ] D. FULL VESTING OF EMPLOYER CONTRIBUTIONS FOR CURRENT PARTICIPANTS:
Notwithstanding the elections above, all Employer contributions made
to a Participant's account shall be 100% fully vested if the
Participant is employed on the Effective Date of the Plan (or such
other date as entered herein): _______________________________.
XIV. SERVICE WITH PREDECESSOR ORGANIZATION
[ ] A. Not applicable. The Plan does not recognize Service with any
predecessor organization.
[ ] B. The Plan recognizes Service with all predecessor organizations.
[x] C. Service with the following organization(s) will be recognized for
the Plan purpose indicated:
Allocation
Eligibility Accrual Vesting
----------- ------- -------
Xxxxxx Xxxxxx & Company, Inc. [x] [ ] [x]
Synovus Securities, Inc. [x] [ ] [x]
Attach additional pages as necessary.
XV. IN-SERVICE WITHDRAWALS
A. IN-SERVICE WITHDRAWALS:
[x] 1. In-service withdrawals are not permitted in the Plan.
[ ] 2. In-service withdrawals are permitted in the Plan. Participants
may withdraw the following contribution types after meeting
the following requirements (select one or more of the following
options):
WITHDRAWAL RESTRICTIONS
CONTRIBUTIN TYPES A B C D E F G
----------------- -------------------------------
a. All Contributions [ ] n/a n/a [ ] [ ] n/a n/a
b. Voluntary After-tax [ ] [ ] [ ] [ ] [ ] [ ] n/a
c. Required After-tax [ ] [ ] [ ] [ ] [ ] [ ] n/a
d. Rollover [ ] [ ] [ ] [ ] [ ] [ ] n/a
e. Transfer [ ] [ ] [ ] [ ] [ ] [ ] [ ]
f. Elective Deferrals [ ] n/a n/a [ ] [ ] n/a n/a
g. Qualified Non-Elective [ ] n/a n/a [ ] [ ] n/a n/a
h. Qualified Matching [ ] n/a n/a [ ] [ ] n/a n/a
i. Safe Harbor Matching [ ] n/a n/a [ ] [ ] n/a n/a
j. Safe Harbor
Non-Elective [ ] n/a n/a [ ] [ ] n/a n/a
k. Vested
Non-Safe Harbor
Matching Formula 1 [ ] [ ] [ ] [ ] [ ] [ ] [ ]
l. Vested
Non-Safe Harbor
Matching Formula 2 [ ] [ ] [ ] [ ] [ ] [ ] [ ]
m. Vested Discretionary [ ] [ ] [ ] [ ] [ ] [ ] [ ]
WITHDRAWAL RESTRICTION KEY
--------------------------
A. Not available for in-service withdrawals.
B. Available for in-service withdrawals.
C. Participants having completed five years of Plan
participation may elect to withdraw all or any part of
their Vested Account Balance.
D. Participants may withdraw all or any part of their Account
Balance after having attained the Plan's Normal Retirement
Age.
E. Participants may withdraw all or any part of their Vested
Account Balance after having attained age ______ (not less
than age 591/2).
F. Participants may elect to withdraw all or any part of
their Vested Account Balance which has been credited to
their account for a period in excess of two years.
G. Available for withdrawal only if the Participant is 100%
vested.
B. HARDSHIP WITHDRAWALS:
[ ] 1. Hardship withdrawals are not permitted in the Plan.
[x] 2. Hardship withdrawals are permitted in the Plan and will be
taken from the Participant's account as follows (select one or
more of these options):
[x] a. Participants may withdraw Elective Deferrals.
[ ] b. Participants may withdraw Elective Deferrals and any
earnings credited as of December 31, 1988 (or if later,
the end of the last Plan Year ending before July 1, 1989).
[ ] c. Participants may withdraw Rollover Contributions plus
their earnings.
[ ] d. Participants may withdraw Transfer Contributions plus
their earnings.
[ ] e. Participants may withdraw fully vested Employer
contributions plus their earnings.
[ ] f. Participants may withdraw vested Non-Safe Harbor Matching
Formula 1 Contributions plus their earnings.
[ ] g. Participants may withdraw vested Non-Safe Harbor Matching
Formula 2 Contributions plus their earnings.
[ ] h. Participants may withdraw Qualified Matching Contributions
and Qualified Non-Elective Contributions plus their
earnings, and the earnings on Elective Deferrals which
have been credited to the Participant's account as of
December 31, 1988 (or if later, the end of the last Plan
Year ending before July 1, 1989).
XVI. LOAN PROVISIONS
[x] A. Participant loans are permitted in accordance with the Employer's
established loan procedures.
[x] B. Loan payments will be suspended under the Plan as permitted under
Code Section 414(u) in accordance with the Uniformed Service
Employment and Reemployment Rights Act of 1994.
XVII. INVESTMENT MANAGEMENT
A. INVESTMENT MANAGEMENT RESPONSIBILITY:
[ ] 1. The Employer shall appoint a discretionary Trustee to manage
the assets of the Plan.
[ ] 2. The Employer shall retain investment management responsibility
and/or authority.
[x] 3. The party designated below shall be responsible for the
investment of the Participant's account.
By selecting a box, the Employer is making a designation as
to who will have authority to issue investment directives
with respect to the specified contribution type (check all
applicable boxes):
Trustee Employer Participant
------- -------- -----------
a. All Contributions n/a n/a [x]
b. Employer Contributions [ ] [ ] [ ]
c. Elective Deferrals [ ] [ ] [ ]
d. Voluntary After-tax [ ] [ ] [ ]
e. Required After-tax [ ] [ ] [ ]
f. Safe Harbor Contributions [ ] [ ] [ ]
g. Non-Safe
Harbor Match Formula 1 [ ] [ ] [ ]
h. QMACs [ ] [ ] [ ]
i. QNECs [ ] [ ] [ ]
j. Non-Safe
Harbor Match Formula 2 [ ] [ ] [ ]
k. Rollover Contribution [ ] [ ] [ ]
l. Transfer Contributions [ ] [ ] [ ]
TO THE EXTENT PARTICIPANT SELF-DIRECTION WAS PREVIOUSLY PERMITTED,
THE EMPLOYER SHALL HAVE THE RIGHT TO EITHER MAKE THE ASSETS PART
OF THE GENERAL FUND OR LEAVE THEM AS SELF-DIRECTED SUBJECT TO THE
PROVISIONS OF THE BASIC PLAN DOCUMENT #01.
B. LIMITATIONS ON PARTICIPANT DIRECTED INVESTMENTS:
[x] 1. Participants are permitted to invest only among investment
alternatives made available by the Employer under the Plan.
[ ] 2. Participants are permitted to invest in any investment
alternative permitted under the Basic Plan Document #01.
[ ] C. INSURANCE:
The Plan permits insurance as an investment alternative.
[X] D. ERISA SECTION 404(C):
The Employer intends to be covered by the fiduciary liability
provisions with respect to Participant directed investments under
ERISA Section 404(c).
XVIII. DISTRIBUTION OPTIONS
X. XXXXXX OF DISTRIBUTIONS [BOTH (1) AND (2) MUST BE COMPLETED]:
1. Distributions payable as a result of termination for reasons
other than death, Disability or retirement shall be paid c
[select from the list at (A)(3) below].
2. Distributions payable as a result of termination for death,
Disability or retirement shall be paid c [select from the
list at (A)(3) below].
3. Distribution Options:
a. As soon as administratively feasible on or after the
Valuation Date following the date on which a distribution
is requested or is otherwise payable.
b. As soon as administratively feasible following the close
of the Plan Year during which a distribution is requested
or is otherwise payable.
c. As soon as administratively feasible following the date
on which a distribution is requested or is otherwise
payable. (This option is recommended for daily valuation
plans.)
d. As soon as administratively feasible after the close of
the Plan Year during which the Participant incurs
___________ (cannot be more than 5) consecutive one-year
Breaks in Service. [This formula can only be used in
(A)(1).]
e. As soon as administratively feasible after the close of
the Plan Year during which the Participant incurs
___________ (cannot be more than 5) consecutive one-year
Breaks in Service. [This formula can only be used in
(A)(2).]
f. Only after the Participant has attained the Plan's Normal
Retirement Age or Early Retirement Age, if applicable.
B. REQUIRED BEGINNING DATE:
The Required Beginning Date of a Participant with respect to a Plan
is (select one from below):
[ ] 1. The April 1 of the calendar year following the calendar year
in which the Participant attains age 701/2.
[ ] 2. The April 1 of the calendar year following the calendar year
in which the Participant attains age 701/2 except that
distributions to a Participant (other than a 5% owner) with
respect to benefits accrued after the later of the adoption
of this Plan or Effective Date of the amendment of this Plan
must commence no later than the April 1 of the calendar year
following the later of the calendar year in which the
Participant attains age 701/2 or the calendar year in which
the Participant retires.
[x] 3. The later of the April 1 of the calendar year following the
calendar year in which the Participant attains age 701/2 or
retires except that distributions to a 5% owner must commence
by the April 1 of the calendar year following the calendar
year in which the Participant attains age 701/2.
Except that such Participant [x] may [ ] may not elect to
begin receiving distributions as of April 1 of the calendar
year following the calendar year in which the Participant
attains age 701/2. Any distributions made pursuant to such
an election will not be considered required minimum
distributions. Such distributions will be considered in-
service distributions and as such, will be subject to
applicable withholding.
PLANS WHICH ARE AN AMENDMENT OR RESTATEMENT OF AN EXISTING PLAN
WHICH PROVIDED FOR THE PROVISIONS OF CODE SECTION 401(A)(9)
CURRENTLY IN EFFECT PRIOR TO THE AMENDMENT OF THE SMALL BUSINESS
JOB PROTECTION ACT OF 1996 MUST COMPLETE SCHEDULE C.
C. FORMS OF PAYMENT (SELECT ALL THAT APPLY):
[x] 1. Lump sum.
[ ] 2. Installment payments.
[ ] 3. Partial payments; the minimum amount will be $___________.
[ ] 4. Life annuity.
[ ] 5. Term certain annuity with payments guaranteed for ___________
years (not to exceed 20).
[ ] 6 Joint and [ ] 50%, [ ] 66-2/3%, [ ] 75% or [ ] 100% survivor
annuity.
[ ] 7. The default form of payment will be a direct rollover into an
individual retirement account or annuity for any "cash out"
distribution made pursuant to Code Sections 411(a)(7), and
411(a)(11) and 417(e)(1).
[ ] 8. Cash.
[ ] 9. Employer securities.
[ ] 10. Other marketable securities.
THE NORMAL FORM OF PAYMENT IS DETERMINED AT SECTION III(I) OF THIS
ADOPTION AGREEMENT.
D. RECALCULATION OF LIFE EXPECTANCY:
[ ] 1. Recalculation is not permitted.
[x] 2. Recalculation is permitted. When determining installment
payments in satisfying the minimum distribution requirements
under the Plan, and life expectancy is being recalculated:
[ ] a. only the Participant's life expectancy shall be
recalculated.
[ ] b. both the Participant and Xxxxxx's life expectancy shall
be recalculated.
[x] c. the Participant will determine whose life expectancy is
recalculated.
XIX. SPONSOR INFORMATION AND ACCEPTANCE
This Plan may not be used and shall not be deemed to be a Prototype
Plan unless an authorized representative of the Sponsor has acknowledged
the use of the Plan. Such acknowledgment that the Employer is using the
Plan does not represent that the Adoption Agreement (as completed) and
Plan have been reviewed by a representative of the Sponsor or constitute
a qualified retirement plan.
Acknowledged and accepted by the Sponsor this ___ day of ____________,
_______.
Name: Xxxxx Xxxxx
Title: Senior Vice President
Signature: ______________________________
Questions concerning the language contained in and the qualification of
the Prototype should be addressed to:
Northeast Retirement Services, Inc.
781-938-9595
In the event that the Sponsor amends, discontinues or abandons this
Prototype Plan, notification will be provided to the Employer's address
provided on the first page of this Adoption Agreement.
XX. SIGNATURES
THE SPONSOR RECOMMENDS THAT THE EMPLOYER CONSULT WITH ITS LEGAL COUNSEL
AND/OR TAX ADVISOR BEFORE EXECUTING THIS ADOPTION AGREEMENT. THE
EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE OR AMEND
THIS ADOPTION AGREEMENT MAY RESULT IN FAILURE OF THE PLAN TO QUALIFY
OR DISQUALIFICATION OF THE PLAN. THE EMPLOYER BY EXECUTING THIS
ADOPTION AGREEMENT ACKNOWLEDGES THAT THIS IS A LEGAL DOCUMENT WITH
SIGNIFICANT TAX AND LEGAL RAMIFICATIONS.
A. EMPLOYER:
This Adoption Agreement and the corresponding provisions of Basic
Plan Document #01 are adopted by the Employer this__________ day
of _____________________, ___________.
Name of Employer: Thomasville Bancshares, Inc.
Executed on behalf
of the Employer by: ____________________________
Title: ____________________________
Signature: ____________________________
PARTICIPATING EMPLOYER:
Name and address of any Participating Employer:
Thomasville National Bank
P.O. Box 1999
Thomasville, GA 31799
This Adoption Agreement and the corresponding provisions of Basic
Plan Document #01 are adopted by the Participating Employer
this__________ day of _____________________, ___________.
Executed on behalf of the
Participating Employer by: ____________________________
Title: ____________________________
Signature: ____________________________
Attach additional signature pages as necessary.
EMPLOYER'S RELIANCE: The adopting Employer may rely on an Opinion
Letter issued by the Internal Revenue Service as evidence that the
Plan is qualified under Section 401 of the Internal Revenue Code
except to the extent provided in Rev. Proc. 2000-20, 2000-6 I.R.B.
553 and Announcement 2001-77, 2001-30 I.R.B. An Employer who
maintains or has ever maintained or who later adopts any plan
[including a Welfare Benefit Fund as defined in Code Section
419(e), which provides post-retirement medical benefits allocated
to separate accounts for Key Employees, as defined in Code Section
419A(d)(3), or an individual medical account as defined in Code
Section 415(l)(2)] in addition to this Plan (other than Paired
Plan #01001, #01002, #01013, #02001 or #02002) may not rely on
the Opinion Letter issued by the National Office of the Internal
Revenue Service with respect to the requirements of Code Sections
415 and 416. If the Employer who adopts or maintains multiple
Plans wishes to obtain reliance with respect to the requirements
of Code Sections 415 and 416, application for a determination
letter should be made to Employee Plans Determinations of the
Internal Revenue Service. The Employer may not be entitled to
rely on the Opinion Letter in certain other circumstances, which
are specified in the Opinion Letter issued with respect to the
Plan or Revenue Procedure 2000-20 and Announcement 2001-77.
This Adoption Agreement may only be used in conjunction with Basic
Plan Document #01.
THE SPONSOR RECOMMENDS THAT THE EMPLOYER CONSULT WITH ITS LEGAL
COUNSEL AND/OR TAX ADVISOR BEFORE EXECUTING THIS ADOPTION AGREEMENT.
THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE OR
AMEND THIS ADOPTION AGREEMENT MAY RESULT IN FAILURE OF THE PLAN TO
QUALIFY OR DISQUALIFICATION OF THE PLAN. THE EMPLOYER BY EXECUTING
THIS ADOPTION AGREEMENT ACKNOWLEDGES THAT THIS IS A LEGAL DOCUMENT
WITH SIGNIFICANT TAX AND LEGAL RAMIFICATIONS.
PARTICIPATING EMPLOYER:
Name and address of Employer if different than specified in Section
I above.
Xxxxxx Xxxxxx & Company, Inc.
P.O. Box 1999
Thomasville, GA 31799
This Adoption Agreement and the corresponding provisions of Basic
Plan Document #01 are adopted by the Participating Employer
this__________ day of _____________________, ___________.
Executed on behalf of the
Participating Employer: ____________________________
Title: ____________________________
Signature: ____________________________
Attach additional signature pages as necessary.
EMPLOYER'S RELIANCE: The adopting Employer may rely on an Opinion
Letter issued by the Internal Revenue Service as evidence that the
Plan is qualified under Section 401 of the Internal Revenue Code
except to the extent provided in Rev. Proc. 2000-20, 2000-6 I.R.B.
553 and Announcement 2001-77, 2001-30 I.R.B. An Employer who
maintains or has ever maintained or who later adopts any plan
[including a Welfare Benefit Fund as defined in Code Section
419(e), which provides post-retirement medical benefits allocated
to separate accounts for Key Employees, as defined in Code Section
419A(d)(3), or an individual medical account, as defined in Code
Section 415(l)(2)] in addition to this Plan (other than Paired
Plan #01001, #01002, #01013, #02001 or #02002) may not rely on the
Opinion Letter issued by the National Office of the Internal
Revenue Service with respect to the requirements of Code Sections
415 and 416. If the Employer who adopts or maintains multiple
Plans wishes to obtain reliance with respect to the requirements
of Sections 415 and 416, application for a determination letter
should be made to Employee Plans Determinations of the Internal
Revenue Service. The Employer may not be entitled to rely on the
Opinion Letter in certain other circumstances, which are specified
in the Opinion Letter issued with respect to the Plan or Revenue
Procedure 2000-20 and Announcement 2001-77.
This Adoption Agreement may only be used in conjunction with Basic
Plan Document #01.
B. TRUSTEE:
Trust Agreement:
[ ] Not applicable. Plan assets will be invested in Group
Annuity Contracts. There is no Trustee and the terms of
the contract(s) will apply.
[x] The Trust provisions used will be as contained in the Basic
Plan Document #01.
[ ] The Trust provisions used will be as contained in the
accompanying executed Trust Agreement between the Employer
and the Trustee attached hereto.
Complete the remainder of this section only if the Trust provisions
used are as contained in the Basic Plan Document #01.
Name and address of Trustee:
TNB Financial Services, Inc.
P.O. Box 1999
Thomasville, GA 31799
The assets of the Plan shall be invested in accordance with Article
XIII of the Basic Plan Document #01. The Employer's Plan and Trust
as contained herein is accepted by the Trustee this ____________
day of ____________________, ___________.
Accepted on behalf of the Trustee by: Xxxx Xxxxxxx
Title: President
Signature: ___________________________
Accepted on behalf of the Trustee by: ___________________________
Title: ___________________________
Signature: ___________________________
Accepted on behalf of the Trustee by: ___________________________
Title: ___________________________
Signature: ___________________________
C. CUSTODIAN:
Custodial Agreement:
[x] Not applicable. There is no Custodian.
[ ] Not applicable. Plan assets will be invested in Group Annuity
Contracts. There is no Custodian and the terms of the
contract(s) will apply.
[ ] The Custodial provisions used will be as contained in Basic
Plan Document #01.
[ ] The Custodial provisions used will be as contained in the
accompanying executed Custodial Agreement between the Employer
and the Custodian attached hereto.
Complete the remainder of this section only if the Custodial
provisions used are as contained in the Basic Plan Document #01.
Name and address of Custodian:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
The assets of the Plan shall be invested in accordance with Article
XIII of the Basic Plan Document #01. The Employer's Plan and
Custodial Account as contained herein are accepted by the Custodian
this __________ day of ________________, __________.
Accepted on behalf of the Custodian by: __________________________
Title: __________________________
Signature: __________________________
SCHEDULE A
PROTECTED BENEFITS
This Schedule includes any prior Plan protected benefits which are not available
in Basic Plan Document #01. Complete as applicable.
1. Plan Provision:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Effective Date: ____________________________
2. Plan Provision:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Effective Date: ____________________________
3. Plan Provision:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Effective Date: ____________________________
4. Plan Provision:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Effective Date: ____________________________
5. Plan Provision:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Effective Date: ____________________________
SCHEDULE B
PRIOR PLAN PROVISIONS
This Schedule should be used if a prior plan contains provisions not found in
Basic Plan Document #01, or where the Employer wishes to document transactions
or historical provisions of the Employer's Plan.
1. Plan Provision:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Effective Date: ____________________________
2. Plan Provision:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Effective Date: ____________________________
3. Plan Provision:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Effective Date: ____________________________
4. Plan Provision:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Effective Date: ____________________________
5. Plan Provision:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Effective Date: ____________________________
SCHEDULE C
PREAMENDMENT OPERATION OF THE PLAN
The following are the adopting Employer's elective Plan provisions which conform
the terms of this Prototype Plan to the preamendment operation of the Plan
during the transition period between the earliest effective date under GUST
(as defined below) and the effective date of adoption of this Prototype Plan
and Trust which takes into account all of the changes in the qualification
requirements made by the following: The Uruguay Round Agreements, Pub. L. 103-
465 (GATT); The Uniformed Services Employment and Reemployment Rights Act of
1994, Pub. L. 103-353 (USERRA); The Small Business Job Protection Act of 1996,
Pub. L. 104-188 (SBJPA) [including Section 414(u) of the Internal Revenue Code];
The Taxpayer Relief Act of 1997, Pub. L. 105-34 (TRA'97); and The Internal
Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206 (IRSRRA)
and The Community Renewal Tax Relief Act of 2000, Pub. L. 106-554 (CRA),
hereinafter referred to collectively as GUST.
Complete as applicable and appropriate.
I. PLAN PROVISION: HIGHLY COMPENSATED EMPLOYEES
For Plan Years beginning after 1996, the Employer may elect a "Top-Paid
Group" election and the Calendar Year Data election to determine the
definition of Highly Compensated Employee:
[ ] A. Top-Paid Group Election: A Participant (who is not a 5% owner
at any time during the determination year or the look-back
year) who earned more than $80,000 as indexed for the look-back
year is a Highly Compensated Employee if the Employee was in
the Top-Paid Group for the look-back year. The election was
applicable for:
[ ] 1. 1997 Plan Year.
[ ] 2. 1998 Plan Year.
[ ] 3. 1999 Plan Year.
[ ] 4. 2000 Plan Year.
[ ] 5. 2001 Plan Year.
[ ] 6. 2002 Plan Year.
[ ] B. Calendar Year Data Election: In determining who is a Highly
Compensated Employee (other than a 5% owner) the Employer makes
a calendar year data election. The look-back year is the
calendar year beginning with or within the look-back year.
The election was applicable for:
[ ] 1. 1998 Plan Year.
[ ] 2. 1999 Plan Year.
[ ] 3. 2000 Plan Year.
[ ] 4. 2001 Plan Year.
[ ] 5. 2002 Plan Year.
If the elections above are made, such election shall apply to all
Plans maintained by the Employer.
[ ] C. Calendar Year Calculation Election (for 1997 Plan Year only):
Indicate below whether the Calendar Year calculation election
was made for Plan Years beginning in 1997:
[ ] Yes [ ] No
II. PLAN PROVISION: FAMILY AGGREGATION
Did the Pre-SBJPA Family Aggregation rules of Code Sections 401(a)(17)
(a) and 414(q)(6), both in effect for Plan Years beginning before January
1, 1997, continue to apply for any purpose for Plan Years beginning after
1996?
[x] No
[ ] Yes; explain the application:
__________________________________________________________________
__________________________________________________________________
If this rule was subsequently discontinued, indicate when rule no
longer applied:
__________________________________________________________________
__________________________________________________________________
EMPLOYERS WHO ADOPT THIS PROTOTYPE PLAN MAY NOT ELECT TO CONTINUE
TO APPLY THE PRE-SBJPA FAMILY AGGREGATION RULES.
III. PLAN PROVISION: COMBINED PLAN LIMIT OF CODE SECTION 415(E)
Did the Employer maintain a Defined Benefit Plan prior to January 1,
2000?
[ ] Yes [x] No
Did the Plan continue to apply the combined Plan limit of Code Section
415(e) (as in effect for Limitation Years beginning before January 1,
2000) in limitation years beginning after December 31, 1999, to the
extent that such election conforms to the Plan's operation?
[ ] Yes [x] No
If yes, specify provisions below that will satisfy the 1.0 limitation
of Code Section 415(e). Such language must preclude Employer discretion.
The Employer must also specify the interest and mortality assumptions
used in determining Present Value in the Defined Benefit Plan.
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
EMPLOYERS WHO ADOPT THIS PROTOTYPE PLAN MAY NOT ELECT TO CONTINUE TO
APPLY THE COMBINED PLAN LIMIT OF CODE SECTION 415(E) IN YEARS BEGINNING
AFTER THE DATE THE EMPLOYER ADOPTS ITS GUST-RESTATED PLAN.
IV. PLAN PROVISION: NONDISCRIMINATION TESTING
The Small Business Job Protection Act permits the Employer to use the
ADP and/or ACP of Non-Highly Compensated Employees for the prior year
or current year in determining whether the plan satisfied the
nondiscrimination tests.
Employers who adopt this Prototype Plan must use the same testing method
for both the ADP and ACP tests for Plan Years beginning on or after the
date the Employer adopts this GUST-restated Plan. This restriction
does not apply with respect to Plan Years beginning before the date
the Employer adopts this GUST-restated plan.
1. ADP TESTING ELECTION:
[x] a. Current year data for all Participants was used.
[x] 1. 1997 Plan Year.
[x] 2. 1998 Plan Year.
[x] 3. 1999 Plan Year.
[x] 4. 2000 Plan Year.
[x] 5. 2001 Plan Year.
[x] 6. 2002 Plan Year.
[ ] b. Prior year data for Participants who are Non-Highly Compensated
Employees was used.
[ ] 1. 1997 Plan Year.
[ ] 2. 1998 Plan Year.
[ ] 3. 1999 Plan Year.
[ ] 4. 2000 Plan Year.
[ ] 5. 2001 Plan Year.
[ ] 6. 2002 Plan Year.
2. ACP TESTING ELECTION:
[x] a. Current year data for all Participants was used.
[x] 1. 1997 Plan Year.
[x] 2. 1998 Plan Year.
[x] 3. 1999 Plan Year.
[x] 4. 2000 Plan Year.
[x] 5. 2001 Plan Year.
[x] 6. 2002 Plan Year.
[ ] b. Prior year data for Participants who are Non-Highly Compensated
Employees was used.
[ ] 1. 1997 Plan Year.
[ ] 2. 1998 Plan Year.
[ ] 3. 1999 Plan Year.
[ ] 4. 2000 Plan Year.
[ ] 5. 2001 Plan Year.
[ ] 6. 2002 Plan Year.
V. PLAN PROVISION: FIRST PLAN YEAR TESTING ELECTIONS
For a new 401(k) Plan, the Employer could use either the current or
prior year testing methods as well as a rule that deems the prior year
ADP/ACP to be 3%.
1. ADP TESTING ELECTION:
[ ] a. Current year data for all Participants was used.
[ ] 1. 1997 Plan Year.
[ ] 2. 1998 Plan Year.
[ ] 3. 1999 Plan Year.
[ ] 4. 2000 Plan Year.
[ ] 5. 2001 Plan Year.
[ ] 6. 2002 Plan Year.
[ ] b. Current year data for Participants who are Highly Compensated
Employees was used. The ADP for Participants who are Non-Highly
Compensated Employees was assumed to be 3% or the actual ADP
if greater.
[ ] 1. 1997 Plan Year.
[ ] 2. 1998 Plan Year.
[ ] 3. 1999 Plan Year.
[ ] 4. 2000 Plan Year.
[ ] 5. 2001 Plan Year.
[ ] 6. 2002 Plan Year.
2. ACP TESTING ELECTION:
[ ] a. Current year data for all Participants was used.
[ ] 1. 1997 Plan Year.
[ ] 2. 1998 Plan Year.
[ ] 3. 1999 Plan Year.
[ ] 4. 2000 Plan Year.
[ ] 5. 2001 Plan Year.
[ ] 6. 2002 Plan Year.
[ ] b. Current year data for Participants who are Highly Compensated
Employees was used. The ACP for Participants who are Non-Highly
Compensated Employees was assumed to be 3% or the actual ACP
if greater.
[ ] 1. 1997 Plan Year.
[ ] 2. 1998 Plan Year.
[ ] 3. 1999 Plan Year.
[ ] 4. 2000 Plan Year.
[ ] 5. 2001 Plan Year.
[ ] 6. 2002 Plan Year.
VI. PLAN PROVISION: DISTRIBUTION ALTERNATIVES FOR PARTICIPANTS WHO ARE NOT
A MORE THAN 5 % OWNER
Select (A), (B), (C) and/or (D), whichever is applicable. Subsection (D)
must be selected to the extent that there would otherwise be an
elimination of a pre-retirement age 701/2 distribution option for
Employees other than those listed above.
[ ] A. Any Participant who has not had a separation from Service who
had attained age 701/2 in years after 1995 may elect by April
1 of the calendar year following the calendar year in which
the Participant attained age 701/2 (or by December 31, 1997,
in the case of a Participant attaining age 701/2 in 1996) to
defer distributions until the calendar year in which the
Participant retires. If no such election is made, the
Participant will begin receiving distributions by the April 1
of the calendar year following the calendar year in which the
Participant attained age 701/2 (or by December 31, 1997, in
the case of a Participant attaining age 701/2 in 1996).
[ ] B. Any Participant who has not had a separation from Service
and is currently in benefit payment status because of
attainment of age 701/2 in years prior to 1997 may elect to
stop distributions and recommence by the April 1 of the
calendar year following the calendar year in which the
Participant retires. There is either (select one):
[ ] 1. a new Annuity Starting Date upon recommencement, or
[ ] 2. no new Annuity Starting Date upon recommencement.
[ ] C. Any Participant who has not had a separation from Service,
and is currently in benefit payment status because of
attainment of age 701/2 in 1997 or in a later year (or
attained age 701/2 in 1996, but had not commenced required
minimum distributions in 1996) may elect to stop distributions
and recommence by the April 1 of the calendar year following
the calendar year in which the Participant retires. There is
either (select one):
[ ] 1. a new Annuity Starting Date upon recommencement, or
[ ] 2. no new Annuity Starting Date upon recommencement.
[x] D. The pre-retirement distribution option is only eliminated with
respect to Employees who reach age 701/2 in or after a calendar
year that begins after the later of December 31, 1998, or the
adoption of the amendment to the Plan. The pre-retirement age
701/2 distribution option is an optional form of benefit under
which benefits are payable in a particular distribution form
(including any modifications that maybe elected after benefit
commencement) and commencing at a time during the period that
begins on or after January 1 of the calendar year following
the calendar year in which an Employee attains age 701/2 and
ends April 1 of the immediately following calendar year.
VII. PLAN PROVISION: MANDATORY CASH-OUT RULE
[x] For Plan Years beginning after August 9, 1997, the $3,500 cash-out
limit is increased to $5,000.
VIII. PLAN PROVISION: 30-DAY WAIVER PERIOD
For Plan Years beginning after December 31, 1996, if the plan is
subject to the Joint and Survivor rules, did the plan provide
distributions prior to the expiration of the 30-day waiting period?
[ ] Yes [ ] No
IX. PLAN PROVISION: SUSPENSION OF LOAN REPAYMENTS
On or after December 12, 1994, did the Employer permit the suspension
of loan repayments due to qualified military leave?
[x] Yes [ ] No
Effective Date: 1/1/2002
X. PLAN PROVISION: HARDSHIP DISTRIBUTIONS TREATED AS ELIGIBLE ROLLOVER
DISTRIBUTIONS
The Employer had the option with respect to Hardship distributions
made after December 31, 1998, to treat as eligible rollover
distributions, or to delay the Effective Date until January 1, 2000.
Hardship distributions were not treated as eligible rollover
distributions effective as of:
[x] January 1, 1999
[ ] January 1, 2000
[ ] Other (specify date): ____________________________________________
XI. PLAN PROVISION: 401(K) SAFE HARBOR PROVISIONS
For Plan Years beginning after 1998, the Employer may implement safe
harbor provisions under Code Sections 401(m)(11) and 401(k)(12). Did the
plan elect safe harbor status?
[ ] Yes
[x] No
If yes, enter the formulas below:
Date Plan Year Begins Section 401(k) Section 401(m)
--------------------- -------------- --------------
______/_______/99
______/_______/00
______/_______/01
______/_______/02
XII. OTHER PLAN PROVISIONS:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Effective Date: _______________________________
SCHEDULE D
SAFE HARBOR ELECTIONS FOR FLEXIBLE NON-ELECTIVE CONTRIBUTION
The following elections are made with regard to the Plan's Safe Harbor status
pursuant to Section VII herein. For Plan Years indicated below, the Plan hereby
invokes a Safe Harbor status in accordance with IRS Notices 98-52 and 2000-3.
For all Plan Years in which this Safe Harbor election is being made, the
limitations and restrictions found in Section VII herein apply.
1. For the Plan Year beginning _____ and ending _____, the Employer hereby
invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe
Harbor Contribution will be an amount equal to _____% (not less than 3%)
of Compensation. This election is made on this _____ day of _____, _____
(date may not be later than 30 days prior to the end of the Plan Year in
which such election is being made).
2. For the Plan Year beginning _____ and ending _____, the Employer hereby
invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe
Harbor Contribution will be an amount equal to _____% (not less than 3%)
of Compensation. This election is made on this _____ day of _____, _____
(date may not be later than 30 days prior to the end of the Plan Year in
which such election is being made).
3. For the Plan Year beginning _____ and ending _____, the Employer hereby
invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe
Harbor Contribution will be an amount equal to _____% (not less than 3%)
of Compensation. This election is made on this _____ day of _____, _____
(date may not be later than 30 days prior to the end of the Plan Year in
which such election is being made).
4. For the Plan Year beginning _____ and ending _____, the Employer hereby
invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe
Harbor Contribution will be an amount equal to _____% (not less than 3%)
of Compensation. This election is made on this _____ day of _____, _____
(date may not be later than 30 days prior to the end of the Plan Year in
which such election is being made).
5. For the Plan Year beginning _____ and ending _____, the Employer hereby
invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe
Harbor Contribution will be an amount equal to _____% (not less than 3%)
of Compensation. This election is made on this _____ day of _____, _____
(date may not be later than 30 days prior to the end of the Plan Year in
which such election is being made).
SCHEDULE E
COLLECTIVE AND COMMINGLED FUNDS
The Trustee is authorized to invest all or any part of the Fund in the following
Collective and Commingled Funds as provided for in the Basic Plan Document #01:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
AMENDMENT
TO THE
STANDARDIZED
CASH OR DEFERRED PROFIT-SHARING PLAN
ADOPTION AGREEMENT #009
1. Except as otherwise noted, effective as of the first day of the first
Plan Year beginning after December 31, 2001, Section VI of the
Standardized Cash or Deferred Profit-Sharing Plan Adoption Agreement #009
entitled "EMPLOYEE CONTRIBUTIONS" is amended by adding the following new
sections:
"J. CATCH-UP CONTRIBUTIONS (SELECT ONE):
[x] 1. Shall apply to contributions after 12/31/2001. (enter
December 31, 2001 or a later date).
[ ] 2. Shall not apply.
K. DIRECT ROLLOVERS:
The Plan will accept a Direct Rollover of an Eligible Rollover
Distribution from (check each that apply):
[ ] 1. A Qualified Plan described in Code Section 401(a) or 403(a),
excluding Voluntary After-tax Contributions.
[x] 2. A Qualified Plan described in Code Section 401(a) or 403(a),
including Voluntary After-tax Contributions.
[x] 3. An annuity contract described in Code Section 403(b), excluding
Voluntary After-tax Contributions.
[x] 4. An eligible plan under Code Section 457(b) which is maintained
by a state, political subdivision of a state, or an agency or
instrumentality of a state or political subdivision of a state.
L. PARTICIPANT ROLLOVER CONTRIBUTIONS FROM OTHER PLANS:
The Plan will accept a Participant Rollover Contribution of an
Eligible Rollover Distribution from (check only those that apply):
[x] 1. A Qualified Plan described in Code Section 401(a) or
403(a).
[x] 2. An annuity contract described in Code Section 403(b).
[x] 3. An eligible plan under Code Section 457(b) which is
maintained by a state, political subdivision of a state,
or any agency or instrumentality of a state or political
subdivision of a state.
M. PARTICIPANT ROLLOVER CONTRIBUTIONS FROM IRAS:
The Plan (select one):
[x] 1. will
[ ] 2. will not
accept a Participant Rollover Contribution of the portion of a
distribution from an Individual Retirement Account [which was
not used as a conduit from a Qualified Plan] or Annuity
described in Code Section 408(a) or 408(b) that is eligible to
be rolled over and would otherwise be includable in gross
income.
N. EFFECTIVE DATE OF DIRECT ROLLOVER AND PARTICIPANT ROLLOVER
CONTRIBUTION PROVISIONS:
The provisions of (K), (L), and (M) above, as they apply to
Paragraph 4.4 of the Basic Plan Document #01 entitled "Rollover
Contributions" shall be effective 1/1/2002 (enter a date no earlier
than January 1, 2002)."
2. Section VIII(A) of the Standardized Cash or Deferred Profit-Sharing Plan
Adoption Agreement #009 entitled, "EMPLOYER CONTRIBUTIONS" will be
amended effective _______________ by the addition of a new type of
contribution which is eligible to receive an Employer Matching
Contribution which shall read as follows:
"6. CATCH-UP CONTRIBUTIONS:
[x] a. Catch-Up contributions made by the Participants will not be
matched by the Employer.
[ ] b. Catch-Up Contributions made by the Participants will be matched
on the same formula, terms and conditions as provided in
Section VIII of the Adoption Agreement. A Matching Contribution
will be made on the basis of the contribution type(s) selected
below:
[ ] i. Elective Deferrals
[ ] ii. 403(b) Deferrals"
3. Section XI of the Standardized Cash or Deferred Profit-Sharing Plan
Adoption Agreement #009 entitled, "MULTIPLE PLANS MAINTAINED BY THE SAME
EMPLOYER, LIMITATIONS ON ALLOCATIONS, AND TOP-HEAVY CONTRIBUTIONS" will
be amended effective ___________ by the addition of a new paragraph (C)
which shall read as follows:
"C. MINIMUM BENEFITS FOR EMPLOYEES ALSO COVERED UNDER ANOTHER PLAN:
The Employer should describe below the extent, if any, to which
the Top-Heavy Minimum Benefit requirements of Code Section 416(c)
and paragraph 14.2 of the Basic Plan Document #01 shall be met in
another plan. Please list the name of the other plan, the minimum
benefit that will be provided under such other plan, and the
Employees who will receive the minimum benefit under such other
plan."
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
4. Section XIII of the Standardized Cash or Deferred Profit-Sharing Plan
Adoption Agreement #009 entitled, "VESTING" will be amended effective
__________________ by the addition of a new paragraph (E) which shall
read as follows:
Note: First select to whom the vesting schedule will apply. Number 1
should be elected if only active Participants' Matching
Contributions accounts will be affected. Letter (a) should be
selected if the Employer wishes only to change the vesting
schedule for contributions made to the Plan after December 31,
2001. Letter (b) should be selected if the Employer wants to
change the vesting schedule for all Matching Contributions to the
Plan (regardless of when made). Number 2 should be selected if
the Employer wants to change the vesting schedule on Matching
Contributions for all Participants - regardless of whether they
are active or inactive. The applicable vesting schedule shall be
selected from number 3 through 7 below.
"E. VESTING OF EMPLOYER MATCHING CONTRIBUTIONS:
[ ] 1. Plan Participants with one Hour of Service for Plan Years
beginning after 2001:
[ ] a. Vesting of Employer Matching Contributions as described in
paragraph 9.7 of the Basic Plan Document #01 shall apply
only to Matching Contributions attributable to a Plan
Year beginning after December 31, 2001.
[ ] b. Vesting of Employer Matching Contributions as described
in paragraph 9.7 of the Basic Plan Document #01 shall
apply to all Participants with an account balance derived
from Employer Matching Contributions.
[ ] 2. All Plan Participants:
The vesting schedule of Employer Matching Contributions as
described in paragraph 9.2 of the Basic Plan Document #01
shall be selected below and shall apply to all Participants
with an account balance derived from Employer Matching
Contributions.
The vesting schedule for Employer Matching Contributions shall
be as follows:
[ ] 3. Not applicable. There are no Matching Contributions made to
the Plan.
[x] 4. Not applicable. The current formula(s) are equal to or
greater than the three year cliff or six year graded vesting
schedules.
[ ] 5. A Participant's account balance derived from Employer Matching
Contributions shall be fully and immediately vested.
[ ] 6. A Participant's account balance derived from Employer Matching
Contributions shall be nonforfeitable upon the Participant's
completion of three (3) years of vesting Service.
[ ] 7. A Participant's account balance derived from Employer Matching
Contributions shall vest according to the following schedule:
Years of Vesting Service Vested Percentage
------------------------ -----------------
2 20%
3 40%
4 60%
5 80%
6 100%
5. Section XV of the Standardized Cash or Deferred Profit-Sharing Plan
Adoption Agreement #009 entitled, "IN-SERVICE WITHDRAWALS" will be
amended by the addition of a new paragraph (C) which shall read as
follows:
"C. SUSPENSION PERIOD FOR HARDSHIP DISTRIBUTION (SELECT ONE):
[x] 1. A Participant who receives a distribution in calendar year
2001 on account of Hardship shall be prohibited from making
Elective Deferrals and Voluntary After-tax Contributions under
this and all other plans of the Employer for six (6) months
after receipt of the distribution or until January 1, 2002, if
later.
[ ] 2. A Participant who receives a distribution in calendar year
2001 on account of Hardship shall be prohibited from making
Elective Deferrals and Voluntary After-tax Contributions under
this and all other plans of the Employer for the period
specified in the provisions of the Plan relating to suspension
of Elective Deferrals that were in effect prior to this
Amendment."
6. Section XVIII of the Standardized Cash or Deferred Profit-Sharing Plan
Adoption Agreement #009 entitled, "DISTRIBUTION OPTIONS" will be amended
effective 1/1/2002 by the addition of the following:
"E. TREATMENT OF ROLLOVERS IN APPLICATION OF INVOLUNTARY CASH-OUT
PROVISIONS:
The Plan (select one):
[x] Elects to exclude Rollover Contributions in determining the
value of the Participant's nonforfeitable account balance for
purposes of the Plan's involuntary cash-out rules.
[ ] Does not elect to exclude Rollover Contributions in determining
the value of the Participant's nonforfeitable account balance
for purposes of the Plan's involuntary cash-out rules.
If the Employer has elected to exclude Rollover Contributions, the
election shall apply with respect to distributions made after
1/1/2002 (enter a date no earlier than December 31, 2001) with
respect to Participants who separated from Service after 1/1/2002
(enter the date; this date may be earlier than December 31, 2001)."
F. DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT:
Distribution upon severance from employment as described in
paragraph 6.6(d) of the Basic Plan Document #01 shall apply for
distributions after 1/1/2002 (enter a date no earlier than December
31, 2001):
[x] regardless of when the severance from employment occurred.
[ ] for severance from employment occurring after _______________
(enter the Effective Date if different than the Effective Date
above).
Executed this _______ day of ___________________
Thomasville Bancshares, Inc.
_________________________________
Signed by
_________________________________
Signature
AMENDMENT TO THE ADOPTION AGREEMENT FOR THE
FINAL AND TEMPORARY MINIMUM DISTRIBUTION RULES
OF CODE SECTION 401(a)(9)
Except as otherwise noted, effective as of the first day of the first Plan
Year beginning after December 31, 2001, on the Adoption Agreement the section
entitled "Distribution Options" is amended by adding the following new section
to the Adoption Agreement.
MINIMUM DISTRIBUTION REQUIREMENTS
Check and complete Section A below if any required minimum distributions for
the 2002 distribution calendar year were made in accordance with the Section
401(a)(9) Final and Temporary Regulations.
[x] A. EFFECTIVE DATE OF PLAN AMENDMENT FOR SECTION 401(A)(9) FINAL AND
TEMPORARY TREASURY REGULATIONS.
Article XVII, Minimum Distribution Requirements, applies for
purposes of determining Required Minimum Distributions for
Distribution Calendar Years beginning with the 2003 calendar year,
as well as Required Minimum Distributions for the 2002 Distribution
Calendar Year that are made on or after 1/1/2002 (insert Effective
Date).
Check and complete any of the remaining sections if you wish to modify the
rules in paragraphs 17.7 and 17.12 of Article XVII of the Plan.
[ ] B. ELECTION TO APPLY 5-YEAR RULE TO DISTRIBUTIONS TO DESIGNATED
BENEFICIARIES:
If the Participant dies before distributions begin and there is a
designated Beneficiary, distribution to the designated Beneficiary
is not required to begin by the date specified in paragraph 17.7 of
the Basic Plan Document #01 but the Participant's entire interest
will be distributed to the designated Beneficiary by December 31
of the calendar year containing the fifth anniversary of the
Participant's death. If the Participant's surviving Spouse is the
Participant's sole designated Beneficiary and the surviving Spouse
dies after the Participant but before distributions to either the
Participant or the surviving Spouse begin, this election will
apply as if the surviving Spouse were the Participant.
This election will apply to:
[ ] 1. All distributions.
[ ] 2. The following distributions:
__________________________________
[ ] C. ELECTION TO ALLOW PARTICIPANTS OR BENEFICIARIES TO ELECT 5-YEAR
RULE:
Participants or Beneficiaries may elect on an individual basis
whether the 5-year rule or the life expectancy rule in paragraph
17.7 and 17.12 of the Basic Plan Document #01 applies to
distributions after the death of a Participant who has a designated
Beneficiary. The election must be made no later than the earlier
of September 30 of the calendar year in which distribution would be
required to begin under paragraph 17.7, or by September 30 of the
calendar year which contains the fifth anniversary of the
Participant's (or, if applicable, surviving Spouse's) death. If
neither the Participant nor Beneficiary makes an election under
this paragraph, distributions will be made in accordance with
paragraph 17.7 and 17.12 of the Basic Plan Document #01 and, if
applicable, the elections in section B above.
[ ] D. ELECTION TO ALLOW DESIGNATED BENEFICIARY RECEIVING DISTRIBUTIONS
UNDER 5-YEAR RULE TO ELECT LIFE EXPECTANCY DISTRIBUTIONS:
A designated Beneficiary who is receiving payments under the
5-year rule may make a new election to receive payments under
the life expectancy rule until December 31, 2003, provided that
all amounts that would have been required to be distributed under
the life expectancy rule for all distribution calendar years before
2004 are distributed by the earlier of December 31, 2003 or the end
of the 5-year period.
IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
___________ day of _____________________.
Thomasville Bancshares, Inc.
_________________________________
Signed by
_________________________________
Signature
