Exhibit 4.6
XXXXX, XXXXXX & XXXXXX
PROTOTYPE DEFINED CONTRIBUTION PLAN
401(K) PLAN
ADOPTION AGREEMENT
JANUARY 1, 1989
1. NAME AND ADDRESS OF EMPLOYER:
UNION BANKSHARES, LTD.
0000 XXXXXXXX XXXXXX, XXXXX 000
XXXXXX, XXXXXXXX 00000
2. ADOPTION OF PLAN: The Employer hereby adopts the "Union Bankshares, Ltd.
Profit Sharing 401(k) Plan." The terms of the Plan are set forth in (a)
this Adoption Agreement, and (b) the Xxxxx, Xxxxxx & Xxxxxx Prototype
Defined Contribution Plan dated January 1, 1989. The Plan defines the
capitalized words in this Adoption Agreement.
3. NATURE OF BUSINESS: The Employer is a /X/ C corporation; S corporation;
partnership; sole proprietorship; or
(describe other entity); and is engaged in the following business: BANKING.
4. IDENTIFYING NUMBERS: Employer Identification No.: 00-0000000; Plan Serial
No.: 001.
5. PLAN YEAR: The Plan Year of the Employer is the twelve-consecutive-month
period ending on the last day of DECEMBER.
6. (X) NEW PLAN AND TRUST AND EFFECTIVE DATE: (check if applicable) This
is a new Plan and Trust and is effective on the first day of October
1993. The initial Anniversary Date is the last day of September 1994.
7. ( ) AMENDMENT OF PRIOR PLAN AND TRUST AND EFFECTIVE DATE: (check if
applicable) This is an Amendment in its entirety of the Employer's
existing retirement plan and trust agreement, as heretofore amended
("Prior Plan"). The effective date of the Prior Plan was the first day
of 19 . The initial Anniversary Date of the Prior Plan was
the last day of , 19 . This Amendment is intended to
qualify under Code ss. 401(a) and is effective as of the first day of
the Plan Year beginning after December 31, 1986 as to those provisions
of the Tax Reform Act
of 1986 that (a) relate to plan qualification under Code ss. 401(a),
(b) and are effective for Plan Years beginning before January 1, 1989.
This amendment is effective as of the first day of the Plan Year
beginning on or after January 1, 1989 as to all other provisions.
8. ELIGIBILITY TO ENTER PLAN: An Employee may enter the Plan as provided in
Section 3.1 of the Plan on the Entry Date coinciding with or next following
the date the Employee satisfies the requirements of (a), (b) and (c) below.
(a) MINIMUM AGE: The Employee is 21 years old (not greater than "21").
(b) YEARS OF ELIGIBILITY SERVICE: The Employee has 1 Year of Service.
(Enter not more than "one.")
(c) OTHER: (complete if applicable) The Employee is .
(Do not enter age or service conditions here.)
9. ENTRY DATES: The Employee will enter the Plan on the Entry Date which is:
(check one)
(X) FIRST OR SEVENTH: The first day of the first or seventh calendar month
of the Plan Year.
( ) OTHER:
(enter a date or dates that are no later than the earlier of the first
day of the next Plan Year or six months after the Employee satisfies
the conditions under Section 8 above).
10. METHOD OF COMPUTING YEARS OF SERVICE: Years of Service will be computed
under: (check one)
(X) HOURS OF SERVICE: The Hours of Service Method described in Section 3.3
of the Plan computed as follows: (check one)
(X) ACTUAL HOURS: An Employee will be credited on the basis of actual
hours for which the Employee is paid or is entitled to payment.
( ) BASED ON DAYS WORKED: An Employee will be credited with 10
Hours of Service per day if, under Section 3.5 of the Plan, such
Employee would be credited with at least one Hour of Service
during the day.
( ) BASED ON WEEKS WORKED: An Employee will be credited with 45
Hours of Service per calendar week if, under Section 3.5 of
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the Plan, such Employee would be credited with at least one Hour
of Service during the week.
( ) BASED ON MONTHS WORKED: An Employee will be credited with 190
Hours of Service per calendar month if, under Section 3.5 of the
Plan, such Employee would be credited with at least one Hour of
Service during the month.
( ) CONTINUOUS SERVICE: The Continuous Service Method described in
Section 3.4 of the Plan.
11. (X) REQUIRED EMPLOYEE SALARY REDUCTION DEFERRAL OR REQUIRED AFTER-TAX
CONTRIBUTION: (check if applicable) A Participant will be eligible to
share in Employer Matching Contributions for each Plan Year in which
the Participant makes a Required Salary Reduction Deferral or a
Required After-Tax Contribution or a combination of both under (a) and
(b) below (check if applicable):
(a) (X) REQUIRED SALARY REDUCTION DEFERRAL: The Participant
enters into a written Salary Reduction Agreement with the
Employer and agrees to accept a Salary Reduction Deferral of
from 2% up to 6% of Compensation. Such Deferral must not
exceed the lesser of 6% of Compensation or $7,000, as
increased for cost-of-living adjustments by law or
regulation.
(b) ( ) REQUIRED AFTER-TAX CONTRIBUTION: The Participant
contributes from % up to % of Compensation not to
exceed a maximum of 6% of Compensation.
(c) MAXIMUM: The Participant's combined Required Salary Reduction
Deferral and Required After-Tax Contribution under this Section
11 may not exceed 6% of Compensation.
12. (X) OPTIONAL EMPLOYEE SALARY REDUCTION DEFERRALS OR AFTER-TAX
CONTRIBUTIONS: A Participant may make optional Salary Reduction
Deferrals or After-Tax Contributions or a combination of both under
(a) and (b) below (check if applicable):
(a) (X) OPTIONAL SALARY REDUCTION DEFERRAL: The Participant
enters into a written Salary Reduction Agreement with the
Employer and agrees to accept a Salary Reduction Deferral of
from 7% up to 15% of Compensation.
(b) ( ) OPTIONAL AFTER-TAX CONTRIBUTION: The Participant
contributes from % to % of Compensation.
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(c) MAXIMUM: The Participant's combined Required Salary Reduction
Deferrals under Section 11 and the Optional Salary Reduction
Deferral under this Section may not exceed $7,000, as increased
for cost-of-living adjustments by law or regulation.
(d) Participants who claim Excess Salary Reduction Deferrals for the
preceding taxable year must submit their claims in writing to the
Plan Administrator according to Section 13.7(a) of the Plan by
March 15.
13. EMPLOYER CONTRIBUTIONS:
(a) SALARY REDUCTION CONTRIBUTIONS: For each Plan Year, the Employer
will contribute an amount equal to the Required and Optional
Salary Reduction Deferrals set forth in the Salary Reduction
Agreements entered into for such Plan Year. Any such
contributions will be allocated to the Salary Reduction Account
of each Participant entitled thereto pursuant to the applicable
Salary Reduction Agreement and will be 100% vested in such
Participant.
(b) (X) REQUIRED MATCHING CONTRIBUTIONS: (check if applicable)
For each Plan Year, the Employer will contribute to the
Trust Fund:
(i) AMOUNT OF REQUIRED MATCHING CONTRIBUTIONS: (check one)
( ) A DEFINITE PERCENT: An amount equal to 100% of the
Required Salary Reduction Deferrals and Required
After-Tax Contributions;
(X) A DEFINITE PERCENT LIMITED TO A PERCENT OF
COMPENSATION: An amount equal to 50% of the Required
Salary Reduction Deferrals and Required After-Tax
Contributions not to exceed 3% of each Participant's
Compensation.
( ) A DEFINITE PERCENT FOR YEARS OF SERVICE: An amount
for each Participant equal to the percent of the first
% of Required Salary Reduction Deferrals and
Required After-Tax Contributions that is listed below
opposite the Years of Service for such Participant as
of the end of the Plan Year.
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Percentage of
Required Salary Reduction
Completed Deferrals and Required
Years of Service After-Tax Contributions
---------------- -----------------------
%
---- ----
%
---- ----
%
---- ----
%
---- ----
%
---- ----
%
---- ----
%
---- ----
%
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(ii) ALLOCATION AND VESTING OF REQUIRED MATCHING CONTRIBUTIONS: (check
one)
( ) QUALIFIED MATCHING CONTRIBUTIONS: Any Matching
Contributions will be 100% vested and will be allocated to
the Qualified Contributions Account of each Participant
entitled thereto.
( ) OTHER: Any Matching Contributions will be subject to the
vesting schedule and will be allocated to the Employer
Contributions Account of each Participant entitled thereto.
(c) ( ) DISCRETIONARY QUALIFIED MATCHING CONTRIBUTIONS: (check if
applicable) For each Plan Year, the Employer may contribute
Qualified Matching Contributions to the Trust Fund in an amount
which the Employer may determine in its discretion. Qualified
Matching Contributions will be 100% vested and will be allocated
among the Qualified Contributions Accounts of either all the
Participants determined under Section 3.2 of the Plan who made
Required Contributions for such Plan Year or only such Non-Highly
Compensated Participants who made Required Contributions for such
Plan Year as determined by the Employer in its sole discretion
for such Plan Year. Each Plan Year for which the Employer makes
Qualified Matching Contributions, the Employer will specify in a
written resolution whether or not such Contributions will be
limited to Non-Highly Compensated Participants. Any allocation
will be made in proportion to all of the Compensation of the
eligible Participants for the portion of the Plan Year during
which they were Participants.
(d) ( ) DISCRETIONARY QUALIFIED NONELECTIVE CONTRIBUTIONS: (check if
applicable) For each Plan Year, the Employer may contribute
Qualified Nonelective Contributions to the Trust Fund in an
amount which the
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Employer may determine in its discretion. Qualified Nonelective
Contributions will be 100% vested and will be allocated among the
Qualified Contributions Accounts of either all the Participants
determined under Section 3.2 of the Plan or only such Non-Highly
Compensated Participants for such Plan Year as determined by the
Employer in its sole discretion for such Plan Year. Each Plan
Year for which the Employer makes Qualified Nonelective
Contributions, the Employer will specify in a written resolution
whether or not such Contributions will be limited to Non-Highly
Compensated Participants. Any allocation will be made in
proportion to all of the Compensation of the eligible
Participants for the portion of the Plan Year during which they
were Participants.
(e) (X) PROFIT SHARING EMPLOYER CONTRIBUTIONS: (check if applicable)
For each Plan Year, the Employer may contribute to the Trust Fund
an amount which the Employer determines in its discretion. The
Contributions under this subsection will be subject to the
vesting schedule and will be allocated among the Employer
Contributions Accounts of Participants determined under Section
3.2 of the Plan for such Plan Year: (check one or both)
(X) in proportion to all of their Compensation for the portion of the
Plan Year during which they were Participants regardless of
whether such Participants made any Contributions.
(X) as Matching Contributions in proportion to such Participant's
*Salary Reduction or After-Tax Contributions.
* Required
(f) FORFEITURES: (check one)
(X) NO REDUCTION: Forfeitures will not reduce Employer Contributions
but will be allocated in the same manner as Matching
Contributions or, if none, in proportion to all of the
Compensation of the Participants determined under Section 3.2 of
the Plan for the portion of the Plan Year during which they were
Participants. Forfeitures will be subject to the same limitations
as Employer Contributions.
( ) REDUCTION: Forfeitures will reduce Employer Contributions;
provided, however, that Excess Aggregate Contributions will not
reduce Matching Contributions.
(g) SOURCE OF EMPLOYER CONTRIBUTIONS: (check one)
( ) PROFITS REQUIRED: Any amount contributed under this Section
(other than under (a) above) will not exceed Adjusted Net Income
for such Plan Year
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and will be adjusted and allocated on a pro rata basis to the
appropriate accounts if such Adjusted Net Income is insufficient.
(X) PROFITS NOT REQUIRED: Any amount contributed under this
Section will be determined without regard to Adjusted Net Income.
14. WITHDRAWALS AND LOANS: (cross out the word(s) in parentheses if not
applicable)
(a) WITHDRAWALS OF EMPLOYER CONTRIBUTIONS (excluding Salary Reduction
Contributions): An Employee (may not) withdraw Employer Contributions
as set forth in Section 7.7 of the Plan.
(b) HARDSHIP WITHDRAWALS: An Employee (may) withdraw from his Account for
hardship as set forth in Section 13.16 of the Plan.
(c) LOANS: An Employee (may not) borrow from his Account as set forth
in Section 7.10 of the Plan.
15. LIMITATIONS ON BENEFIT ACCRUAL: The Participant will be eligible to
share in Employer Contributions and Forfeitures for all Service in the
Plan Year provided:
(a) IF THE HOURS OF SERVICE METHOD UNDER SECTION 3.3 APPLIES: (check if
applicable)
( ) 1,000 HOURS: The Participant is credited with at least 1,000
Hours of Service, as described in Section 3.5 of the Plan, during
the Plan Year (or a proportionate part of 1,000 Hours of Service
if participation began on other than the first business day of
the Plan Year).
( ) EXCEPTION: (check if applicable) This limitation will not apply
to accruals of Matching Contributions.
( ) LAST DAY: The Participant is an Employee on the last business
day of the period for which the contribution is made (e.g., last
business day of quarter for quarterly contribution, last business
day of the Plan Year for annual contribution).
( ) EXCEPTION: (check if applicable) This limitation will not apply
to accruals of Matching Contributions.
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(b) IF THE CONTINUOUS SERVICE METHOD UNDER SECTION 3.4 APPLIES: (check if
applicable)
( ) FIRST AND LAST DAY: The Participant is credited with a Period
of Service, as described in Section 3.4 of the Plan, encompassing
the first and last business days of the Plan Year.
( ) EXCEPTION: (check if applicable) This limitation will not
apply to accruals of Matching Contributions.
(c) OTHER RETIREMENT PLAN: (complete if applicable) The Participant is
covered by the following retirement plan to which the Employer
contributes:
----------------------------------------------------------------------
(enter name of Plan)
(d) EXCEPTION: Even though the limitations above apply: (check if
applicable)
( ) The Participant will not be required to satisfy the above
requirements in the Plan Year in which Service terminates if such
termination is due to death or retirement under Section 7.2 of
the Plan.
(e) These limitations do not apply to Salary Reduction Contributions.
16. VESTING OF EMPLOYER CONTRIBUTIONS:
(a) SCHEDULE OF VESTING: Amounts credited to a Participant's Salary
Reduction Account, After-Tax Contributions Account, Qualified
Contributions Account, Deductible Account, Loan Account and Rollover
Account will always be 100% vested and non-forfeitable. Amounts
credited to a Participant's Employer Contributions Account will become
non-forfeitable in accordance with the following Schedule of Vesting.
The Participant's Years of Vesting Service will be computed as
provided in Section 6.4 of the Plan excluding all years described in
16(c) of this Adoption Agreement. The Schedule of Vesting must provide
for non-forfeitability no less favorable than: (i) 100% after five or
more Years of Vesting Service; or (ii) 20% with three Years of Vesting
Service and 20% for each of the next four Years of Vesting Service.
The Schedule of Vesting will be:
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NON-FORFEITABLE
YEARS OF VESTING SERVICE PERCENTAGE OF ACCOUNT
Less than 1 Year 0%
1 Year 0%
2 Years 20%
3 Years 40%
4 Years 60%
5 Years 80%
6 Years 100%
7 Years %
---
(b) TOP HEAVY PLAN: For any Plan Year in which the Plan is a Top-Heavy
Plan and for any Plan Year thereafter, the Schedule of Vesting will
be: (check one)
(X) SCHEDULE OF VESTING ABOVE: The Schedule of Vesting in 16(a) above
if it provides for non-forfeitability no less favorable than
either of the two Schedules of Vesting immediately below.
( ) SCHEDULE OF VESTING AS FOLLOWS:
NON-FORFEITABLE
YEARS OF VESTING SERVICE PERCENTAGE OF ACCOUNT
Less than 1 Year 0%
1 Year 0%
2 Years 20%
3 Years 40%
4 Years 60%
5 Years 80%
6 Years 100%
( ) SCHEDULE OF VESTING AS FOLLOWS:
NON-FORFEITABLE
YEARS OF VESTING SERVICE PERCENTAGE OF ACCOUNT
Less than 1 Year 0%
1 Year 0%
2 Years 0%
3 Years 100%
(c) EXCLUSION FROM YEARS OF VESTING SERVICE: Notwithstanding the
provisions of the Plan, an Employee shall not receive credit for a
Year of Vesting Service: (check if applicable)
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( ) EFFECTIVE DATE: Prior to the beginning of the Plan Year in
which the Effective Date of the Plan occurred or, if earlier, the
effective date of a predecessor plan occurred.
( ) 18TH BIRTHDAY: Prior to the beginning of the Plan Year in which
the Employee attained his 18th birthday, provided he was not then
a Participant.
17. NORMAL RETIREMENT AGE: The normal retirement age will be the later of (a)
65 (not earlier than "55" nor later than "65") or (b) the fifth anniversary
of the participation commencement date. The participation commencement date
is the first day of the first Plan Year in which the Participant commenced
participation in the Plan.
18. COMPENSATION:
(a) AMOUNT: Compensation for any Plan Year will mean: (check one)
(X) W-2 earnings.
( ) W-2 earnings plus elective or salary reduction contributions to
a cafeteria plan, cash or deferred arrangement or tax-sheltered
annuity.
(b) MODIFICATION: Compensation for any Plan Year will be that amount in
(a) above which is actually paid within such year, excluding the
following: (check if applicable)
( ) Overtime.
( ) Bonuses.
( ) Commissions.
( ) Other extraordinary remuneration:
-------------------------------
(specify)
19. VALUATION DATE(S): The Valuation Date(s) of the Plan will be: (check one)
( ) ANNUAL: The Anniversary Date; provided, however, that if, during any
three- month period ending on the 3rd, 6th, 9th, or 12th month of the
Plan Year, the Service of more than 25% of the Employees who were
Participants on the preceding Anniversary Date terminates, the first
day of such three-month period shall be a Valuation Date for the
purpose of Article V of the Plan.
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( ) SEMIANNUAL: The last business day of the 6th and 12th months of the
Plan Year.
(X) QUARTERLY: The last business day of the 3rd, 6th, 9th and 12th months
of the Plan Year.
( ) MONTHLY. The last business day of each month.
20. INSURANCE CONTRACTS: (check if applicable)
( ) A Participant may direct the Trustee to invest a portion of his
Account in Insurance Contracts as provided in the Plan to be issued by
. The aggregate premiums, in the case of each
Participant, on such Insurance Contracts shall be less than (i) 25%,
if such Insurance Contracts involve insurance other than whole life
insurance, or (ii) 50%, if such Insurance Contracts involve whole life
insurance, of the aggregate Employer Contributions allocated to such
Participant's Employer Contributions Account, or (iii) 25%, if such
Insurance Contracts involve whole life insurance and other types of
insurance. In determining the aggregate amount of premiums paid for
purposes of (iii), one-half the premiums of whole life insurance shall
be added to the premiums of other types of insurance. Whole life
insurance contracts are contracts with nondecreasing death benefits
and nonincreasing premiums. Such premiums shall be paid from the
non-forfeitable portion of the Participant's Employer Contributions
Account.
21. INVESTMENT: (check one or more)
(X) TRUSTEE DISCRETION: All Employer and Matching Contributions will be
invested in Qualifying Employer Securities.
(X) PARTICIPANT DIRECTION IN OPTIONS: Each Participant may direct the
Trustee to invest his Salary Reduction Contributions in Investment
Options provided by the Trustee pursuant to Section 2.2 and the
addendum to the Trust Agreement.
( ) PARTICIPANT DISCRETION: Each Participant will have complete
discretion to invest his Accounts in the Trust Fund and may direct the
Trustee to invest his Accounts pursuant to Section 2.3 of the Trust
Agreement.
( ) INVESTMENT MANAGER: The Trustee will invest all or a portion of the
Trust Fund pursuant to the directions of an Investment Manager
selected from time to time by the Employer pursuant to the Trust
Agreement.
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22. AFFILIATED EMPLOYERS: (complete if applicable) The following employers will
be deemed Affiliated Employers for the purpose of Section 3.6 of the Plan:
UNION BANK & TRUST
23. LIMITATIONS ON ALLOCATIONS AND MINIMUM BENEFIT OR ALLOCATION REQUIREMENTS:
(a) DEFINED CONTRIBUTION PLANS: The Employer should complete this Section
if the Employer maintains other Qualified Defined Contribution Plans
which are not Master or Prototype Plans, a welfare benefit fund
pursuant to Code ss. 419(e) or an individual medical account pursuant
to Code ss. 415(l)(2) under which amounts are treated as Annual
Additions with respect to any Participant in the Plan and if the
Employer wants to override the provisions of Sections 5.8 and 8.3 of
the Plan.
(i) ( ) ATTACHMENT: (check if applicable) Annual Additions which may
be credited to any Participant's Account under this Plan for any
Limitation Year will be limited as described in the attachment.
(ii) ( ) CREDITED IN OTHER PLAN: (check if applicable) The minimum
allocation of benefit which could be credited to any
Participant's Account under this Plan for any Plan Year will be
credited to such Participant's Account under the other Qualified
Defined Contribution Plan or Plans which the Employer maintains.
(b) DEFINED BENEFIT PLANS: The Employer should complete this Section if
the Employer maintains, or at any time maintained, one or more
Qualified Defined Benefit Plans, a welfare benefit fund pursuant to
Code ss. 419(e) or an individual medical account pursuant to Code ss.
415(l)(2) under which amounts are treated as Annual Additions with
respect to any Participant in the Plan and if the Employer wants to
override the provisions of Sections 5.9 and 8.3 of the Plan.
(i) LIMIT: The sum of the Defined Contribution Fraction and the
Defined Benefit Fraction with respect to any Participant for a
Limitation Year may not exceed 1.0. The 1.0 limitation will be
met as follows: (check one)
( ) LIMIT UNDER DEFINED CONTRIBUTION PLAN: By limiting the
Annual Additions to this and any other Qualified Defined
Contribution Plan for the Limitation Year so that the sum of
the Defined Contribution Fraction and the Defined Benefit
Fraction does not exceed 1.0.
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( ) LIMIT UNDER DEFINED BENEFIT PLAN: By reducing the
projected annual benefit in one or more of the Qualified
Defined Benefit Plans so that the sum of the Defined
Contribution Fraction and the Defined Benefit Fraction does
not exceed 1.0.
( ) ATTACHMENT: Other method of limiting Annual Additions as
described in the attachment.
(ii) MINIMUM ALLOCATION: The minimum allocation or benefit which could
be credited to any Participant's Account under this Plan for any
Plan Year will: (check if applicable)
( ) QUALIFIED BENEFIT PLAN: Be met under the Qualified Defined
Benefit Plan or Plans which the Employer maintains.
( ) INCREASE: Be increased from 3% to 4% in any Plan Year in
which the Plan is a Top-Heavy Plan.
24. TOP-HEAVY PROVISION: The Employer should complete this Section if the
Employer maintains one or more Qualified Defined Benefit Plans which have
accrued benefits during the five-year period ending on the Determination
Date. For purposes of establishing present value to compute the Top-Heavy
Ratio, any benefit shall be discounted only for mortality, interest and as
of the Valuation Date as follows:
Interest rate: % Mortality table:
Valuation Date:
The following space is provided to enable the Employer to add such language
as is necessary to satisfy Code ss. 416 in the event that the Employer is
required to aggregate this Plan with other plans.
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25. (X) EMPLOYER SECURITIES: (check if applicable) The Trustee is
authorized and empowered to invest the Trust Fund primarily in
Qualifying Employer Securities ("primarily" meaning the authority to
invest, to acquire and to hold up to 100% of the Trust Fund in
Qualifying Employer Securities).
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26. RELIANCE ON OPINION LETTER: The Employer who adopts this Plan may not rely
on an opinion letter issued to the Sponsor by the Internal Revenue Service
as evidence that this Plan is qualified under Code ss. 401. If the Employer
wishes to obtain reliance that this Plan is qualified, application for a
determination letter should be made to the appropriate Key District
Director of Internal Revenue. This Adoption Agreement may only be used in
conjunction with Xxxxx, Xxxxxx & Xxxxxx Prototype Defined Contribution Plan
Basic Document No. 1.
27. COMPLETENESS: Failure to properly fill out this Adoption Agreement may
result in disqualification of the Plan. The Sponsor will inform the
Employer of any amendments made to the Plan or of the discontinuance or
abandonment of the Plan. The name, address and telephone number of the
Sponsor are:
Name: Xxxxx, Xxxxxx & Xxxxxx
Address: 000 00xx Xxxxxx, #0000
Xxxxxx, XX 00000
Telephone Number: (000) 000-0000
IN WITNESS WHEREOF, the Employer has executed this Adoption Agreement this
30th day of September, 1993.
Employer: UNION BANKSHARES, LTD.
By: /s/Xxxxx X. Xxxx
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Title: Vice President/Secretary
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