ADOPTION AGREEMENT #005
NONSTANDARDIZED CODE SECTION 401(k) PROFIT SHARING PLAN
The undersigned, HUB CITY NORTH CENTRAL, L.P. ("Employer"), by
executing this Adoption Agreement, elects to become a participating
Employer in the ASSOCIATED BANK, N.A. Defined Contribution Prototype Plan
(basic plan document #01) by adopting the accompanying Plan and Trust in
full as if the Employer were a signatory to that Agreement. The Employer
makes the following elections granted under the provisions of the Prototype
Plan.
ARTICLE I
DEFINITIONS
1.02 TRUSTEE. The Trustee executing this Adoption Agreement is:
(Choose (a) or (b))
[X] (a) A discretionary Trustee. See Section 10.03[A] of the Plan.
[ ] (b) A nondiscretionary Trustee. See Section 10.03[B] of the
Plan. [Note: The Employer may not elect Option (b) if a Custodian
executes the Adoption Agreement.]
1.03 PLAN. The name of the Plan as adopted by the Employer is
HUB CITY NORTH CENTRAL, L.P. 401(K) PROFIT SHARING PLAN.
1.07 EMPLOYEE. The following Employees are not eligible to
participate in the Plan: (Choose (a) or at least one of (b) through (g))
[ ] (a) No exclusions.
[ ] (b) Collective bargaining employees (as defined in Section
1.07 of the Plan). [Note: If the Employer excludes union
employees from the Plan, the Employer must be able to provide
evidence that retirement benefits were the subject of good
faith bargaining.]
[ ] (c) Nonresident aliens who do not receive any earned income (as
defined in Code Section 911(d)(2)) from the Employer which constitutes
United States source income (as defined in Code Section 861(a)(3)).
[ ] (d) Commission Salesmen.
[ ] (e) Any Employee compensated on a salaried basis.
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[ ] (f) Any Employee compensated on an hourly basis.
[X] (g) (Specify) EMPLOYEES WHO ARE SCHEDULED TO WORK LESS THAN
1000 HOURS DURING THE YEAR.
Leased Employees. Any Leased Employee treated as an Employee under
Section 1.31 of the Plan, is: (Choose (h) or (i))
[X] (h) Not eligible to participate in the Plan.
[ ] (i) Eligible to participate in the Plan, unless excluded by
reason of an exclusion classification elected under this Adoption
Agreement Section 1.07.
Related Employers. If any member of the Employer's related group (as
defined in Section 1.30 of the Plan) executes a Participation Agreement to
this Adoption Agreement, such member's Employees are eligible to
participate in this Plan, unless excluded by reason of an exclusion
classification elected under this Adoption Agreement Section 1.07. In
addition: (Choose (j) or (k))
[X] (j) No other related group member's Employees are eligible to
participate in the Plan.
[ ] (k) The following nonparticipating related group member's
Employees are eligible to participate in the Plan unless excluded
by reason of an exclusion classification elected under this
Adoption Agreement Section 1.07:___________________________________.
1.12 COMPENSATION.
Treatment of elective contributions. (Choose (a) or (b))
[X] (a) "Compensation" includes elective contributions made by
the Employer on the Employee's behalf.
[ ] (b) "Compensation" does not include elective contributions.
Modifications to Compensation definition. (Choose (c) or at least
one of (d) through (j))
[ ] (c) No modifications other than as elected under Options (a)
or (b).
[ ] (d) The Plan excludes Compensation in excess of $_________.
[X] (e) In lieu of the definition in Section 1.12 of the Plan,
Compensation means any earnings reportable as W-2 wages for
Federal income tax withholding purposes, subject to any other
election under this Adoption Agreement Section 1.12.
[ ] (f) The Plan excludes bonuses.
[ ] (g) The Plan excludes overtime.
[ ] (h) The Plan excludes Commissions.
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[ ] (i) Compensation will not include Compensation from a related
employer (as defined in Section 1.30 of the Plan) that has not
executed a Participation Agreement in this Plan unless, pursuant
to Adoption Agreement Section 1.07, the Employees of that related
employer are eligible to participate in this Plan.
[X] (j) (Specify) THE PLAN EXCLUDES CAR EXPENSES______________________
___________________________________________________.
If, for any Plan Year, the Plan uses permitted disparity in the
contribution or allocation formula elected under Article III, any election
of Options (f), (g), (h) or (j) is ineffective for such Plan Year with
respect to any Nonhighly Compensated Employee.
Special definition for matching contributions. "Compensation" for
purposes of any matching contribution formula under Article III
means: (Choose (k) or (l) only if applicable)
[X] (k) Compensation as defined in this Adoption Agreement
Section 1.12.
[ ] (l) (Specify)____________________________________________________
____________________.
Special definition for salary reduction contributions. An Employee's
salary reduction agreement applies to his Compensation determined prior to
the reduction authorized by that salary reduction agreement, with the
following exceptions: (Choose (m) or at least one of (n) or (o), if
applicable)
[X] (m) No exceptions.
[ ] (n) If the Employee makes elective contributions to another plan
maintained by the Employer, the Advisory Committee will determine
the amount of the Employee's salary reduction contribution for the
withholding period: (Choose (1) or (2))
[ ] (1) After the reduction for such period of elective
contributions to the other plan(s).
[ ] (2) Prior to the reduction for such period of elective
contributions to the other plan(s).
[ ] (o) (Specify)____________________________________________________
__________________.
1.17 PLAN YEAR/LIMITATION YEAR.
Plan Year. Plan Year means: (Choose (a) or (b))
[X] (a) The 12 consecutive month period ending every December 31.
[ ] (b) (Specify)_____________________________________________________
____________________.
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Limitation Year. The Limitation Year is: (Choose (c) or (d))
[X] (c) The Plan Year.
[ ] (d) The 12 consecutive month period ending every ___.
1.18 EFFECTIVE DATE.
New Plan. The "Effective Date" of the Plan is _______________.
Restated Plan. The restated Effective Date is January 1, 1987.
This Plan is a substitution and amendment of an existing retirement
plan(s) originally established January 1, 1985. [Note: See the
Effective Date Addendum.]
1.27 HOUR OF SERVICE. The crediting method for Hours of
Service is: (Choose (a) or (b))
[X] (a) The actual method.
[ ] (b) The _ equivalency method, except:
[ ] (1) No exceptions.
[ ] (2) The actual method applies for purposes of: (Choose
at least one)
[ ] (i) Participation under Article II.
[ ] (ii) Vesting under Article V.
[ ] (iii) Accrual of benefits under Section 3.06.
[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]
1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the
predecessor service the Plan must credit by reason of Section 1.29
of the Plan, the Plan credits Service with the following
predecessor employer(s): _____N/A____. Service with the designated
predecessor employer(s) applies: (Choose at least one of (a) or
(b); (c) is available only in addition to (a) or (b))
[ ] (a) For purposes of participation under Article II.
[ ] (b) For purposes of vesting under Article V.
[ ] (c) Except the following Service:_____________.
[Note: If the Plan does not credit any predecessor service under
this provision, insert "N/A" in the first blank line. The Employer
may attach a schedule to this Adoption Agreement, in the same
format as this Section 1.29, designating additional predecessor
employers and the applicable service crediting elections.]
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1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant
in the Plan and also participates in a plan maintained by the leasing
organization: (Choose (a) or (b))
[X] (a) The Advisory Committee will determine the Leased Employee's
allocation of Employer contributions under Article III without
taking into account the Leased Employee's allocation, if any,
under the leasing organization's plan.
[ ] (b) The Advisory Committee will reduce a Leased Employee's
allocation of Employer nonelective contributions (other than
designated qualified nonelective contributions) under this Plan by
the Leased Employee's allocation under the leasing organization's
plan, but only to the extent that allocation is attributable to
the Leased Employee's service provided to the Employer. The
leasing organization's plan:
[ ] (1) Must be a money purchase plan which would satisfy the
definition under Section 1.31 of a safe harbor plan,
irrespective of whether the safe harbor exception applies.
[ ] (2) Must satisfy the features and, if a defined benefit
plan, the method of reduction described in an addendum to
this Adoption Agreement, numbered 1.31.
ARTICLE II
EMPLOYEE PARTICIPANTS
2.01 ELIGIBILITY.
Eligibility conditions. To become a Participant in the Plan, an Employee
must satisfy the following eligibility conditions: (Choose (a) or (b) or
both; (c) is optional as an additional election)
[X] (a) Attainment of age 18 (specify age, not exceeding 21).
[X] (b) Service requirement. (Choose one of (1) through (3))
[ ] (1) One Year of Service.
[ ] (2) __ months (not exceeding 12) following the Employee's
Employment Commencement Date.
[X] (3) One Hour of Service.
[ ] (c) Special requirements for non-401(k) portion of plan.
(Make elections under (1) and under (2))
(1) The requirements of this Option (c) apply to
participation in: (Choose at least one of (i) through
(iii))
[ ] (i) The allocation of Employer nonelective
contributions and Participant forfeitures.
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[ ] (ii) The allocation of Employer matching
contributions (including forfeitures allocated as
matching contributions).
[ ] (iii) The allocation of Employer qualified nonelective
contributions.
(2) For participation in the allocations described in (1),
the eligibility conditions are: (Choose at least one of
(i) through (iv))
[ ] (i) _ (one or two) Year(s) of Service, without
an intervening Break in Service (as described in
Section 2.03(A) of the Plan) if the requirement
is two Years of Service.
[ ] (ii) _ months (not exceeding 24) following the
Employee's Employment Commencement Date.
[ ] (iii) One Hour of Service.
[ ] (iv) Attainment of age _ (Specify age, not exceeding 21).
Plan Entry Date. "Plan Entry Date" means the Effective Date and:
(Choose (d), (e) or (f))
[ ] (d) Semi-annual Entry Dates. The first day of the Plan Year
and the first day of the seventh month of the Plan Year.
[ ] (e) The first day of the Plan Year.
[X] (f) (Specify entry dates) THE FIRST DAY OF EACH MONTH.
Time of Participation. An Employee will become a Participant (and, if
applicable, will participate in the allocations described in Option
(c)(1)), unless excluded under Adoption Agreement Section 1.07, on the Plan
Entry Date (if employed on that date): (Choose (g), (h) or (i))
[X] (g) immediately following
[ ] (h) immediately preceding
[ ] (i) nearest
the date the Employee completes the eligibility conditions described in
Options (a) and (b) (or in Option (c)(2) if applicable) of this Adoption
Agreement Section 2.01. [Note: The Employer must coordinate the selection
of (g), (h) or (i) with the "Plan Entry Date" selection in (d), (e) or (f).
Unless otherwise excluded under Section 1.07, the Employee must become a
Participant by the earlier of: (1) the first day of the Plan Year beginning
after the date the Employee completes the age and service requirements of
Code Section 410(a); or (2) 6 months after the date the Employee completes
those requirements.]
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Dual eligibility. The eligibility conditions of this Section 2.01
apply to: (Choose (j) or (k))
[X] (j) All Employees of the Employer, except: (Choose (1) or (2))
[X] (1) No exceptions.
[ ] (2) Employees who are Participants in the Plan as of the
Effective Date.
[ ] (k) Solely to an Employee employed by the Employer
after_______________. If the Employee was employed by the
Employer on or before the specified date, the Employee will
become a Participant: (Choose (1), (2) or (3))
[ ] (1) On the latest of the Effective Date, his Employment
Commencement Date or the date he attains age _ (not to
exceed 21).
[ ] (2) Under the eligibility conditions in effect under the
Plan prior to the restated Effective Date. If the
restated Plan required more than one Year of Service to
participate, the eligibility condition under this Option
(2) for participation in the Code Section 401(k) arrangement
under this Plan is one Year of Service for Plan Years
beginning after December 31, 1988. [For restated plans
only]
[ ] (3) (Specify)________________________________________________.
2.02 YEAR OF SERVICE - PARTICIPATION.
Hours of Service. An Employee must complete: (Choose (a) or (b))
[ ] (a) 1,000 Hours of Service
[X] (b) 1 Hours of Service
during an eligibility computation period to receive credit for a
Year of Service. [Note: The Hours of Service requirement may not
exceed 1,000.]
Eligibility computation period. After the initial eligibility
computation period described in Section 2.02 of the Plan, the Plan
measures the eligibility computation period as: (Choose (c) or (d))
[ ] (c) The 12 consecutive month period beginning with each
anniversary of an Employee's Employment Commencement Date.
[X] (d) The Plan Year, beginning with the Plan Year which includes the
first anniversary of the Employee's Employment Commencement Date.
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2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service
rule described in Section 2.03(B) of the Plan: (Choose (a) or (b))
[X] (a) Does not apply to the Employer's Plan.
[ ] (b) Applies to the Employer's Plan.
2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))
[X] (a) Does not permit an eligible Employee or a Participant to
elect not to participate.
[ ] (b) Does permit an eligible Employee or a Participant to
elect not to participate in accordance with Section 2.06 and
with the following rules: (Complete (1), (2), (3) and (4))
(1) An election is effective for a Plan Year if filed no
later than _________________.
(2) An election not to participate must be effective for
at least __ Plan Year(s).
(3) Following a re-election to participate, the Employee
or Participant:
[ ] (i) May not again elect not to participate for any
subsequent Plan Year.
[ ] (ii) May again elect not to participate, but not
earlier than the _______ Plan Year following the Plan
Year in which the re-election first was effective.
(4) (Specify) N/A [Insert "N/A" if no other rules apply].
ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES
3.01 AMOUNT.
Part I. [Options (a) through (g)] Amount of Employer's contribution. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this
Section 3.01. (Choose any combination of (a), (b), (c) and (d), or choose (e))
[X] (a) Deferral contributions (Code Section 401(k) arrangement).
(Choose (1) or (2) or both)
[X] (1) Salary reduction arrangement. The Employer must
contribute the amount by which the Participants have reduced
their Compensation for the Plan Year, pursuant to their
salary reduction agreements on file with the Advisory
Committee. A reference in the Plan to salary reduction
contributions is a reference to these amounts.
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[ ] (2) Cash or deferred arrangement. The Employer will
contribute on behalf of each Participant the portion of
the Participant's proportionate share of the cash or
deferred contribution which he has not elected to receive
in cash. See Section 14.02 of the Plan. The Employer's
cash or deferred contribution is the amount the Employer
may from time to time deem advisable which the Employer
designates as a cash or deferred contribution prior to
making that contribution to the Trust.
[X] (b) Matching contributions. The Employer will make matching
contributions in accordance with the formula(s) elected in Part II
of this Adoption Agreement Section 3.01.
[X] (c) Designated qualified nonelective contributions. The
Employer, in its sole discretion, may contribute an amount
which it designates as a qualified nonelective contribution.
[X] (d) Nonelective contributions. (Choose any combination of (1)
through (4))
[X] (1) Discretionary contribution. The amount (or
additional amount) the Employer may from time to time deem
advisable.
[ ] (2) The amount (or additional amount) the Employer may
from time to time deem advisable, separately determined for
each of the following classifications of Participants: (Choose
(i) or (ii))
[ ] (i) Nonhighly Compensated Employees and Highly
Compensated Employees.
[ ] (ii) (Specify classifications) ___________________.
Under this Option (2), the Advisory Committee will allocate
the amount contributed for each Participant classification in
accordance with Part II of Adoption Agreement Section 3.04, as
if the Participants in that classification were the only
Participants in the Plan.
[ ] (3) ___% of the Compensation of all Participants under
the Plan, determined for the Employer's taxable year for
which it makes the contribution. [Note: The percentage
selected may not exceed 15%.]
[ ] (4) ___% of Net Profits but not more than $__________.
[ ] (e) Frozen Plan. This Plan is a frozen Plan effective ______. The
Employer will not contribute to the Plan with respect to any
period following the stated date.
Net Profits. The Employer: (Choose (f) or (g))
[X] (f) Need not have Net Profits to make its annual contribution
under this Plan.
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(g) Must have current or accumulated Net Profits exceeding $______
to make the following contributions: (Choose at least one)
[ ] (1) Cash or deferred contributions described in Option
(a)(2).
[ ] (2) Matching contributions described in Option (b),
except: _______________.
[ ] (3) Qualified nonelective contributions described in
Option (c).
[ ] (4) Nonelective contributions described in Option (d).
The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of
account in accordance with generally accepted accounting practices
consistently applied without any deductions for Federal and state taxes
upon income or for contributions made by the Employer under this Plan or
under any other employee benefit plan the Employer maintains. The term "Net
Profits" specifically excludes___________________________________________
___________________. [Note: Enter "N/A" if no exclusions apply.]
If the Employer requires Net Profits for matching contributions and the
Employer does not have sufficient Net Profits under Option (g), it will
reduce the matching contribution under a fixed formula on a prorata basis for
all Participants. A Participant's share of the reduced contribution will bear
the same ratio as the matching contribution the Participant would have
received if Net Profits were sufficient bears to the total matching
contribution all Participants would have received if Net Profits were
sufficient. If more than one member of a related group (as defined in
Section 1.3 execute this Adoption Agreement, each participating member will
determine Net Profits separately but will not apply this reduction unless,
after combining the separately determined Net Profits, the aggregate Net
Profits are insufficient to satisfy the matching contribution liability.
"Net Profits" includes both current and accumulated Net Profits.
Part II. [Options (h) through (j)] Matching contribution formula. [Note:
If the Employer elected Option (b), complete Options (h), (i) and (j).]
[X] (h) Amount of matching contributions. For each Plan Year,
the Employer's matching contribution is: (Choose any
combination of (1), (2), (3), (4) and (5))
[ ] (1) An amount equal to ___% of each Participant's eligible
contributions for the Plan Year.
[ ] (2) An amount equal to ___% of each Participant's first tier of
eligible contributions for the Plan Year, plus the following
matching percentage(s) for the following subsequent tiers of
eligible contributions for the Plan _________________________
_____________________________________________________________.
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[X] (3) Discretionary formula.
[X] (i) An amount (or additional amount) equal to a
matching percentage the Employer from time to
time may deem advisable of the Participant's
eligible contributions for the Plan Year.
[ ] (ii) An amount (or additional amount) equal to
a matching percentage the Employer from time to
time may deem advisable of each tier of the
Participant's eligible contributions for the
Plan Year.
[ ] (4) An amount equal to the following percentage of each
Participant's eligible contributions for the Plan Year,
based on the Participant's Years of Service:
Number of Years of Service Matching Percentage
-------------------------- -------------------
---- ----
---- ----
---- ----
---- ----
The Advisory Committee will apply this formula by
determining Years of Service as follows:__________________
_______________________________________________.
[X] (5) A Participant's matching contributions may not:
(Choose (i) or (ii))
[X] (i) Exceed ___1,250.00___.
[ ] (ii) Be less than __________________________________
______________________.
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Related Employers. If two or more related employers (as defined in
Section 1.30) contribute to this Plan, the related employers may
elect different matching contribution formulas by attaching to the
Adoption Agreement a separately completed copy of this Part II.
Note: Separate matching contribution formulas create separate
current benefit structures that must satisfy the minimum
participation test of Code Section 401(a)(26).]
[X] (i) Definition of eligible contributions. Subject to the
requirements of Option (j), the term "eligible contributions"
means: (Choose any combination of (1) through (3))
[X] (1) Salary reduction contributions.
[ ] (2) Cash or deferred contributions (including any part of
the Participant's proportionate share of the cash or
deferred contribution which the Employer defers without the
Participant's election).
[ ] (3) Participant mandatory contributions, as designated
in Adoption Agreement Section 4.01. See Section 14.04 of
the Plan.
[X] (j) Amount of eligible contributions taken into account.
When determining a Participant's eligible contributions taken
into account under the matching contributions formula(s), the
following rules apply: (Choose any combination of (1) through
(4))
[ ] (1) The Advisory Committee will take into account all
eligible contributions credited for the Plan Year.
[X] (2) The Advisory Committee will disregard eligible
contributions exceeding 6% OF A PARTICIPANTS COMPENSATION.
[ ] (3) The Advisory Committee will treat as the first tier of
eligible contributions, an amount not exceeding:
__________________________________________________________.
The subsequent tiers of eligible contributions are:
__________________________________________________________.
[ ] (4) (Specify)_________________________________________
_____________________________________________________.
Part III. [Options (k) and (l)]. Special rules for Code Section 401(k)
Arrangement. (Choose (k) or (l), or both, as applicable)
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[X] (k) Salary Reduction Agreements. The following rules and
restrictions apply to an Employee's salary reduction agreement:
(Make a selection under (1), (2), (3) and (4))
(1) Limitation on amount. The Employee's salary reduction
contributions: (Choose (i) or at least one of (ii) or (iii))
[ ] (i) No maximum limitation other than as provided
in the Plan.
[X] (ii) May not exceed 15% of Compensation for the
Plan Year, subject to the annual additions
limitation described in Part 2 of Article III and
the 402(g) limitation described in Section 14.07
of the Plan.
[ ] (iii) Based on percentages of Compensation must
equal at least_________________________________________
_______________________.
(2) An Employee may revoke, on a prospective basis, a salary
reduction agreement: (Choose (i), (ii), (iii) or (iv))
[X] (i) Once during any Plan Year but not later than THE
LAST DAY of the Plan Year.
[ ] (ii) As of any Plan Entry Date.
[ ] (iii) As of the first day of any month.
[ ] (iv) (Specify, but must be at least once per Plan Year)
_____________________________________________________.
(3) An Employee who revokes his salary reduction agreement may file a new
salary reduction agreement with an effective date:
(Choose (i), (ii), (iii) or (iv))
[ ] (i) No earlier than the first day of the next Plan Year.
[ ] (ii) As of any subsequent Plan Entry Date.
[ ] (iii) As of the first day of any month subsequent to the
month in which be revoked an Agreement.
[X] (iv) (Specify, but must be at least once per Plan Year
following the Plan Year of revocation) FIRST PAY PERIOD IN
THE NEXT PLAN YEAR.
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(4) A Participant may increase or may decrease, on a prospective
basis, his salary reduction percentage (Choose (i), (ii), (iii) or
(iv))
[ ] (i) As of the beginning of each payroll period.
[ ] (ii) As of the first day of each month.
[ ] (iii) As of any Plan Entry Date.
[X] (iv) (Specify, but must permit an increase or a decrease
at least once per Plan Year) TWO TIMES PER YEAR EFFECTIVE
ON THE PAY PERIOD FOLLOWING THE DAY IN WHICH THE COMPANY
RECEIVES WRITTEN NOTICE.
[ ] (l) Cash or deferred contributions. For each Plan Year for which
the Employer makes a designated cash or deferred contribution, a
Participant may elect to receive directly in cash not more than
the following portion (or, if less, the 402(g) limitation
described in Section 14.07 of the Plan) of his proportionate share
of that cash or deferred contribution:
(Choose (1) or (2))
[ ] (1) All or any portion.
[ ] (2) ______________________%.
3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will
allocate deferral contributions, matching contributions, qualified
nonelective contributions and nonelective contributions in accordance with
Section 14.06 and the elections under this Adoption Agreement Section 3.04.
Part I. [Options (a) through (d)]. Special Accounting Elections.
(Choose whichever elections are applicable to the Employer's Plan)
[X] (a) Matching Contributions Account. The Advisory Committee
will allocate matching contributions to a Participant's:
(Choose (1) or (2); (3) is available only in addition to (1))
[X] (1) Regular Matching Contributions Account.
[ ] (2) Qualified Matching Contributions Account.
[ ] (3) Except, matching contributions under Option(s) _____
of Adoption Agreement Section 3.01 are allocable to the
Qualified Matching Contributions Account.
[X] (b) Special Allocation Dates for Salary Reduction Contributions.
The Advisory Committee will allocate salary reduction
contributions as of the Accounting Date and as of the following
additional allocation dates: MARCH 31, JUNE 30, SEPTEMBER 30 AND
DECEMBER 31.
[X] (c) Special Allocation Dates for Matching Contributions. The
Advisory Committee will allocate matching contributions as of the
Accounting Date and as of the following additional allocation
dates: MARCH 31, JUNE 30, SEPTEMBER 30 AND DECEMBER 31.
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[X] (d) Designated Qualified Nonelective Contributions -
Definition of Participant. For purposes of allocating the
designated qualified nonelective contribution, "Participant"
means: (Choose (1), (2) or (3))
[ ] (1) All Participants.
[X] (2) Participants who are Nonhighly Compensated Employees
for the Plan Year.
[ ] (3) (Specify)___________________________________.
Part II. Method of Allocation - Nonelective Contribution. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee
will allocate and credit each annual nonelective contribution (and
Participant forfeitures treated as nonelective contributions) to the
Employer Contributions Account of each Participant who satisfies the
conditions of Section 3.06, in accordance with the allocation method
selected under this Section 3.04. If the Employer elects Option (e)(2),
Option (g)(2) or Option (h), for the first 3% of Compensation allocated to
all Participants, "Compensation" does not include any exclusions elected
under Adoption Agreement Section 1. 12 (other than the exclusion of
elective contributions), and the Advisory Committee must take into account
the Participant's Compensation for the entire Plan Year. (Choose an
allocation method under (e), (f, (g) or (h); (i) is mandatory if the
Employer elects (f, (g) or (h); (j) is optional in addition to any other
election.)
[X] (e) Nonintegrated Allocation Formula. (Choose (1) or (2))
[X] (1) The Advisory Committee will allocate the annual nonelective
contributions in the same ratio that each Participant's
Compensation for the Plan Year bears to the total Compensation of
all Participants for the Plan Year.
[ ] (2) The Advisory Committee will allocate the annual
nonelective contributions in the same ratio that each
Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for the Plan Year. For
purposes of this Option (2), "Participant" means, in addition
to a Participant who satisfies the requirements of Section
3.06 for the Plan Year, any other Participant entitled to a
top heavy minimum allocation under Section 3.04(B), but such
Participant's allocation will not exceed 3% of his
Compensation for the Plan Year.
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[ ] (f) Two-Tiered Integrated Allocation Formula - Maximum
Disparity. First, the Advisory Committee will allocate the
annual Employer nonelective contributions in the same ratio
that each Participant's Compensation plus Excess Compensation
for the Plan Year bears to the total Compensation plus Excess
Compensation of all Participants for the Plan Year. The
allocation under this paragraph, as a percentage of each
Participant's Compensation plus Excess Compensation, must not
exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed
under the Maximum Disparity Table following Option (i).
The Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation
for the Plan Year bears to the total Compensation of all
Participants for the Plan Year.
[ ] (g) Three-Tiered Integrated Allocation Formula. First, the Advisory
Committee will allocate the annual Employer nonelective contributions
in the same ratio that each Participant's Compensation for the Plan
Year bears to the total Compensation of all Participants for the Plan
Year. The allocation under this paragraph, as a percentage of each
Participant's Compensation may not exceed the applicable percentage
(5.7%, 5.4% or 4.3%) listed under the Maximum Disparity Table
following Option (i). Solely for purposes of the allocation in this
first paragraph, "Participant" means, in addition to a Participant
who satisfies the requirements of Section 3.06 for the Plan Year:
(Choose (1) or (2))
[ ] (1) No other Participant.
[ ] (2) Any other Participant entitled to a top heavy minimum
allocation under Section 3.04(B), but such Participant's
allocation under this Option (g) will not exceed 3% of his
Compensation for the Plan Year.
As a second tier allocation, the Advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's Excess
Compensation for the Plan Year bears to the total Excess Compensation of
all Participants for the Plan Year. The allocation under this paragraph, as
a percentage of each Participant's Excess Compensation, may not exceed the
allocation percentage in the first paragraph.
Finally, the Advisory Committee will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for the
Plan Year.
29
[ ] (h) Four-Tiered Integrated Allocation Formula. First, the Advisory
Committee will allocate the annual Employer nonelective contributions in
the same ratio that each Participant's Compensation for the Plan Year
bears to the total Compensation of all Participants for the Plan Year,
but not exceeding 3% of each Participant's Compensation. Solely for
purposes of this first tier allocation, a "Participant" means, in
addition to any Participant who satisfies the requirements of Section
3.06 for the Plan Year, any other Participant entitled to a top heavy
minimum allocation under Section 3.04(B) of the Plan.
As a second tier allocation, the Advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's
Excess Compensation for the Plan Year bears to the total Excess
Compensation of all Participants for the Plan Year, but not exceeding
3% of each Participant's Excess Compensation.
As a third tier allocation, the Advisory Committee will allocate the
annual Employer contributions in the same ratio that each Participant's
Compensation plus Excess Compensation for the Plan Year bears to the
total Compensation plus Excess Compensation of all Participants for
the Plan Year. The allocation under this paragraph, as a percentage
of each Participant's Compensation plus Excess Compensation, must not
exceed the applicable percentage (2.7%, 2.4% or 1.3%) listed under the
Maximum Disparity Table following Option (i).
The Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation
for the Plan Year bears to the total Compensation of all Participants
for the Plan Year.
[ ] (i) Excess Compensation. For purposes of Option (f), (g) or (h),
"Excess Compensation" means Compensation in excess of the following
Integration Level: (Choose (1) or (2))
[ ] (1) ___% (not exceeding 100%) of the taxable wage base, as
determined under Section 230 of the Social Security Act, in effect
on the first day of the Plan Year: (Choose any combination of (i)
and (ii) or choose (iii))
[ ] (i) Rounded to _________________________________ (but not
exceeding the taxable wage base).
[ ] (ii) But not greater than $___.
[ ] (iii) Without any further adjustment or limitation.
[ ] (2) $________ [Note: Not exceeding the taxable wage base
for the Plan Year in which this Adoption Agreement first is
effective.]
30
Maximum Disparity Table. For purposes of Options (f), (g) and (h),
the applicable percentage is:
Applicable Percentages Applicable
Integration Level (as for Option (f) or Percentages
percentage of taxable wage base) Option (g) for Option (h)
-------------------------------- --------------------- ----------------
100% 5.7% 2.7%
More than 80% but less than 100% 5.4% 2.4%
More than 20% (but not less than
$10,001) and not more than 80% 4.3% 1.3%
20% (or $10,000, if greater) or less 5.7% 2.7%
[ ] Allocation offset. The Advisory Committee will reduce a Participant's
allocation otherwise made under Part II of this Section 3.04 by the
Participant's allocation under the following qualified plan(s)
maintained by the Employer: _____________________________________
_________________________________.
The Advisory Committee will determine this allocation reduction:
(Choose (1) or (2))
[ ] (1) By treating the term "nonelective contribution" as
including all amounts paid or accrued by the Employer during
the Plan Year to the qualified plan(s) referenced under this
Option (j). If a Participant under this Plan also participates
in that other plan, the Advisory Committee will treat the
amount the Employer contributes for or during a Plan Year on
behalf of a particular Participant under such other plan as an
amount allocated under this Plan to that Participant's Account
for that Plan Year. The Advisory Committee will make the
computation of allocation required under the immediately
preceding sentence before making any allocation of nonelective
contributions under this Section 3.04.
[ ] (2) In accordance with the formula provided in an addendum to
this Adoption Agreement, numbered 3.04(j).
Top Heavy Minimum Allocation - Method of Compliance. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum
allocation to which he is entitled under Section 3.04(B): (Choose (k)
or (l))
[X] (k) The Employer will make any necessary additional
contribution to the Participant's Account, as described in
Section 3.04(B)(7)(a) of the Plan.
31
[ ] (l) The Employer will satisfy the top heavy minimum allocation
under the following plan(s) it maintains: _________________________
____________________________________________________________________.
However, the Employer will make any necessary additional contribution
to satisfy the top heavy minimum allocation for an Employee covered
only under this Plan and not under the other plan(s) designated in
this Option (l). See Section 3.04(B)(7)(b) of the Plan.
If the Employer maintains another plan, the Employer may provide in an
addendum to this Adoption Agreement, numbered Section 3.04, any
modifications to the Plan necessary to satisfy the top heavy require-
ments under Code Section 416.
Related employers. If two or more related employers (as defined in Section
1.30) contribute to this Plan, the Advisory Committee must allocate all
Employer nonelective contributions (and forfeitures treated as nonelective
contributions) to each Participant in the Plan, in accordance with the
elections in this Adoption Agreement Section 3.04: (Choose (m) or (n))
[X] (m) Without regard to which contributing related group member
employs the Participant.
[ ] (n) Only to the Participants directly employed by the contributing
Employer. If a Participant receives Compensation from more than
one contributing Employer, the Advisory Committee will determine
the allocations under this Adoption Agreement Section 3.04 by
prorating among the participating Employers the Participant's
Compensation and, if applicable, the Participant's Integration
Level under Option (i).
3.05 FORFEITURE ALLOCATION. Subject to any restoration
allocation required under Sections 5.04 or 9.14, the Advisory
Committee will allocate a Participant forfeiture in accordance with
Section 3.04: (Choose (a) or (b); (c) and (d) are optional in
addition to (a) or (b))
[ ] (a) As an Employer nonelective contribution for the Plan
Year in which the forfeiture occurs, as if the Participant
forfeiture were an additional nonelective contribution for
that Plan Year.
[X] (b) To reduce the Employer matching contributions and
nonelective contributions for the Plan Year: (Choose (1) or
(2))
[X] (1) in which the forfeiture occurs.
[ ] (2) immediately following the Plan Year in which
the forfeiture occurs.
[X] (c) To the extent attributable to matching contributions:
(Choose (1), (2) or (3))
[ ] (1) In the manner elected under Options (a) or (b).
32
[ ] (2) First to reduce Employer matching contributions for
the Plan Year: (Choose (i) or (ii))
[ ] (i) in which the forfeiture occurs,
[ ] (ii) immediately following the Plan Year in which the
forfeiture occurs,
then as elected in Options (a) or (b).
[X] (3) As a discretionary matching contribution for the Plan
Year in which the forfeiture occurs, in lieu of the manner
elected under Options (a) or (b).
[ ] (d) First to reduce the Plan's ordinary and necessary administrative
expenses for the Plan Year and then will allocate any remaining
forfeitures in the manner described in Options (a), (b) or (c),
whichever applies. If the Employer elects Option (c), the forfeitures
used to reduce Plan expenses: (Choose (1) or (2))
[ ] (1) relate proportionately to forfeitures described in Option (c)
and to forfeitures described in Options (a) or (b).
[ ] (2) relate first to forfeitures described in Option ___.
Allocation of forfeited excess aggregate contributions. The Advisory
Committee will allocate any forfeited excess aggregate contributions (as
described in Section 14.09): (Choose (e), (f) or (g))
[X] (e) To reduce Employer matching contributions for the Plan
Year: (Choose (1) or (2))
[ ] (1) in which the forfeiture occurs.
[X] (2) immediately following the Plan Year in which the
forfeiture occurs.
[ ] (f) As Employer discretionary matching contributions for the Plan
Year in which forfeited, except the Advisory Committee will not
allocate these forfeitures to the Highly Compensated Employees who
incurred the forfeitures.
[ ] (g) In accordance with Options (a) through (d), whichever applies,
except the Advisory Committee will not allocate these forfeitures
under Option (a) or under Option (c)(3) to the Highly Compensated
Employees who incurred the forfeitures.
3.06 ACCRUAL OF BENEFIT.
Compensation taken into account. For the Plan Year in which the Employee
first becomes a Participant, the Advisory Committee will determine the
allocation of any cash or deferred contribution, designated qualified
nonelective contribution or nonelective contribution by taking into
account: (Choose (a) or (b))
33
[ ] (a) The Employee's Compensation for the entire Plan Year.
[X] (b) The Employee's Compensation for the portion of the Plan Year
in which the Employee actually is a Participant in the Plan.
Accrual Requirements. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated qualified nonelective
contributions, nonelective contributions and Participant forfeitures, if
any, for the Plan Year, a Participant must satisfy the conditions described
in the following elections: (Choose (c) or at least one of (d) through (f))
[ ] (c) Safe harbor rule. If the Participant is employed by the Employer
on the last day of the Plan Year, the Participant must complete at
least one Hour of Service for that Plan Year. If the Participant is
not employed by the Employer on the last day of the Plan Year, the
Participant must complete at least 501 Hours of Service during the
Plan Year.
[ ] (d) Hours of Service condition. The Participant must complete
the following minimum number of Hours of Service during the
Plan Year: (Choose at least one of (1) through (5))
[X] (1) 1,000 Hours of Service.
[ ] (2) (Specify, but the number of Hours of Service may not
exceed 1,000) _____________________.
[X] (3) No Hour of Service requirement if the Participant
terminates employment during the Plan Year on account of.
(Choose (i), (ii) or (iii))
[X] (i) Death.
[X] (ii) Disability.
[X] (iii) Attainment of Normal Retirement Age in the
current Plan Year or in a prior Plan Year.
[ ] (4) ___ Hours of Service (not exceeding 1,000) if the
Participant terminates employment with the Employer during
the Plan Year, subject to any election in Option (3).
[X] (5) No Hour of Service requirement for an allocation of the
following contributions: EMPLOYER MATCHING CONTRIBUTIONS.
[X] (e) Employment condition. The Participant must be employed by the
Employer on the last day of the Plan Year, irrespective of whether
he satisfies any Hours of Service condition under Option (d), with
the following exceptions: (Choose (1) or at least one of (2)
through (5))
[ ] (1) No exceptions.
[ ] (2) Termination of employment because of death.
34
[ ] (3) Termination of employment because of disability.
[ ] (4) Termination of employment following attainment of
Normal Retirement Age.
[X] (5) No employment condition for the following
contributions: EMPLOYER MATCHING CONTRIBUTIONS.
(f) (Specify other conditions, if applicable):___________________
______________________________________.
Suspension of Accrual Requirements. The suspension of accrual requirements
of Section 3.06(E) of the Plan: (Choose (g), (h) or (i))
[X] (g) Applies to the Employer's Plan.
[ ] (h) Does not apply to the Employer's Plan.
[ ] (i) Applies in modified form to the Employer's Plan, as
described in an addendum to this Adoption Agreement, numbered
Section 3.06(E).
Special accrual requirements for matching contributions. If the Plan
allocates matching contributions on two or more allocation dates for a Plan
Year, the Advisory Committee, unless otherwise specified in Option (l),
will apply any Hours of Service condition by dividing the required Hours of
Service on a prorata basis to the allocation periods included in that Plan
Year. Furthermore, a Participant who satisfies the conditions described in
this Adoption Agreement Section 3.06 will receive an allocation of matching
contributions (and forfeitures treated as matching contributions) only if
the Participant satisfies the following additional condition(s): (Choose (j)
or at least one of (k) or (l))
[X] (j) No additional conditions.
[ ] (k) The Participant is not a Highly Compensated Employee for
the Plan Year. This Option (k) applies to: (Choose (1) or (2))
[ ] (1) All matching contributions.
[ ] (2) Matching contributions described in Option(s) _____ of
Adoption Agreement Section 3.01.
[ ] (l) (Specify) _______________________________________________.
3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section
3.15 apply, the Excess Amount attributed to this Plan equals: (Choose (a),
(b) or (c))
[ ] (a) The product of:
(i) the total Excess Amount allocated as of such date (including
any amount which the Advisory Committee would have allocated
but for the limitations of Code Section 415), times
35
(ii) the ratio of (1) the amount allocated to the Participant
as of such date under this Plan divided by (2) the total
amount allocated as of such date under all qualified defined
contribution plans (determined without regard to the
limitations of Code Section 415).
[ ] (b) The total Excess Amount.
[X] (c) None of the Excess Amount.
3.18 DEFINED BENEFIT PLAN LIMITATION.
Application of limitation. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))
[X] (a) Does not apply to the Employer's Plan because the Employer
does not maintain and never has maintained a defined benefit plan
covering any Participant in this Plan.
[ ] (b) Applies to the Employer's Plan. To the extent necessary to
satisfy the limitation under Section 3.18, the Employer will reduce:
(Choose (1) or (2))
[ ] (1) The Participant's projected annual benefit under the
defined benefit plan under which the Participant participates.
[ ] (2) Its contribution or allocation on behalf of the Partici-
pant to the defined contribution plan under which the
Participant participates and then, if necessary, the
Participant's projected annual benefit under the defined
benefit plan under which the Participant participates.
[Note: If the Employer selects (a), the remaining options in this Section
3.18 do not apply to the Employer's Plan.]
Coordination with top heavy minimum allocation. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the
Plan with the following modifications: (Choose (c) or at least one of (d)
or (e))
[ ] (c) No modifications.
[ ] (d) For Non-Key Employees participating only in this Plan, the top
heavy minimum allocation is the minimum allocation described in
Section 3.04(B) determined by substituting __% (not less than 4%)
for "3%," except: (Choose (i) or (ii))
[ ] (i) No exceptions.
[ ] (ii) Plan Years in which the top heavy ratio exceeds 90%.
36
[ ] (e) For Non-Key Employees also participating in the defined benefit
plan, the top heavy minimum is: (Choose (1) or (2))
[ ] (1) 5% of Compensation (as determined under Section 3.04(B)
of the Plan) irrespective of the contribution rate of any
Key Employee, except: (Choose (i) or (ii))
[ ] (i) No exceptions.
[ ] (ii) Substituting "7-1/2%" for "5%" if the top heavy ratio
does not exceed 90%.
[ ] (2) 0%. [Note: The Employer may not select this Option (2)
unless the defined benefit plan satisfies the top heavy
minimum benefit requirements of Code Section 416 for these
Non-Key Employees.]
Actuarial Assumptions for Top Heavy Calculation. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and
mortality assumptions to value accrued benefits under a defined benefit
plan: __________________________________________________________________
_____________________.
If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code
Section 416, the Employer must provide the appropriate provisions in an
addendum to this Adoption Agreement.
ARTICLE IV
PARTICIPANT CONTRIBUTIONS
4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose
(a) or (b); (c) is available only with (b))
[X] (a) Does not permit Participant nondeductible contributions.
[ ] (b) Permits Participant nondeductible contributions, pursuant to
Section 14.04 of the Plan.
[ ] (c) The following portion of the Participant's nondeductible
contributions for the Plan Year are mandatory contributions under
Option (i)(3) of Adoption Agreement Section 3.01: (Choose (1)
or (2))
[ ] (1) The amount which is not less than: ___________________.
[ ] (2) The amount which is not greater than: ________________.
Allocation dates. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the
following additional allocation dates: (Choose (d) or (e))
37
[ ] (d) No other allocation dates.
[ ] (e) (Specify) ______________________________________________
___________________________________.
As of an allocation date, the Advisory Committee will credit all
nondeductible contributions made for the relevant allocation period. Unless
otherwise specified in (e), a nondeductible contribution relates to an
allocation period only if actually made to the Trust no later than 30 days
after that allocation period ends.
4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. Subject to
the restrictions of Article VI, the following distribution options apply to
a Participant's Mandatory Contributions Account, if any, prior to his
Separation from Service: (Choose (a) or at least one of (b) through (d))
[ ] (a) No distribution options prior to Separation from Service.
[ ] (b) The same distribution options applicable to the Deferral
Contributions Account prior to the Participant's Separation from
Service, as elected in Adoption Agreement Section 6.03.
[ ] (c) Until he retires, the Participant has a continuing election to
receive all or any portion of his Mandatory Contributions Account if:
(Choose (1) or at least one of (2) through (4))
[ ] (1) No conditions.
[ ] (2) The mandatory contributions have accumulated for at least
___ Plan Years since the Plan Year for which contributed.
[ ] (3) The Participant suspends making nondeductible
contributions for a period of ___ months.
[ ] (4) (Specify) ___________________________________.
[X] (d) (Specify) N/A.
ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING
5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is:
(Choose (a) or (b))
[X] (a) 65 [State age, but may not exceed age 65].
38
[ ] (b) The later of the date the Participant attains _____ years of age
or the ____ anniversary of the first day of the Plan Year in which the
Participant commenced participation in the Plan. [The age selected may
not exceed age 65 and the anniversary selected may not exceed the
5th.]
5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under
Section 5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))
[ ] (a) Does not apply.
[X] (b) Applies to death.
[X] (c) Applies to disability.
5.03 VESTING SCHEDULE.
Deferral Contributions Account/Qualified Matching Contributions
Account/Qualified Nonelective Contributions Account/Mandatory Contributions
Account. A Participant has a 100% Nonforfeitable interest at all times in
his Deferral Contributions Account, his Qualified Matching Contributions
Account, his Qualified Nonelective Contributions Account and in his
Mandatory Contributions Account.
Regular Matching Contributions Account/Employer Contributions Account. With
respect to a Participant's Regular Matching Contributions Account and
Employer Contributions Account, the Employer elects the following vesting
schedule: (Choose (a) or (b); (c) and (d) are available only as additional
options)
[ ] (a) Immediate vesting. 100% Nonforfeitable at all times. [Note: The
Employer must elect Option (a) if the eligibility conditions under
Adoption Agreement Section 2.01 (c) require 2 years of service or
more than 12 months of employment.]
[X] (b) Graduated Vesting Schedules.
Top Heavy Schedule Non Top Heavy Schedule
(Mandatory) (Optional)
Years of Nonforfeitable Years of Nonforfeitable
Service Percentage Service Percentage
Less than 1 0% Less than 1 %
1 0% 1 %
2 20% 2 %
3 40% 3 %
4 60% 4 %
5 80% 5 %
6 or more 100% 6 %
7 or more 100%
39
[ ] (c) Special vesting election for Regular Matching Contributions
Account. In lieu of the election under Options (a) or (b), the
Employer elects the following vesting schedule for a Participant's
Regular Matching Contributions Account: (Choose (1) or (2))
[ ] (1) 100% Nonforfeitable at all times.
[ ] (2) In accordance with the vesting schedule described in the
addendum to this Adoption Agreement, numbered 5.03(c). [Note:
If the Employer elects this Option (c)(2), the addendum must
designate the applicable vesting schedule(s) using the same
format as used in Option (b).]
[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy
Schedule which satisfies Code Section 416. The Employer, at its option, may
complete a Non Top Heavy Schedule. The Non Top Heavy Schedule must
satisfy Code Section 411(a)(2). Also see Section 7.05 of the Plan.]
[ ] (d) The Top Heavy Schedule under Option (b) (and, if applicable,
under Option (c)(2)) applies: (Choose (1) or (2))
[ ] (1) Only in a Plan Year for which the Plan is top heavy.
[ ] (2) In the Plan Year for which the Plan first is top heavy and
then in all subsequent Plan Years. [Note: The Employer may not
elect Option (d) unless it has completed a Non Top Heavy
Schedule.]
Minimum vesting. (Choose (e) or (f))
[X] (e) The Plan does not apply a minimum vesting rule.
[ ] (f) A Participant's Nonforfeitable Accrued Benefit will never be
less than the lesser of $__ or his entire Accrued Benefit, even
if the application of a graduated vesting schedule under
Options (b) or (c) would result in a smaller Nonforfeitable
Accrued Benefit.
Life Insurance Investments. The Participant's Accrued Benefit attributable
to insurance contracts purchased on his behalf under Article XI is:
(Choose (g) or (h))
[X] (g) Subject to the vesting election under Options (a), (b) or (c).
[ ] (h) 100% Nonforfeitable at all times, irrespective of the vesting
election under Options (b) or (c)(2).
5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
RESTORATION OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule
described in Section 5.04(C) of the Plan: (Choose (a) or (b))
40
[ ] (a) Does not apply.
[X] (b) Will apply to determine the timing of forfeitures for 0%
vested Participants. A Participant is not a 0% vested Participant
if he has a Deferral Contributions Account.
5.06 YEAR OF SERVICE - VESTING.
Vesting computation period. The Plan measures a Year of Service on the
basis of the following 12 consecutive month periods: (Choose (a) or (b))
[X] (a) Plan Years.
[ ] (b) Employment Years. An Employment Year is the 12 consecutive
month period measured from the Employee's Employment Commencement
Date and each successive 12 consecutive month period measured from
each anniversary of that Employment Commencement Date.
Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year
of Service is: (Choose (c) or (d))
[X] (c) 1,000 Hours of Service.
[ ] (d) ___ Hours of Service. [Note: The Hours of Service requirement
may not exceed 1,000.]
5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (Choose (a) or at least one of (b)
through (e))
[X] (a) None other than as specified in Section 5.08(a) of the Plan.
[ ] (b) Any Year of Service before the Participant attained the
age of ___. [Note: The age selected may not exceed age 18.]
[ ] (c) Any Year of Service during the period the Employer did not
maintain this Plan or a predecessor plan.
[ ] (d) Any Year of Service before a Break in Service if the number of
consecutive Breaks in Service equals or exceeds the greater of 5 or
the aggregate number of the Years of Service prior to the Break. This
exception applies only if the Participant is 0% vested in his Accrued
Benefit derived from Employer contributions at the time he has a Break
in Service. Furthermore, the aggregate number of Years of Service
before a Break in Service do not include any Years of Service not
required to be taken into account under this exception by reason of
any prior Break in Service.
[ ] (e) Any Year of Service earned prior to the effective date of ERISA
if the Plan would have disregarded that Year of Service on account
of an Employee's Separation from Service under a Plan provision in
effect and adopted before January 1, 1974.
41
ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS
Code Section 411(d)(6) Protected Benefits. The elections under this Article VI
may not eliminate Code Section 411(d)(6) protected benefits. To the extent the
elections would eliminate a Code Section 411(d)(6) protected benefit, see
Section 13.02 of the Plan. Furthermore, if the elections liberalize the
optional forms of benefit under the Plan, the more liberal options apply on
the later of the adoption date or the Effective Date of this Adoption
Agreement.
6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.
Distribution date. A distribution date under the Plan means MARCH 1, JUNE 1,
SEPTEMBER 1, AND DECEMBER 1. [Note: The Employer must specify the
appropriate date(s). The specified distribution dates primarily establish
annuity starting dates and the notice and consent periods prescribed by the
Plan. The Plan allows the Trustee an administratively practicable period of
time to make the actual distribution relating to a particular distribution
date.]
Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the
limitations of Section 6.01(A)(1), the distribution date for distribution
of a Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a),
(b), (c), (d) or (e))
[ ] (a) ______________________________________________________________
of the _____________________________ Plan Year beginning after the
Participant's Separation from Service.
[X] (b) AS SOON AS ADMINISTRATIVELY FEASIBLE AFTER THE VALUATION DATE
following the Participant's Separation from Service.
[ ] (c)___________________________________________________________ of the
Plan Year after the Participant incurs __ Break(s) in Service (as
defined in Article V).
[ ] (d) following the Participant's attainment of Normal Retirement Age,
but not earlier than _________days following his Separation from
Service.
[ ] (e) (Specify) ________________________________________________________.
Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under
Section 6.03.
Disability. The distribution date, subject to Section 6.01(A)(3), is:
(Choose (f), (g) or (h))
42
[ ] (f) ___________________________ after the Participant terminates
employment because of disability.
[X] (g) The same as if the Participant had terminated employment without
disability.
[ ] (h) (Specify)_______________________________________________________
Hardship. (Choose (i) or (j))
[X] (i) The Plan does not permit a hardship distribution to a Participant
who has separated from Service.
[ ] (j) The Plan permits a hardship distribution to a Participant who has
separated from Service in accordance with the hardship distribution
policy stated in: (Choose (1), (2) or (3))
[ ] (1) Section 6.01(A)(4) of the Plan.
[ ] (2) Section 14.11 of the Plan.
[ ] (3) The addendum to this Adoption Agreement, numbered
Section 6.01.
Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to
Section 9.04, the Plan: (Choose (k), (l) or (m))
[ ] (k) Treats the default as a distributable event. The Trustee, at the
time of the default, will reduce the Participant's Nonforfeitable
Accrued Benefit by the lesser of the amount in default (plus accrued
interest) or the Plan's security interest in that Nonforfeitable
Accrued Benefit. To the extent the loan is attributable to the
Participant's Deferral Contributions Account, Qualified Matching
Contributions Account or Qualified Nonelective Contributions Account,
the Trustee will not reduce the Participant's Nonforfeitable Accrued
Benefit unless the Participant has separated from Service or unless
the Participant has attained age 59-1/2.
[X] (l) Does not treat the default as a distributable event. When an
otherwise distributable event first occurs pursuant to Section 6.01 or
Section 6.03 of the Plan, the Trustee will reduce the Participant's
Nonforfeitable Accrued Benefit by the lesser of the amount in default
(plus accrued interest) or the Plan's security interest in that
Nonforfeitable Accrued Benefit.
[ ] (m) (Specify)______________________________________________________
6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will
apply Section 6.02 of the Plan with the following modifications: (Choose
(a) or at least one of (b), (c), (d) and (e))
[X] (a) No modifications.
43
[ ] (b) Except as required under Section 6.01 of the Plan, a lump sum
distribution is not available: ____________________________________
__________________________________________________.
[ ] (c) An installment distribution: (Choose (1) or at least one of (2)
or (3))
[ ] (1) Is not available under the Plan.
[ ] (2) May not exceed the lesser of ______ years or the maximum
period permitted under Section 6.02.
[ ] (3) (Specify) ______________________________________________.
[ ] (d) The Plan permits the following annuity options: _______________
________________________________.
Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan.
See Section 6.04(E). [Note: The Employer may specify additional
annuity options in an addendum to this Adoption Agreement, numbered
602(d).]
[ ] (e) If the Plan invests in qualifying Employer securities, as described
in Section 10.03(F), a Participant eligible to elect distribution under
Section 6.03 may elect to receive that distribution in Employer
securities only in accordance with the provisions of the addendum to
this Adoption Agreement, numbered 6.02(e).
6.03 BENEFIT PAYMENT ELECTIONS.
Participant Elections After Separation from Service. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may
elect to commence distribution of his Nonforfeitable Accrued Benefit:
(Choose at least one of (a) through (c))
[ ] (a) As of any distribution date, but not earlier than _______________
________________ of the ___________ Plan Year beginning after the
Participant's Separation from Service.
[ ] (b) As of the following date(s): (Choose at least one of Options (1)
through (6))
[ ] (1) Any distribution date after the close of the Plan Year in
which the Participant attains Normal Retirement Age.
[ ] (2) Any distribution date following his Separation from Service
with the Employer.
[ ] (3) Any distribution date in the _______________ Plan Year(s)
beginning after his Separation from Service.
44
[ ] (4) Any distribution date in the Plan Year after the Participant
incurs _________ Break(s) in Service (as defined in Article V).
[ ] (5) Any distribution date following attainment of age ____ and
completion of at least ___ Years of Service (as defined in
Article V).
[ ] (6) (Specify)_________________________________________________
_________________________.
[X] (c) (Specify) AS OF ANY DISTRIBUTION DATE, BUT NOT EARLIER THAN THE FIRST
DISTRIBUTION DATE AFTER THE VALUATION DATE FOLLOWING THE
PARTICIPANT'S SEPARATION FROM SERVICE.
The distribution events described in the election(s) made under
Options (a), (b) or (c) apply equally to all Accounts maintained for the
Participant unless otherwise specified in Option (c).
Participant Elections Prior to Separation from Service - Regular Matching
Contributions Account and Employer Contributions Account. Subject to the
restrictions of Article VI, the following distribution options apply
to a Participant's Regular Matching Contributions Account and Employer
Contributions Account prior to his Separation from Service: (Choose (d) or
at least one of (e) through (h))
[ ] (d) No distribution options prior to Separation from Service.
[X] (e) Attainment of Specified Age. Until he retires, the Participant has
a continuing election to receive all or any portion of his Non-
forfeitable interest in these Accounts after he attains: (Choose (1)
or (2))
[ ] (1) Normal Retirement Age.
[X] (2) 59.5 years of age and is at least 100% vested in these
Accounts. [Note: If the percentage is less than 100%, see the
special vesting formula in Section 5.03.]
[ ] (f) After a Participant has participated in the Plan for a period of
not less than __ years and he is 100% vested in these Accounts, until
he retires, the Participant has a continuing election to receive all
or any portion of the Accounts. [Note: The number in the blank space
may not be less than 5.]
[X] (g) Hardship. A Participant may elect a hardship distribution prior to
his Separation from Service in accordance with the hardship
distribution policy: (Choose (1), (2) or (3); (4) is available only as
an additional option)
[ ] (1) Under Section 6.01(A)(4) of the Plan.
[X] (2) Under Section 14.11 of the Plan.
45
[ ] (3) Provided in the addendum to this Adoption Agreement,
numbered Section 6.03.
[ ] (4) In no event may a Participant receive a hardship distribution
before he is at least ___% vested in these Accounts. [Note: If the
percentage in the blank is less than 100%, see the special vesting
formula in Section 5.03.]
[ ] (h) (Specify) ________________________________________________________
_________________________.
[Note: The Employer may use an addendum, numbered 6.03, to provide
additional language authorized by Options (b)(6), (c), (g)(3) or (h) of
this Adoption Agreement Section 6.03.]
Participant Elections Prior to Separation from Service - Deferral
Contributions Account, Qualified Matching Contributions Account and
Qualified Nonelective Contributions Account. Subject to the restrictions of
Article VI, the following distribution options apply to a Participant's
Deferral Contributions Account, Qualified Matching Contributions Account
and Qualified Nonelective Contributions Account prior to his Separation
from Service: (Choose (i) or at least one of (j) through (l))
[ ] (i) No distribution options prior to Separation from Service.
[X] (j) Until he retires, the Participant has a continuing election to
receive all or any portion of these Accounts after he attains:
(Choose (1) or (2))
[ ] (1) The later of Normal Retirement Age or age 59-1/2.
[X] (2) Age 59.5 (at least 59-1/2).
[X] (k) Hardship. A Participant, prior to this Separation from Service,
may elect a hardship distribution from his Deferral Contributions
Account in accordance with the hardship distribution policy under
Section 14.11 of the Plan.
[ ] (l) (Specify) _______________________________________________________
____. [Note: Option (l) may not permit in service distributions prior to
age 59-1/2 (other than hardship) and may not modify the hardship policy
described in Section 14.11]
Sale of trade or business/subsidiary. If the Employer sells substantially
all of the assets (within the meaning of Code Section 409(d)(2)) used in a
trade or business or sells a subsidiary (within the meaning of Code Section
409(d)(3)), a Participant who continues employment with the acquiring
corporation is eligible for distribution from his Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account: (Choose (m) or (n))
[X] (m) Only as described in this Adoption Agreement Section 6.03 for
distributions prior to Separation from Service.
46
[ ] (n) As if he has a Separation from Service. After March 31, 1988, a
distribution authorized solely by reason of this Option (n) must
constitute a lump sum distribution, determined in a manner consistent
with Code Section 401(k)(10) and the applicable Treasury regulations.
6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
annuity distribution requirements of Section 6.04: (Choose (a) or (b))
[X] (a) Apply only to a Participant described in Section 6.04(E) of the
Plan (relating to the profit sharing exception to the joint and
survivor requirements).
(b) Apply to all Participants.
ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS
9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other
than a distribution from a segregated Account and other than a collective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the
Plan) occurs more than 90 days after the most recent valuation date, the
distribution will include interest at: (Choose (a), (b) or (c))
[X] (a) 0% per annum. [Note: The percentage may equal 0%.]
[ ] (b) The 90 day Treasury bill rate in effect at the beginning of
the current valuation period.
[ ] (c) (Specify)__________________________________________________.
9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant
to Section 14.12, to determine the allocation of net income, gain or loss:
(Complete only those items, if any, which are applicable to the Employer's
Plan)
[X] (a) For salary reduction contributions, the Advisory Committee will:
(Choose (1), (2), (3), (4) or (5))
[ ] (1) Apply Section 9.11 without modification.
[ ] (2) Use the segregated account approach described in Section 14.12.
[ ] (3) Use the weighted average method described in Section 14.12,
based on a ______________________ weighting period.
[X] (4) Treat as part of the relevant Account at the
beginning of the valuation period 50% of the salary
reduction contributions: (Choose (i) or (ii))
[X] (i) made during that valuation period.
[ ] (ii) made by the following specified
time:__________________________________.
47
[ ] (5) Apply the allocation method described in the
addendum to this Adoption Agreement numbered 9.11(a).
[X] (b) For matching contributions, the Advisory Committee
will: (Choose (1), (2), (3) or (4))
[ ] (1) Apply Section 9.11 without modification.
[ ] (2) Use the weighted average method described in
Section 14.12, based on a _______ weighting period.
[X] (3) Treat as part of the relevant Account at the
beginning of the valuation period 50% of the matching
contributions allocated during the valuation period.
[ ] (4) Apply the allocation method described in the
addendum to this Adoption Agreement numbered 9.11(b).
[ ] (c) For Participant nondeductible contributions, the
Advisory Committee will: (Choose (1), (2), (3), (4) or (5))
[ ] (1) Apply Section 9.11 without modification.
[ ] (2) Use the segregated account approach described in
Section 14.12.
[ ] (3) Use the weighted average method described in
Section 14.12, based on a _________ weighting period.
[ ] (4) Treat as part of the relevant Account at the
beginning of the valuation period____% of the
Participant nondeductible contributions: (Choose (i) or
(ii))
[ ] (i) made during that valuation period.
[ ] (ii) made by the following specified
time:__________.
[ ] (5) Apply the allocation method described in the
addendum to this Adoption Agreement numbered 9.11(c).
48
ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of
the Plan, the aggregate investments in qualifying Employer
securities and in qualifying Employer real property: (Choose (a)
or (b))
[X] (a) May not exceed 10% of Plan assets.
[ ] (b) May not exceed ____% of Plan assets. [Note: The
percentage may not exceed 100%.]
10.14 VALUATION OF TRUST. In addition to each Accounting
Date, the Trustee must value the Trust Fund on the following
valuation date(s): (Choose (a) or (b))
[ ] (a) No other mandatory valuation dates.
[X] (b) (Specify) MARCH 31, JUNE 30 AND SEPTEMBER 30.
EFFECTIVE DATE ADDENDUM
(Restated Plans Only)
The Employer must complete this addendum only if the restated
Effective Date specified in Adoption Agreement Section 1.18 is different
than the restated effective date for at least one of the provisions listed
in this addendum. In lieu of the restated Effective Date in Adoption
Agreement Section 1.18, the following special effective dates apply:
(Choose whichever elections apply)
[ ] (a) Compensation definition. The Compensation definition of Section
1.12 (other than the $200,000 limitation) is effective for Plan Years
beginning after _________. [Note: May not be effective later than the
first day of the first Plan Year beginning after the Employer executes
this Adoption Agreement to restate the Plan for the Tax Reform Act of
1986, if applicable.]
[ ] (b) Eligibility conditions. The eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years beginning
after ______________.
[ ] (c) Suspension of Years of Service. The suspension of Years of
Service rule elected under Adoption Agreement Section 2.03 is
effective for Plan Years beginning after __________.
[ ] (d) Contribution/allocation formula. The contribution formula
elected under Adoption Agreement Section 3.01 and the method of
allocation elected under Adoption Agreement Section 3.04 is effective
for Plan Years beginning after ____________.
49
[ ] (e) Accrual requirements. The accrual requirements of Section 3.06
are effective for Plan Years beginning after ____________.
[ ] (f) Employment condition. The employment condition of Section 3.06
is effective for Plan Years beginning after _____________.
[ ] (g) Elimination of Net Profits. The requirement for the Employer not
to have net profits to contribute to this Plan is effective for Plan
Years beginning after _________. [Note: The date specified may not
be earlier than December 31, 1985.]
[ ] (h) Vesting Schedule. The vesting schedule elected under Adoption
Agreement Section 5.03 is effective for Plan Years beginning
after _________.
[ ] (i) Allocation of Earnings. The special allocation provisions
elected under Adoption Agreement Section 9.11 are effective for Plan
Years beginning after __________.
[ ] (j) (Specify) _______________________________________________.
For Plan Years prior to the special Effective Date, the terms of the
Plan prior to its restatement under this Adoption Agreement will control
for purposes of the designated provisions. A special Effective Date may not
result in the delay of a Plan provision beyond the permissible Effective
Date under any applicable law requirements.
50
Execution Page
The Trustee (and Custodian, if applicable), by executing this
Adoption Agreement, accepts its position and agrees to all of the
obligations, responsibilities and duties imposed upon the Trustee (or
Custodian) under the Prototype Plan and Trust. The Employer hereby agrees
to the provisions of this Plan and Trust, and in witness of its agreement,
the Employer by its duly authorized officers, has executed this Adoption
Agreement, and the Trustee (and Custodian, if applicable) signified its
acceptance, on this 14TH day of June, 1990.
Name and EIN of Employer: HUB CITY NORTH CENTRAL, L.P. 00-0000000
Signed:________________________________________________
XXXXXX XXXXXXX
Name(s) of Trustee: ASSOCIATED COMMERCE BANK
Signed:__________________________________________________
__________________________________________________
Name of Custodian:____________________________
Signed:_______________________________________
[Note: A Trustee is mandatory, but a Custodian is optional. See Section
10.03 of the Plan.]
Plan Number. The 3-digit plan number the Employer assigns to this Plan for
ERISA reporting purposes (Form 5500 Series) is: 001.
Use of Adoption Agreement. Failure to complete properly the elections in
this Adoption Agreement may result in disqualification of the Employer's
Plan. The 3-digit number assigned to this Adoption Agreement (see page 1)
is solely for the Regional Prototype Plan Sponsor's recordkeeping purposes
and does not necessarily correspond to the plan number the Employer
designated in the prior paragraph.
Reliance on Notification Letter. The Employer may not rely on the Regional
Prototype Plan Sponsor's notification letter covering this Adoption
Agreement. For reliance on the Plan's qualification, the Employer must
obtain a determination letter from the applicable IRS Key District office.
51
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)
The undersigned Employer, by executing this Participation
Agreement, elects to become a Participating Employer in the Plan identified
in Section 1.03 of the accompanying Adoption Agreement, as if the
Participating Employer were a signatory to that Agreement. The
Participating Employer accepts, and agrees to be bound by, all of the
elections granted under the provisions of the Prototype Plan as made by _____
____________________, the Signatory Employer to the Execution Page of the
Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation
in the designated Plan is: ________________.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[HUB CITY NORTH CENTRAL, L.P.] (b) The adoption of an amendment and
restatement of a plan currently maintained
by the Employer, identified as ___________,
and having an original effective date of ___.
Dated this ___ day of _____________________, 19___.
Name of Participating Employer: ___________
Signed: ___________________________________
Participating Employer's EIN: ____
Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.
Name of Signatory Employer: ____________________
________________________________________________
52
Accepted: ____________
[Date] Signed: ________________________________________
Name(s) of Trustee: ____________________________
Accepted: ____________
[Date] Signed: ________________________________________
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important
Prototype Plan information.]
53
LOAN POLICY
EXHIBIT A
The Advisory Committee of the HUB CITY NORTH CENTRAL, L.P. 401(K)
PROFIT SHARING PLAN adopts the following loan policy pursuant to the terms
of the Plan.
1. LOAN APPLICATION. Any Plan participant may apply for a loan from
the Plan. For purposes of this loan policy, the term "participant" means
any participant or beneficiary who is party in interest (as determined
under ERISA Section 3(14)) with respect to the Plan. A participant must apply
for each loan in writing with an application which specifies the amount of
the loan desired, the requested duration for the loan and the source of
security for the loan. The Advisory Committee will not approve any loan if
a participant is not creditworthy.
In order to be creditworthy, the participant must have established in
his or her community, a reputation which would entitle him or her to a
similar loan from a commercial or business lender. In applying for the loan
from the Plan, each participant must give full authority to investigate his
of her creditworthiness.
2. LIMITATION ON LOAN AMOUNT/PURPOSE OF LOAN. The Advisory Committee
will not approve any loan to a participant in an amount which exceeds 50%
of his or her nonforfeitable accrued benefit (account balance), as
reflected by the books and records of the Plan. The maximum aggregate
dollar amount of loans outstanding to any participant may not exceed
$50,000 as aggregated with all participant loans from other employer
qualified plans, reduced by the excess of the participant's highest
outstanding participant loan balance during the 12-month period ending on
the date of the loan over the participant's current outstanding participant
loan balance on the date of the loan. A participant may not request a loan
for less than $1000.00.
3. EVIDENCE AND TERMS OF LOAN. The Advisory Committee will document
every loan in the form of a promissory note signed by the participant for
the face amount of the loan, together with a commercially reasonable rate
of interest. The Advisory Committee will determine the appropriate interest
rate by obtaining at least one quote from a financial institution, as
chosen by the Advisory Committee, that is in the business of lending money.
The interest rate quote(s) must take into account the term of the loan, the
security on that loan, the creditworthiness of the participant, whether the
interest rate is adjustable during the term of the loan, and the intended
use of the loan proceeds, if known, and must reflect a commercially
reasonable rate for the geographical region in which the participant lives.
If participants in the Plan live in different geographical regions, the
Advisory Committee may establish a uniform commercially reasonable interest
rate applicable to all regions based on information obtained from at least
one region in which participants live. The Advisory Committee must
reevaluate interest rates for loans made more than one month since the last
loan made by the Plan.
A loan may provide a fixed rate of interest of one and one half
percent above the current Prime Rate. The Advisory Committee will determine
54
whether the interest rate is commercially reasonable at the time it
approves the loan and, in the case of an adjustable rate loan, at the time
of each scheduled adjustment. The loan must provide at least quarterly
payments under a level amortization schedule. All loan payments must be
under payroll deduction.
The loan may permit a suspension of payments for a period not
exceeding one year which occurs during an approved leave of absence. The
Advisory Committee will fix the term for repayments of any loan, however,
in no instance may the term of repayment be greater than five years, unless
the loan qualifies as a home loan. `The Advisory Committee may fix the term
for repayment of a home loan for a period not to exceed 15 years. A "home
loan" is a loan used to acquire a dwelling unit which, within a reasonable
time, the participant will use as a principal residence.
Participants should note the law treats the amount of any loan (other
than a "home loan") not repaid five years after the date of the loan as a
taxable distribution on the last day of the five year period or, if sooner,
at the time the loan is in default. If a participant extends a non-home
loan having a five year or less repayment term beyond five years, the
balance of the loan at the time of the extension is a taxable distribution
to the participant.
4. SECURITY FOR LOAN. A participant must secure each loan with an
irrevocable pledge and assignment of 50% of the nonforfeitable amount of
the borrowing participant's accrued benefit under the Plan or other
security (e.g., principal residence) the Advisory Committee accepts and
finds to be adequate, or both 50% of the participant's accrued benefit and
other security. The Advisory Committee may request the borrowing
participant to secure each loan with additional collateral acceptable to
the Advisory Committee or to substitute collateral given for the loan.
5. FORM OF PLEDGE. If the participant secures the loan wholly or
partly with 50% of his vested accrued benefit, the pledge and assignment of
that portion of his accrued benefit will be in the form attached to this
Loan Policy.
6. DEFAULT/RISK OF LOSS. The Advisory Committee will treat this loan
in default if:
(a) any scheduled payment remains unpaid more than 90 days;
(b) the making or furnishing of any representation or statement to
the Plan by or on behalf of the participant which proves to have
been false in any material respect when made or furnished;
(c) loss, theft, damage, destruction, sale or encumbrance to or of
any of the collateral, or the making of any levy seizure or
attachment thereof or thereon;
(d) death, dissolution, insolvency, business failure, appointment
of receiver of any part of the property of, assignment for the
benefit of creditors by, or the commencement of any proceeding
under any bankruptcy or insolvency laws of, by or against the
participant.
55
The participant will have the opportunity to repay the loan, resume
current status of the loan by paying any missed payment plus interest or,
if distribution is available under the plan, request distribution of the
note. If the loan remains in default, the Advisory Committee has the option
of foreclosing on any other security it holds or, to the extent a
distribution to the participant is permissible under the Plan, offset the
participant's vested account balance by the outstanding balance of the
loan. The Advisory Committee will treat the note as repaid to the extent of
any permissible offset. Pending final disposition of the note, the
participant remains obligated for any unpaid principal and accrued
interest.
The Plan intends this loan program not to place other participants at
risk with respect to their interests in the Plan. In this regard, the
Advisory Committee will administer any participant loan as a participant
directed investment of that portion of the participant's vested account
balance equal to the outstanding principal balance of the loan. The Plan
will credit that portion of the participant's interest with the interest
earned on the note and with principal payments received by the participant.
The Plan also will charge that portion of the participant's account balance
with expenses directly related to the organization, maintenance and
collection of the note.
Dated this 14th day of June, 1990.
"ADVISORY COMMITTEE"
_______________________________
XXXXXX XXXXXXX
_______________________________
XXXXXXX XXXXXXX
56
SOLUTION OF BOARD OF DIRECTORS
OF THE
HUB CITY NORTH CENTRAL, L.P.
I hereby certify that the following is a true copy of resolutions duly
adopted by the Board of Directors of the Employer at a special meeting held
on June 14, 1990.
WHEREAS, The Employer has previously adopted the Hub City North Central,
L.P. 401(k) Profit-Sharing Plan and Trust (hereinafter called the "Plan
and Trust") effective as of January 1, 1985.
WHEREAS, The Employer desires to amend and restate the Plan and Trust.
WHEREAS, The Board of Directors deems it in the best interest of the
Company and the Participants in the Plan and Trust to remove First
Interstate Bank as Trustee and appoint a Successor as indicated below:
NOW THEREFORE, Be it resolved, that First Interstate Bank is hereby removed
as Trustee of the Plan and Trust and that Associated Commerce Bank is hereby
named Successor Trustee of the Plan and Trust effective as of the date
signed below.
RESOLVED, That Associated Commerce Bank has been named Investment Manager
of the Plan and Trust with full investment authority.
RESOLVED, That effective immediately funds are to be transferred or paid
to Associated Commerce Bank as Successor Trustee of the Plan and Trust
effective as of the date signed below.
RESOLVED, That the Employer hereby amends and restates the Plan and Trust
under the terms of the Associated Commerce Bank Prototype Cash or Deferred
Profit-Sharing Plan effective for the Plan year beginning 01/01/87.
RESOLVED, That the Plan shall hereafter be known as the Hub City North
Central, Inc. 401(k) Profit-Sharing Plan and Trust (the "Plan and Trust").
FURTHER RESOLVED, That the proper officers of the Employer are hereby
authorized and directed to execute an Adoption Agreement setting forth
the terms and conditions of the Employer's amended and restated Plan.
FURTHER RESOLVED, That the Treasurer is hereby authorized and directed
to pay to the Trustee under the Employer's Plan, such sum or sums in
accordance with the terms of said plan from year to year until otherwise
directed by this board.
57
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
said Employer on this 14 day of June, 1990.
CORPORATE SEAL HUB CITY NORTH CENTRAL, L.P.
BY _____________________________
58
