THE PRINCIPAL FINANCIAL GROUP
PROTOTYPE FOR SAVINGS PLAN
ADOPTION AGREEMENT - PLUS
A. This ADOPTION AGREEMENT is
1) [ ] the Employer's first adoption of The Principal Financial
Group Prototype for Savings Plans. Together with THE PRINCIPAL
FINANCIAL GROUP PROTOTYPE BASIC SAVINGS PLAN, it constitutes
a) [ ] a new plan.
b) [ ] a restatement of an existing plan (and trust). That
plan was qualifiable under 401(a) of the Internal Revenue
Code. The provisions of this restatement are effective on
_________________, 19__. This is the RESTATEMENT DATE.
2) [X] Amendment No. 1 to the Plan. It replaces all prior amend-
ments to the Plan and the first Adoption Agreement. The
provisions of this amendment are effective on September 1, 1997.
B. The terms we, us and our, as they are used in this Plan, refer to
the EMPLOYER.
We, XXXX XXXXXXX COMPANY, are the Employer.
C. The PLAN'S NAME is XXXX XXXXXXX COMPANY PROFIT SHARING AND RETIRE-
MENT SAVINGS PLAN.
D. Our retirement plan became effective on January 1, 1989. This is
the EFFECTIVE DATE.
E. The YEARLY DATE is the first day of each Plan Year. The Yearly Date
is January 1, 1989, and
1) [X] the same day of each following year.
2) [ ] each following _______________ (month and day).
3) [ ] (a) each following _______________ (month and day) through
(b) _______________, 19__ and (c) each following ______________
(month and day).
If the first date in Item E is after the Effective Date, Yearly
Dates, before the first date in Item E above, shall be determined
under the provisions of the Prior Plan (Plan) before that date.
F. The FISCAL YEAR is our taxable year and ends on December 31.
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G. We are the NAMED FIDUCIARY, unless otherwise specified in (1) below.
1) [ ] ______________________ is the Named Fiduciary.
H. We are the PLAN ADMINISTRATOR, unless otherwise specified in (1)
below.
1) [ ] ______________________ is the Plan Administrator. The
address, phone number and tax filing number of the Plan
Administrator are the same as the Employer's unless otherwise
specified below:
Address: ______________________________________________________
Phone: ________________________________________________________
Tax Filing No.: _______________________________________________
I. A PREDECESSOR employer is a firm of which we were once a part or a
firm absorbed by us because of a change of name, merger, acquisition
or a change of corporate status.
1) [X] A Predecessor is deemed to be the Employer for purposes of
determining:
a) [X] Entry Service.
b) [X] Vesting Service.
c) [X] Hours of Service required to be eligible for an Employer
Contribution.
d) [X] Pay.
2) [ ] Service with or pay from a Predecessor shall be counted ONLY
if service continued with us without interruption. This item
shall not apply if this Plan is a continuation of a plan of that
Predecessor.
3) [ ] Service with or pay from a Predecessor shall INCLUDE service
or pay while a proprietor or partner. (If this item is not
checked, such service or pay shall not be counted.)
4) [X] Service with or pay from a Predecessor shall be counted ONLY
as to a Predecessor which
a) [ ] maintained a qualified pension or profit sharing plan
(or)
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b) [X] is named below:
BABSON BROS. CO.
J. An ELIGIBLE EMPLOYEE is
1) [X] an Employee of ours or of an Adopting Employer listed in
Item Z.
2) [ ] an Employee of ours or of an Adopting Employer listed in
Item Z provided the Employee meets the requirement(s) selected
below.
a) [ ] Employed in the following employment classification:
i) [ ] Paid on a salaried basis.
ii) [ ] Paid on a commission basis
iii) [ ] Paid on an hourly rate basis.
iv) [ ] Represented for collective bargaining purposes by
A. [ ] any bargaining unit.
B. [ ] _______________________________________________
v) [ ] Not represented for collective bargaining purposes
by
A. [ ] any bargaining unit for which retirement bene-
fits have been the subject of good faith bargaining
between Employee representatives and us.
B. [ ] _______________________________________________
b) If more than one employment classification is selected, the
Employee must meet
i) [ ] each one of the employment classifications selected
above.
ii) [ ] any one of the employment classifications selected
above.
c) [ ] Not covered under any other qualified
i) [ ] profit sharing plan (or)
ii) [ ] pension plan
to which we contribute.
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d) [ ] Employed at the following location or divisions or in
the following positions: __________________________________
e) [ ] Not employed at the following location or divisions or
in the following positions: _______________________________
K. ENTRY REQUIREMENTS
1) SERVICE REQUIRED to become an Active Member:
a) [ ] Service is NOT required.
b) [X] The minimum Entry Service required is
i) [X] 1 (one) whole year.
ii) [ ] __/12 of a year.
NOTE: If a fractional part of a year is required, the Hours
Method may not be used to determine Entry Service.
2) ENTRY SERVICE, subject to the provisions of the Plan Section
1.02, shall be determined as follows:
a) [ ] ELAPSED TIME METHOD. Entry Service is the total of an
Employee's countable Periods of Service without regard to
Hours of Service.
b) [X] HOURS METHOD. A year of Entry Service is an Entry
Service Period which has ended and in which an Employee has
1,000 Hours of Service, unless a lesser number is specified
in (i) below.
i) [ ] ____ Hours of Service
ii) [ ] A year of Entry Service shall be credited before the
end of the Entry Service Period if the Employee has the
number of Hours of Service specified above.
iii) An ENTRY SERVICE PERIOD is the 12-consecutive month
period beginning on an Employee's Hire Date and each
following 12-consecutive month period ending on the last
day of the Plan Year, including the 12-consecutive month
period ending on the last day of the first Plan Year
after his Hire Date, unless otherwise specified in A.
below. (See Plan Section 1.02 for the crediting of
Entry Service during the first two periods.)
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A. [ ] An Entry Service Period is the 12-consecutive
month period beginning on an Employee's Hire Date
and each following 12-consecutive month period
beginning on an anniversary of that Hire Date.
iv) An ENTRY BREAK in service, when the Hours Method is
used, is an Entry Service Period in which an Employee
is credited with not more than one-half of the Hours of
Service required for a year of Entry Service, unless
otherwise specified in A. below.
A. [ ] ____ or fewer Hours of Service.
3) AGE REQUIRED to become an Active Member:
a) [X] A minimum age is NOT required.
b) [ ] The Employee must be ____ or older.
4) [ ] The requirement(s) for entry checked below shall be waived
on _______________, 19__. This date shall be an Entry Date if
the Eligible Employee has met all the other entry requirements.
a) [ ] Service requirement.
b) [ ] Age requirement.
L. ENTRY DATE. An Eligible Employee may enter the Plan as an Active
Member on the earliest
1) [X] Monthly Date,
2) [ ] Semi-yearly Date,
3) [ ] Quarterly Date,
4) [ ] Yearly Date,
5) [ ] date
on or after the date this Plan became effective, on which he meets
all the entry requirements. This date is his ENTRY DATE.
M. PAY
1) COMPENSATION for purposes of Plan Section 3.06 is as defined
therein, under Information required to be reported under Code
Sections 6041 and 6051 (Wages, Tips and Other Compensation Box
on Form W-2), which is actually paid or made available by us for
the Limitation Year, unless otherwise specified in (a) or (b)
below.
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a) [ ] 415 safe-harbor compensation as defined in Plan Section
3.06.
b) [ ] Code Section 3401(a) wages (wages for purposes of income
tax withholding) as defined in Plan Section 3.06.
2) [ ] The definition of Compensation above shall apply on and
after the 1994 Limitation Year. The definition of Compensation
on any date before the 1994 Limitation Year shall be determined
in accordance with the provisions of the Prior Plan.
3) PAY for purposes of Plan Section 1.02 is the same as compensa-
tion for purposes of Plan Section 3.06 as specified in (1)
above.
4) [ ] The definition of Pay in this Item M shall apply on and
after the first Yearly Date in 1994. The definition of Pay on
any date before the first Yearly Date in 1994 shall be deter-
mined in accordance with the provisions of the Prior Plan.
Pay shall include elective contributions. Elective contributions
are amounts excludable from the gross income of the Employee under
Code Sections 125, 402(a)(8), 402(h) or 403(b), and contributed by
us, at the Employee's election, to a Code Section 401(k) arrange-
ment, a simplified employee pension, cafeteria plan or tax-sheltered
annuity. Elective contributions also include Pay deferred under a
Code Section 457 plan maintained by us and Employee contributions
"picked up" by a governmental entity and, pursuant to Code Section
414(h)(2), treated as our contributions.
5) For purposes of Elective Deferral Contributions only, Pay shall
not include reimbursements or other expense allowances, fringe
benefits (cash or noncash), moving expenses, deferred compensa-
tion, and welfare benefits, unless otherwise specified in (a)
below.
a) [ ] Pay for all purposes under the Plan shall not include
reimbursements or other expense allowances, fringe benefits
(cash or noncash), moving expenses, deferred compensation,
and welfare benefits.
6) ANNUAL PAY is, on any given date, an Employee's Pay for the
latest Pay Year ending on or before that date.
7) The PLAN YEAR is the one-year period ending on the last day of
each Plan Year, unless a different Pay Year is specified in (a)
below.
a) [ ] The one-year period ending on each ______________ (month
and day).
Pay is modified as follows:
8) [ ] An Employee's Annual Pay over $_________ shall be excluded.
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9) [ ] If a Member's Entry Date occurs after _______________, 19__,
Pay before such Entry Date shall be excluded.
Item (10) shall apply to the Pay used for purposes of determining
the allocation or amount of specified Contributions. Item (10)
shall NOT apply to the Pay used for purposes of determining the
allocation of Contributions if an Integration Level is used to
determine the allocation of Contributions.
10) [ ] Pay for purposes of determining the allocation or amount of
a) [ ] All Employer Contributions
b) [ ] Elective Deferral Contributions
c) [ ] Additional Contributions
d) [ ] Discretionary Contributions
EXCLUDES
e) [ ] bonuses
f) [ ] commissions
g) [ ] overtime pay
h) [ ] other special pay _____________________________________
Item (11) shall ONLY apply to the Pay used for purposes of deter-
mining excess amounts under Plan Section 3.07.
11) [X] Pay shall include only amounts received while an Active
Member of the Plan for the period described in Plan Section
3.07.
N. ELECTIVE DEFERRAL CONTRIBUTIONS for a Member are equal to a portion
of Pay as specified in the written elective deferral agreement. An
Employee who is eligible to participate in the Plan may file an
elective deferral agreement with us. The elective deferral agree-
ment to start Elective Deferral Contributions may be effective on a
Member's Entry Date (Reentry Date, if applicable) or any following
Semi-yearly Date, unless otherwise specified in (1) below.
1) [X] Following a Member's Entry Date (Reentry Date, if appli-
cable), a Member's elective deferral agreement may become
effective on any
a) [ ] Monthly Date.
b) [ ] Quarterly Date.
c) [ ] Yearly Date.
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d) [X] date.
The Member shall make any change or terminate the elective deferral
agreement by filing a new elective deferral agreement. A Member's
elective deferral agreement making a change may be effective on any
date an elective deferral agreement to start Elective Deferral
Contributions could be effective. A Member's elective deferral
agreement to stop Elective Deferral Contributions may be effective
on any date. The elective deferral agreement must be in writing and
effective before the beginning of the pay period in which Elective
Deferral Contributions are to start, change or stop. A Member may
not defer more than 20% of Pay for the Plan Year. Elective Deferral
Contributions shall be limited as needed to meet nondiscrimination
tests.
2) [X] 1% of Pay is the minimum Elective Deferral Contribution.
3) [X] Elective Deferral Contributions must be a whole percentage
of Pay.
4) [ ] ___% of Pay is the maximum Elective Deferral Contribution.
O. [X] We shall make MATCHING CONTRIBUTIONS.
1) The percentage of Elective Deferral Contributions matched is
a) [X] 25%.
b) [ ] determined by us, but won't be more than 100%.
i) [ ] ___% is the minimum percentage.
ii) [ ] ___% is the maximum percentage.
2) [X] Elective Deferral Contributions which are over the percen-
tage of Pay below won't be matched.
a) [X] 6%.
b) [ ] A percentage determined by us.
i) [ ] ___% is the minimum percentage.
ii) [ ] ___% is the maximum percentage.
3) Matching Contributions are made
a) [X] as Elective Deferral Contributions are made.
b) [ ] at the end of the Plan Year for Members meeting the
requirements in Item Q.
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4) [X] At the end of the Plan Year we may make more Matching Con-
tributions for Members who made Elective Deferral Contributions.
Our total Matching Contributions for the Plan Year shall be made
as specified below.
a) [X] The Matching Contributions made at the end of the Plan
Year shall only be made for those meeting the requirements
in Item Q.
b) The percentage of Elective Deferral Contributions matched is
i) [ ] ___%.
ii) [X] determined by us, but won't be more than 100%.
A. [ ] ___% is the minimum percentage.
B. [ ] ___% is the maximum percentage.
c) [X] Elective Deferral Contributions which are over the
percentage of Pay below won't be matched.
i) [X] 6%.
ii) [ ] A percentage determined by us.
A. [ ] ___% is the minimum percentage.
B. [ ] ___% is the maximum percentage.
5) [ ] Matching Contributions are Qualified Matching Contributions.
Qualified Matching Contributions are 100% vested and subject to
the withdrawal restrictions of Code Section 401(k).
a) [ ] Qualified Matching Contributions shall be made only for
Nonhighly Compensated Employees.
6) [ ] Our Matching Contributions for a Member during any Plan Year
shall not be more than $_________.
7) Forfeitures of Matching Contributions which relate to excess
amounts as provided in Plan Section 3.07 shall be used to offset
our first Contribution after the Forfeiture occurs, unless
otherwise specified in (a) below.
a) [ ] Forfeitures of Matching Contributions which relate to
excess amounts as provided in Plan Section 3.07 shall be
allocated to those meeting the requirements in Item Q who do
not have an excess amount using the allocation formula in
P(3)(a) and shall be deemed to be Matching Contributions.
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P. OTHER EMPLOYER CONTRIBUTIONS AND FORFEITURES
1) [ ] QUALIFIED NONELECTIVE CONTRIBUTIONS. Qualified Nonelective
Contributions are 100% vested and subject to the withdrawal
restrictions of Code Section 401(k).
a) [ ] We shall make Qualified Nonelective Contributions equal
to the following:
i) [ ] PAY FORMULA. An amount equal to
A. [ ] ___% of Pay for the pay period for each Member
who is an Active Member on the last day of that
period.
B. [ ] ___% of Annual Pay at the end of the Plan Year
for Members who meet the requirements in Item Q.
ii) [ ] SERVICE FORMULA. An amount equal to
A. [ ] $_________ for the pay period for each Member
who is an Active Member on the last day of that
period.
B. [ ] $_________ at the end of the Plan Year for
Members who meet the requirements in Item Q.
b) [ ] Qualified Nonelective Contributions may be made for each
Plan Year in an amount determined by us. Our Qualified
Nonelective Contributions shall be allocated to those
meeting the requirements in Item Q using the allocation
formula in P(3)(a).
c) [ ] Qualified Nonelective Contributions shall be made only
for or allocated only to Nonhighly Compensated Employees.
2) [ ] We shall make ADDITIONAL CONTRIBUTIONS equal to the fol-
lowing:
a) [ ] PAY FORMULA. An amount equal to
i) [ ] ___% of Pay for the pay period for each Member who
is an Active Member on the last day of that period.
ii) [ ] ___% of Annual Pay at the end of the Plan Year for
Members who meet the requirements in Item Q.
b) [ ] SERVICE FORMULA. An amount equal to
i) [ ] $_________ for the pay period for each Member who is
an Active Member on the last day of that period.
ii) [ ] $_________ at the end of the Plan Year for Members
who meet the requirements in Item Q.
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iii) [ ] $_________ for each Hour of Service he has PERFORMED
during the pay period for each Member who is an Active
Member during the pay period.
iv) [ ] $_________ for each Hour of Service CREDITED during
the pay period for each Member who is an Active Member
during the pay period.
3) [ ] DISCRETIONARY CONTRIBUTIONS may be made for each Plan Year
in an amount determined by us. The amount of our Discretionary
Contributions and Forfeitures, if applicable, allocated to a
person meeting the requirements in Item Q shall be equal to the
following:
a) [ ] PAY FORMULA. An amount equal to our Discretionary
Contributions and Forfeitures, if applicable, multiplied by
the ratio of such person's Annual Pay to the total Annual
Pay of all such persons.
b) [ ] INTEGRATED FORMULA. An amount equal to a percentage of
the person's Annual Pay up to the Integration Level plus a
percentage (equal to 2 times the first percentage) of his
Annual Pay over the Integration Level. The first percentage
shall be the Maximum Integration Rate, unless otherwise
specified in (i) below.
i) [ ] ____% (If this percentage exceeds the Maximum Inte-
gration Rate, the Maximum Integration Rate shall apply.)
If our Discretionary Contributions and Forfeitures, if
applicable, are not great enough to provide this allocation,
the percentage above shall be proportionally reduced.
If our Discretionary Contributions and Forfeitures, if
applicable, are more than enough to provide the allocation
above, any amount remaining shall be allocated in the same
manner as provided in the Pay Formula, Item P(3)(a).
ii) The MAXIMUM INTEGRATION RATE shall be determined
according to the following schedule:
INTEGRATION
INTEGRATION LEVEL RATE
--------------------------------------- -----------
100% of TWB 5.7%
Less than 100%, but more than 80% of TWB 5.4%
More than the greater of $10,000 or 20%
of TWB, but not more than 80% of TWB 4.3%
Not more than the greater of $10,000
or 20% of TWB 5.7%
"TWB" means the taxable wage base as in effect on the
latest Yearly Date. "Taxable wage base" means the
42
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maximum amount of earnings which may be considered for
wages for a year under Code Section 3121(a)(1).
On any date the portion of the rate of tax under Code
Section 3111(a) (in effect on the latest Yearly Date),
which is attributable to old age insurance, exceeds
5.7%, such rate shall be substituted for 5.7%, and 5.4%
and 4.3% shall be increased proportionately.
iii) The INTEGRATION LEVEL is the taxable wage base (as de-
fined in (ii) above) as in effect on the latest Yearly
Date, unless otherwise specified in A. or B. below.
A. [ ] $_________.
B. [ ] ____% of such taxable wage base.
4) If P(3) is selected, FORFEITURES shall be reallocated to re-
maining Members, and if P(3) is not selected, Forfeitures shall
be used to offset our first Contribution made after the Forfei-
ture is determined, unless otherwise specified in (a) or (b)
below. If P(3) is selected, Forfeitures shall be allocated with
our Discretionary Contributions and deemed to be Discretionary
Contributions. (See Plan Section 3.05.)
a) [ ] Forfeitures shall not be allocated with our Discretion-
ary Contributions, but shall be used to offset our first
Contribution made after the Forfeiture is determined.
b) [ ] Forfeitures shall not be used to offset our first Con-
tribution, but shall be allocated to those meeting the
requirements in Item Q using the allocation formula in
P(3)(a) and shall be deemed to be Additional Contributions.
Q. NET PROFITS AND CONTRIBUTION REQUIREMENTS
1) Our Contributions shall be made out of our current or accumu-
lated NET PROFITS unless otherwise specified below.
a) [X] Our Contributions may be made without regard to our
current or accumulated Net Profits.
2) REQUIREMENTS FOR CONTRIBUTIONS. The allocation of our Contri-
butions is subject to the provisions of Article III and Article
X of the Plan. Our Contributions which are subject to the
requirements of this Item Q and Forfeitures shall be allocated
as of the last day of the Plan Year to each
a) [ ] person who was an Active Member at any time during the
Plan Year.
b) [X] Active Member on that date.
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c) [ ] person who was an Active Member at any time during the
Plan Year and who has at least 1,000 Hours of Service during
the latest Accrual Service Period ending on or before that
date, unless a lesser number is specified in (i) below.
i) [ ] ____ Hours of Service.
d) [ ] Active Member on that date who has at least 1,000 Hours
of Service during the latest Accrual Service Period ending
on or before that date, unless a lesser number is specified
in (i) below.
i) [ ] ____ Hours of Service.
The allocation requirements in (b), (c) or (d) are modified as
follows:
e) [X] Our Contributions shall also be allocated to each person
who was an Active Member at any time during the Plan Year
and who has retired, become Totally Disabled, or died.
3) The ACCRUAL SERVICE PERIOD is the 12-consecutive month period
ending on the last day of each Plan Year, unless a different
period is specified in (a) below.
a) [ ] The 12-consecutive month period ending on each ________
(month and day).
R. CONTRIBUTION MODIFICATIONS
CONTRIBUTION LIMITATIONS: The Annual Additions for a Member during
a Limitation Year shall NOT be more than the Maximum Permissible
Amount. (See Plan Sections 3.06 and 10.05.)
1) For Limitations Years beginning after December 31, 1991, for
purposes of applying the limitations of Plan Section 3.06,
Compensation for a Limitation Year is the Compensation actually
paid or made available during such Limitation Year.
2) The LIMITATION YEAR is the 12-consecutive month period ending on
each December 31.
3) If the Member is covered under another qualified defined con-
tribution plan maintained by the Employer, as defined in Plan
Section 3.06, other than a Master or Prototype Plan:
a) [ ] The provisions of (f) through (k) of Plan Section 3.06
will apply as if the other plan were a Master or Prototype
Plan.
b) [ ] The method described on the attached page shall be used
to limit total Annual Additions to the Maximum Permissible
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Amount, and will properly reduce the Excess Amounts, in a
manner which precludes Employer discretion.
4) If the Member is or has ever been a member in a defined benefit
plan maintained by the Employer, as defined in Plan Section
3.06, the method described on the attached page shall be used
to satisfy the 1.0 limitation of Code Section 415, in a manner
which precludes Employer discretion.
5) [ ] The amount of our Contributions for any
a) [ ] Plan Year
b) [ ] Limitation Year
allocated to a person meeting the requirements in Item Q shall
not be more than (the lessor of)
c) [ ] $_________ (or)
d) [ ] ____% of his Annual Pay (Compensation for the Limitation
Year if (b) above is selected).
TOP-HEAVY PLAN REQUIREMENTS: The amount and allocation of Contribu-
tions shall be subject to the provisions of Article X of the Plan in
Years when this is a Top-heavy Plan.
6) [X] Key Employees who are Employees on the last day of the Year
shall also receive the minimum allocation required in Years when
this is a Top-heavy Plan.
7) [ ] A ____% (not less than 3%) minimum allocation shall apply in
Years when this is a Top-heavy Plan.
8) [ ] The minimum allocation in (6) and (7) above and in Article X
shall apply in all Years without regard to whether or not this
is a Top-heavy Plan or to the requirements in Item Q.
9) [ ] The method described on the attached page shall be used to
meet the minimum allocation and benefit requirements in Years
when this is a Top-heavy Plan, in a manner which precludes
Employer discretion.
PRESENT VALUE: For purposes of establishing Present Value to com-
pute the Top-heavy Ratio, any benefit shall be discounted only for
7 1/2% interest and mortality according to the 1971 Group Annuity
Table (Male) without the 7% margin but with projection by Scale E
from 1971 to the later of (a) 1974, or (b) the year determined by
adding the age to 1920, and wherein for females the male age six
years younger is used, unless otherwise specified in (10) and (11)
below:
10) [ ] Interest rate ____%.
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11) [ ] Mortality table: __________________________________________
S. VOLUNTARY CONTRIBUTIONS are NOT permitted, unless otherwise speci-
fied in (1) below.
1) [ ] Voluntary Contributions are permitted.
T. INVESTMENT
1) [X] The Plan is trusteed. Plan assets may be invested in an
Annuity Contract and other funding vehicle(s).
We have named the following person(s) to act as TRUSTEE under
the Trust:
XXXXXX X. XXXXX
XXXXXX X. XXXXXX
XXXXXXX X. XXXXX
a) LIFE INSURANCE
i) [ ] With the Trustee's consent and subject to the limits
and provisions of Article IV of the Plan, an Active
Member may elect to have his Account applied to purchase
life insurance coverage on his life.
ii) [X] Life insurance coverage is not provided under this
Plan.
b) LOANS
i) [ ] The Trustee shall NOT make a loan to a Member.
ii) [X] The Trustee may make a loan to a Member from the
Trust Fund, subject to the provisions of Plan Section
5.06.
iii) XXXXXX X. XXXXXX is the Loan Administrator.
iv) [X] The minimum amount of any loan is $1,000.
v) [ ] The maximum amount of any loan is the lesser of 50%
of the Member's Vested Account or $_________, reduced by
any outstanding loan balance.
vi) The number of outstanding loans shall be limited to one,
unless otherwise specified in A. or B. below.
A. [ ] The number shall be limited to ____.
B. [ ] The number shall not be limited.
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vii) The number of loans approved in a 12-month period shall
be limited to one, unless otherwise specified in A. or
B. below.
A. [ ] The number shall be limited to ____.
B. [X] The number shall not be limited.
2) [ ] The Plan is NOT trusteed. Plan assets shall be invested
only in an Annuity Contract.
3) Subject to the provisions of Articles IV and VIIIA of the Plan
and the Annuity Contract, the investment of that part of a
Member's Account resulting from
a) our Contributions other than Elective Deferral Contributions
shall be directed by
i) [ ] the Member with the Trustee's consent (our consent,
if not trusteed).
ii) [X] the Member.
iii) [ ] the Trustee (us, if not trusteed).
b) Elective Deferral Contributions shall be directed by
i) [ ] the Member with the Trustee's consent (our consent,
if not trusteed).
ii) [X] the Member.
iii) [ ] the Trustee (us, if not trusteed).
c) Member Contributions and Rollover Contributions shall be
directed by
i) [ ] the Member with the Trustee's consent (our consent,
if not trusteed).
ii) [X] the Member.
iii) [ ] the Trustee (us, if not trusteed).
U. VESTING PERCENTAGE is used to determine the nonforfeitable percen-
tage of a Member's Account resulting from our Contributions.
The Vesting Percentage for a Member who is an Employee on the date
he reaches Normal Retirement Age, meets the requirement(s) for Early
Retirement Date, becomes Totally Disabled or dies, whichever occurs
first, shall be 100% on such date.
47
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1) Fully Vested Contributions. Elective Deferral Contributions are
100% vested. Qualified Matching Contributions and Qualified
Nonelective Contributions are 100% vested. The following
Employer Contributions are also 100% vested at all times.
a) [ ] All other Employer Contributions.
b) [ ] Additional Contributions.
c) [ ] Matching Contributions.
d) [ ] Discretionary Contributions.
2) A Member's Account resulting from our Contributions which are
not 100% vested is subject to the Vesting Percentage determined
below.
Vesting
Service Vesting Percentage
------- ---------------------------------------------------
(a) (b) (c) (d) (e)
[ ] [ ] [ ] [X] [ ]
Less
than 1 0 0 0 0 ___
1 0 0 0 0 ___
2 0 20 0 0 ___
3 100 40 0 20 ___
4 60 0 40 ___
5 80 100 60 ___
6 100 80 ___
7 100 ___
A Member's Vesting Percentage determined above shall never be
reduced in later years. If this Plan is or ever has been a Top-
heavy Plan, the minimum vesting provisions of Article X shall apply.
V. VESTING SERVICE, subject to the provisions of Plan Section 1.02,
shall be determined as follows:
1) [ ] ELAPSED TIME METHOD. Vesting Service is the total of an
Employee's countable Periods of Service without regard to Hours
of Service.
a) [ ] The Elapsed Time Method is used to determine service on
and after _______________, 19__.
b) [ ] The Elapsed Time Method is used to determine service
before _______________, 19__.
2) [X] HOURS METHOD. A year of Vesting Service is a Vesting
Service Period in which an employee has 1,000 Hours of Service,
unless a lesser number is specified in (a) below.
48
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a) [X] 500 Hours of Service.
b) A VESTING SERVICE PERIOD is the 12-consecutive month period
ending on the last day of each Plan Year, unless otherwise
specified in (i) or (ii) below.
i) [ ] The 12-consecutive month period ending on each
________ (month and day).
ii) [ ] The 12-consecutive month period ending on
A. each _______________ (month and day) through
B. _______________, 19__ and
C. each following _______________ (month and day).
c) A VESTING BREAK in service, when the Hours Method is used,
is a Vesting Service Period in which an Employee is credited
with not more than one-half of the Hours of Service required
for a year of Vesting Service, unless otherwise specified in
(i) below.
i) [ ] ____ or fewer Hours of Service.
d) [ ] The Hours Method is used to determine service on and
after _______________, 19__.
e) [ ] The Hours Method is used to determine service before
____________, 19__.
Vesting Service is modified as follows:
3) [ ] Service before _______________, 19__
a) [ ] is the total of an Employee's countable service with us,
expressed in whole years and fractional parts of a year
(counting a partial month as a complete month).
b) [ ] shall be determined under the provisions of the Plan in
effect on the day before that date.
4) [ ] Service before _______________, 19__ shall NOT be counted.
5) [ ] Service before an Employee attains age ____ shall NOT be
counted. (If the Hours Method is used, service during the
Vesting Service Period in which he attains this age shall not be
excluded because of this item.)
49
19
W. WITHDRAWAL BENEFITS
1) A Member may withdraw, in a single sum, any part of his Vested
Account resulting from Voluntary Contributions. A Member may
make only two such withdrawals in any twelve-month period,
unless otherwise specified in (a) below.
a) [ ] A Member may make
i) [ ] such a withdrawal at any time.
ii) [ ] only ____ such withdrawal(s) in any twelve-month
period.
2) [X] Unless otherwise specified in (a) below, a Member may with-
draw any part of his Vested Account which does not result from
Voluntary Contributions, Qualified Matching Contributions or
Qualified Nonelective Contributions in the event of undue
financial hardship. Withdrawals from the Member's Account
resulting from Elective Deferral Contributions shall be limited
to the amount of the Member's Elective Deferral Contributions
(and earnings thereon accrued as of December 31, 1988). The
withdrawal is subject to the provisions of Plan Section 5.05.
a) [X] Such withdrawal shall be limited to the amount of the
Member's Elective Deferral Contributions (and earnings
thereon accrued as of December 31, 1988).
3) [ ] A Member may withdraw any part of his Vested Account which
does not result from voluntary Contributions at any time after
he attains age 59 1/2. A Member may make only two such with-
drawals in any twelve-month period, unless otherwise specified
in (a) below.
a) [ ] A Member may make
i) [ ] such a withdrawal at any time.
ii) [ ] only ____ such withdrawal(s) in any twelve-month
period.
4) [ ] A percentage of a Member's Vested Account which does not
result from Voluntary Contributions, Elective Deferral Con-
tributions, Qualified Matching Contributions or Qualified
Nonelective Contributions may be withdrawn after he has been
an Active Member for at least five (5) years.
The percentage which may be withdrawn is
a) [ ] 25%.
b) [ ] 25% or 50%, as he requests.
c) [ ] 25%, 50% or 75%, as he requests.
50
20
d) [ ] any percentage up to ____%, as he requests.
A Member shall not make another withdrawal under this item until
he has been an Active Member for at least five (5) years since
his last withdrawal.
NOTE: Withdrawals are subject to the qualified election procedures
of Article VI.
X. RETIREMENT AND THE START OF BENEFITS
1) NORMAL RETIREMENT AGE is the age at which the Member's Account
shall become nonforfeitable if he is an Employee. A Member's
Normal Retirement Age is age 65, unless otherwise specified in
(a) or (b) below.
a) [ ] Age ____.
b) [ ] The older of age ____ or his age on the
i) [ ] date ____ years after the first day of the Plan Year
in which his Entry Date occurred.
ii) [ ] earlier of the date ____ years after his Hire Date
or the date 5 years after the first day of the Plan Year
in which his Entry Date occurred.
iii) [ ] A Member's Normal Retirement Age shall NOT be older
than age ____.
c) [ ] A Member's Normal Retirement Age shall NOT be older than
normal retirement age under the Plan on the day before any
change in the Normal Retirement Age provisions, if he was a
Member on such date.
2) EARLY RETIREMENT DATE
a) [X] Early Retirement Date is the first day of the month
before a Member's Normal Retirement Date which he selects
for the start of retirement benefits. This day shall be on
or after the date the Member ceases to be an Employee and
the date the following requirement(s) are met:
i) [X] He is age 55.
ii) [X] He has 7 years of Vesting Service.
iii) [ ] He is within ____ years of Normal Retirement Date.
iv) [ ] He has been an Active Member ____ years.
b) [ ] Early retirement is NOT permitted.
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21
3) Section 5.03 permits an Employee to elect to start benefits
after he ceases to be an Employee. The start of benefits is
modified as follows:
a) [ ] Benefit payments from that part of a Member's Vested
Account resulting from our contributions shall not begin
before the Member retires, becomes Totally Disabled or dies.
A small Vested Account may be paid earlier in a single sum.
(See Plan Section 9.10.)
i) [ ] Such restriction shall not apply to that part of a
Member's Vested Account resulting from Elective Deferral
contributions.
b) [ ] The Member may elect to receive his Member Contributions
in a single sum. Any other benefit payment under Plan
Section 5.03 shall not begin before the Member has ceased
to be an Employee for a period of time. Payment of a small
Vested Account will also be delayed. (See Plan Section
9.10.) The period of time is
i) [ ] ____ month(s).
ii) [ ] ____ year(s).
Y. FORMS OF DISTRIBUTION
1) [ ] A Member may not receive a SINGLE SUM payment of that part
of his Vested Account resulting from our Contributions
a) [ ] at any time.
b) [ ] before the Member retires or becomes Totally Disabled.
A small Vested Account may be paid in a single sum. (See Plan
Section 9.10.)
By executing this Adoption Agreement, we, the Employer adopt "The
Principal Financial Group Prototype for Savings Plan" for the exclusive
benefit of our employees. Our selections and specifications contained
in this Adoption Agreement and the terms, provisions and conditions
provided in The Principal Financial Group Prototype Basic Savings Plan
constitute our PLAN. No other basic plan may be used with this Adoption
Agreement.
It is understood that Principal Mutual Life Insurance Company is not a
party to our Plan and shall not be responsible for any tax or legal
aspects of our Plan. We assume responsibility for these matters. We
acknowledge that we have counseled, to the extent necessary, with
selected legal and tax advisors. The obligations of Principal Mutual
Life Insurance Company shall be governed solely by the provisions of
its contracts and policies. Principal Mutual Life Insurance Company
shall not be required to look into any action taken by the Plan Adminis-
trator, Named Fiduciary, Trustee or us and shall be fully protected in
taking, permitting or omitting any action on the basis of our actions.
Principal Mutual Life Insurance Company shall incur no liability or
52
22
responsibility for carrying out actions as directed by the Plan Adminis-
trator, Named Fiduciary, Trustee or us.
------------------------------------------------------------------------
This Plan is an important legal document. It may not fit
your situation. You will want to consult with your lawyer
on whether it does or not and on its tax and legal implica-
tions, for which neither Principal Mutual Life Insurance
Company nor its agents can assume responsibility.
Failure to properly fill out this Adoption Agreement may
result in disqualification of this Plan. Principal Mutual
Life Insurance Company will inform you of any amendments
made to the Plan or of the abandonment of the Plan. The
address of Principal Mutual Life Insurance Company is
000 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000. When you
first adopt the prototype, Principal Mutual will assign a
contact person and give you a toll-free number. If you have
not been assigned a contact person, call 0-000-000-0000,
Extension 75397, for assistance.
The opinion letter issued by the National Office of the
Internal Revenue Service applies to the prototype form.
You may not rely on it as evidence that your Plan is quali-
fied under Code Section 401. In order to obtain reliance
with respect to the qualification of your plan, you must
apply to your Key District Office for a determination letter.
------------------------------------------------------------------------
This Adoption Agreement is executed August 14, 1997.
FOR THE EMPLOYER
By /S/ XXXXXX X. XXXXX
-------------------------------
(signature)
SENIOR VICE PRESIDENT & CFO
-------------------------------
(title)
[ ] By my signature above, I hereby
execute this Adoption Agreement on
behalf of each Adopting Employer
identified in Item Z.
ACKNOWLEDGMENT BY THE NAMED FIDU-
CIARY (IF OTHER THAN THE EMPLOYER OR
TRUSTEE).
By
-------------------------------
(signature)
53
23
Z. ADOPTING EMPLOYERS
There are no Adopting Employers under this Plan.
FOR THE TRUSTEE(S)
By /S/ XXXXXX X. XXXXX
--------------------------------------------------------------
(signature)
Title: SENIOR VICE PRESIDENT AND CFO XXXXXX X. XXXXX
--------------------------------------------------------------
Address: XXXX XXXXXXX COMPANY
--------------------------------------------------------------
X X XXX 000
--------------------------------------------------------------
XXXXXXXXXXX XX 00000-0000
--------------------------------------------------------------
By /S/ XXXXXX X. XXXXXX
--------------------------------------------------------------
(signature)
Title: RISK AND BENEFITS MANAGER XXXXXX X. XXXXXX
--------------------------------------------------------------
Address: XXXX XXXXXXX COMPANY
--------------------------------------------------------------
X X XXX 000
--------------------------------------------------------------
XXXXXXXXXXX XX 00000-0000
--------------------------------------------------------------
By /S/ XXXXXXX X. XXXXX
--------------------------------------------------------------
(signature)
Title: DIRECTOR OF HUMAN RESOURCES XXXXXXX X. XXXXX
--------------------------------------------------------------
Address: XXXX XXXXXXX COMPANY
--------------------------------------------------------------
X X XXX 000
--------------------------------------------------------------
XXXXXXXXXXX XX 00000-0000
--------------------------------------------------------------
Item R(3)(b) The method used to limit Annual Additions to the Maximum
Permissible Amount:
Item R(4) The method used to satisfy the 1.0 limitation of Code Section
415:
The Projected Annual Benefit shall be limited first. If the Mem-
ber's annual benefit(s) equal his Projected Annual Benefit, as
limited, then Annual Additions to the defined contribution plan(s)
shall be limited to the extent needed to reduce the sum to 1.0.
First, the voluntary contributions the Member may make for the
Limitation Year shall be limited. Next, any forfeitures reallocated
to the Member shall be reallocated to remaining Members to the ex-
tent necessary to reduce the decimal to 1.0. Last, to the extent
necessary, employer contributions for the Limitation Year shall be
reallocated or limited, and any required and optional employee con-
tributions to which such employer contributions were geared shall be
reduced in proportion. If, for the Limitation Year, the Member has
an Annual Addition under more than one defined contribution plan or
welfare benefit fund or individual medical account maintained by the
Employer, as defined in Plan Section 3.06, any reduction above shall
be made using the same method used to limit Annual Additions to the
Maximum Permissible Amount.
54
24
Item R(9) The method used to meet the minimum contribution and alloca-
tion requirements in Years when this is a Top-heavy Plan:
Amend No. 1, Effective SEPTEMBER 1, 1997 Annuity Contract No.: GA84373
55
