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EXHIBIT 7
PART II
[ CHESTNUT STREET EXCHANGE FUND ]
NAME OF ADOPTING EMPLOYER
DEFINED CONTRIBUTION PLAN
(PROFIT-SHARING OR PROFIT-SHARING 401(K))
REGIONAL PROTOTYPE PLAN NUMBER 001
ADOPTION AGREEMENT
DRINKER XXXXXX & XXXXX LLP
REGIONAL PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST AGREEMENT
[ FUND OFFICE RETIREMENT PROFIT-SHARING PLAN ]
NAME OF PLAN
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INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
00 XXXXXXX XXXXX
XXXXXXXXX, XX 00000-0000
Employer Identification Number:
Date: JAN 04, 1993 00-0000000
File Folder Number:
DRINKER XXXXXX & XXXXX 521006125
PHILADELPHIA NATIONAL BANK BLDG Person to Contact:
C/O XXXXX X XXXXXXX ESQUIRE X.X. Xxxxxxx
DRINKER XXXXXX & XXXXX Contact Telephone Number:
0000 XXXXXXXX XXXXXX XX XXX XX XXXX (000) 000-0000
PHILADELPHIA, PA 19107-3496 Plan Name:
REGIONAL PROTOTYPE
DEFINED CONTRIBUTION PLAN
Plan Number: 001
Letter Serial Number:
D8520005
Dear Applicant:
The amendment to the form of the plan identified above is acceptable
under section 401(a) or 403(a) of the Internal Revenue Code. This letter relates
only to the amendment to the form of the plan. It is not a determination of any
other amendment or of the form of the plan as a whole, or on the effect of other
federal or local statutes.
You must furnish a copy of this letter and the enclosed publication to
each employer who adopts this plan. You must also send a copy of this letter, a
copy of the approved form of the plan, and any approved amendments and related
documents to each key District Director of the Internal Revenue Service in whose
jurisdiction there are adopting employers.
The acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). To adopt the form of the plan, the employer should apply for a
determination letter by filing an application with the key District Director of
the Internal Revenue Service on Form 5307, Application for Determination for
Adopters of Master or Prototype, Regional Prototype or Volume Submitter Plans.
For purposes of sections 15.02 and 15.03 of Rev. Proc. 89-13, 1989-1 C
.B. 801, your application was received before March 31, 1991.
Please advise those adopting the plan to contact you if they have any
questions about the operation of the plan.
We have sent a copy of this letter to your representative as indicated
in your Power of Attorney.
If you have any questions on our processing of this case, please call
the above telephone number. If you write, please provide your telephone number
and the most convenient time for us to call in case we need more information.
Whether you call or write, please refer to the Letter Serial Number and File
Folder Number shown in the heading of this letter.
You should keep this letter as a permanent record.
Sincerely yours,
/s/ X.X. Xxxxxxxxx
District Director
Enclosure(s)
Publication 1488 Letter 2026/DO/CG)
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Department of the Treasury Internal Revenue Service
PUBLICATION 1488
(Rev. February 1991)
FAVORABLE NOTIFICATION LETTER
INTRODUCTION
This publication is issued in conjunction with a favorable notification letter.
It explains the significance of your letter, points out some features that may
affect the qualified status of the plan, and provides information on the
reporting requirements for the plan.
An employee retirement plan qualified under Internal Revenue Code
section 401(a) or 403(a) (qualified plan) is entitled to favorable tax
treatment. For example, contributions made in accordance with the plan document
are generally currently deductible. Participants will not include these
contributions into income until the time they receive a distribution from the
plan, at which time special income averaging rates for lump sum distributions
may serve to reduce the tax liability. In some cases, taxation may be further
deferred by rollover to another qualified plan or individual retirement
arrangement. See Publication 575, Pension and Annuity Income (Including
Simplified General Rule), for further details. Finally, plan earnings may
accumulate free of tax.
Employee retirement plans that fail to satisfy the requirements under
section 401(a) or 403(a) are not entitled to this favorable tax treatment.
Therefore, many employers desire advance assurance that the terms of their plans
satisfy the qualification requirements. The Service provides such advance
assurance for regional prototype plans by issuing favorable notification
letters. However, in some cases, a determination letter is also required for
reliance.
SIGNIFICANCE OF A FAVORABLE NOTIFICATION LETTER
Notification letters are issued by the Service to sponsors of regional prototype
plans. Plan sponsors then make the plan available to employers who may adopt the
plans for the benefit of their employees.
The significance of a favorable notification letter differs for
standardized plans and nonstandardized plans. A standardized plan can be
identified by the number 2, 5, or 7 appearing in the second position of the
letter serial number (the number following the alpha character which appears in
the upper right portion of the letter). A nonstandardized plan may be identified
by the number 3, 6, or 8 appearing in the second position.
STANDARDIZED PLANS. A standardized plan is designed to be automatically
acceptable under any fact pattern, except as indicated below. Therefore, there
is no need to request a determination letter for such plans, provided the
employer does not amend the plan and chooses only those options in the adoption
agreement that were approved by the Service. Although a determination letter is
not requested, the employer must still inform interested parties of the
establishment or amendment of the plan. However, a determination letter is
required for advance assurance that the provisions of the plan satisfy the
qualification requirements if the employer maintains or has maintained another
qualified plan. The Employer is not considered to have maintained another plan
merely because the plan was previously not a standardized plan. Under certain
circumstances, employers who have adopted standardized defined benefit plans may
wish to request a determination letter that their plans prior benefit structure
satisfies the requirements of Internal Revenue Code section 401(a)(26).
Paired plans are standardized plans that are designed to work together.
A paired plan may be recognized by the phrase "other than a specified paired
plan" appearing in the fifth or sixth paragraph of the notification letter. If
the employer maintains and has maintained only paired plans, a determination
letter is not needed.
NONSTANDARDIZED PLANS. It is possible that the unique fact patterns applicable
to a specific employer may cause a nonstandardized plan to fail qualification.
Therefore, to obtain advance assurance that the plan is qualified, the plan must
be submitted for a determination letter. A determination letter is similar to an
insurance policy that will, in many cases, protect the employer and plan
beneficiaries from adverse tax consequences if the plan is later found to be
nonqualified in the absence of a change in law, provided the plan is being
operated in good faith in accordance with plan provisions. This advance
assurance is a service provided by the Internal Revenue Service, and is not
required for qualification. Form 5307, Application for Determination for
Adopters of Master or Prototype Regional Prototype or Volume Submitter Plans, is
used to request a determination letter, along with Form 5302, Employee Census,
Form 8717 (explained later), a copy of the adoption agreement, a copy of the
notification letter, a certification from the plan sponsor that the plan has not
been withdrawn and is still in effect, and a copy of any separate trust or
custodial account document.
USER FEE. There is a charge for requesting a determination letter, but the
charge is significantly reduced for regional prototype plans. Please complete
and attach Form 8717, User Fee for Employee Plan Determination Letter Request,
to Form 5307 when requesting a determination letter.
LAW CHANGES AFFECTING THE PLAN. Plans must be amended to retain their qualified
status if any plan provision fails qualification requirements because of changes
in the law becoming effective subsequent to the issuance of the notification
letter. If the plan is not amended, the plan will become nonqualified without
specific notice from the Service. This will occur even if the employer has
received a favorable determination letter in addition to the notification
letter. The employer and plan participants may be subject to adverse tax
consequences if the plan is nonqualified.
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The first character of the serial number assigned to the plan indicates
the latest law change for which the plan had been amended. For example, the
letter "D" indicates the plan was amended for the Tax Reform Act of 1986, which
generally became effective for plan years after the 1988 plan year.
A notification letter will not be applicable after a change in
qualification requirements unless the plan sponsor requests a new notification
letter within 12 months after the change. The plan sponsor must provide those
employers for whom the employer is continuing to sponsor the plan with a copy of
the amendments and the new notification letter within 60 days of the receipt of
the new letter. If a change requires modification of the adoption agreement,
employers must execute the new agreement by the later of 6 months after issuance
of the new notification letter, or the end of the period specified in Internal
Revenue Code section 401(b).
If the application for a notification letter was submitted to the
Service within certain time frames, the plan generally need not be amended again
unless required to do so by legislation. The application was submitted to the
Service within these time frames, if the following paragraph appears in the
notification letter: "For purposes of sections 15.02 and 15.03 of Rev. Proc.
89-13, 1989-1 C.B. 801, your application was received timely."
REQUIRED NOTIFICATIONS TO ADOPTING EMPLOYERS. The plan sponsor must provide
adopting employers with annual notifications indicating whether the sponsor
intends to continue to sponsor the plan, and whether amendments have been made
to the plan. The plan sponsor must also notify employers within 60 days if the
plan sponsor discontinues its sponsoring of the plan.
REQUIRED NOTIFICATIONS TO THE INTERNAL REVENUE SERVICE. On each anniversary of
the date of issuance of the notification letter, the plan sponsor must advise
the Service whether the sponsor has made any changes to the plan, and whether
the plan is still being made available for adoption by employers. The plan
sponsor must also provide a listing of adopting employers, and a statement that
the plan sponsor has provided employers with the notification described in the
above paragraph.
REPORTING REQUIREMENTS. Most plan administrators or employers who maintain an
employee benefit plan must file an annual return/report with the Internal
Revenue Service. The following forms should be used for this purpose:
FORM 5500EZ - generally for a "One-Participant Plan," which is a plan that
covers only: (1) an individual, or an individual or his or her spouse who wholly
owns a business, whether incorporated or not, or (2) partner(s) in a partnership
or the partner(s) and their spouse(s). If Form 5500EZ cannot be used, the
one-participant plan should use 5500-C or 5500-R, whichever applies. NOTE: Xxxxx
(H.R. 10) plans are required to file an annual return even if the only
participants are owner-employees. The term "owner-employee" includes a partner
who owns more than 10% interest in either the capital or the profits of the
partnership. This applies to both defined contribution and defined benefit
plans.
FILING EXCEPTION FOR PLANS THAT HAVE NO MORE THAN $100,000 IN ASSETS. An annual
return is not required to be filed for one participant plans having less than
$100,000 in assets that otherwise qualify for filing Form 5500EZ.
FORM 5500 - for a pension benefit plan with 100 or more participants at the
beginning of the plan year.
FORM 5500-C - for a pension benefit plan with more than one but fewer than 100
participants at the beginning of the plan year.
FORM 5500-R - for a pension benefit plan with more than one but fewer than 100
participants at the start of the plan year for which 5500-C is not filed. NOTE:
For 1989 and subsequent years Form 5500-R is part of the Form 5500C/R package.
Filing only the first two pages of the Form 5500C/R package constitutes the
filing of a Form 5500-R.
WHEN TO FILE. Forms 5500 and 5500EZ must be filed annually. Form 5500-C must be
filed for (i) the initial plan year, (ii) the year a final return/report would
be filed, and (iii) at three-year intervals. Form 5500-R must be filed in the
years when Form 5500-C is not filed (See Note above). However, 5500-C will be
accepted in place of 5500-R.
DISCLOSURE. The Internal Revenue Service will process the returns and provide
the Department of Labor and the Pension Benefit Guarantee Corporation with the
necessary information and copies of the returns on microfilm for disclosure
purposes.
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PART II
[CHESTNUT STREET EXCHANGE FUND]
DEFINED CONTRIBUTION PLAN
(PROFIT-SHARING OR PROFIT-SHARING 401(K))
REGIONAL PROTOTYPE PLAN NUMBER 001
ADOPTION AGREEMENT
DRINKER XXXXXX & XXXXX LLP
REGIONAL PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST AGREEMENT
NOTES TO ADOPTING EMPLOYERS AND TO ADOPTING AFFILIATED EMPLOYERS:
THIS ADOPTION AGREEMENT MAY ONLY BE USED WITH THE DRINKER XXXXXX & XXXXX LLP
REGIONAL PROTOTYPE DEFINED CONTRIBUTION PLAN.
FAILURE TO PROPERLY FILL OUT THIS ADOPTION AGREEMENT MAY RESULT IN THE
DISQUALIFICATION OF THE PLAN AS ADOPTED BY THE EMPLOYER.
A CASH OR DEFERRED ARRANGEMENT MAY NOT BE ADOPTED BY A TAX EXEMPT OR
GOVERNMENTAL ORGANIZATION WITH THE EXCEPTION OF CERTAIN PRE-EXISTING PLANS.
DRINKER XXXXXX & XXXXX LLP, THE SPONSORING ORGANIZATION OF THIS PLAN, WILL
INFORM THE ADOPTING EMPLOYER AND/OR ADOPTING AFFILIATED EMPLOYER OF ANY
AMENDMENTS MADE TO THE PLAN OR OF THE DISCONTINUANCE OR ABANDONMENT OF THE PLAN.
DRINKER XXXXXX & XXXXX LLP IS THE SPONSORING ORGANIZATION OF THIS PLAN. ITS
ADDRESS IS PHILADELPHIA NATIONAL BANK BUILDING, 0000 XXXXXXXX XXXXXX,
XXXXXXXXXXXX, XX 00000-0000 AND ITS TELEPHONE NUMBER IS (000) 000-0000.
(FILL IN BLANKS AND INDICATE SELECTION WHERE REQUIRED)
The undersigned Employer hereby (check applicable box)
[ ] adopts
[ X ] adopts, as an amendment to a predecessor plan and trust
agreement of the Employer,
the DRINKER XXXXXX & XXXXX LLP REGIONAL PROTOTYPE DEFINED CONTRIBUTION PLAN AND
TRUST AGREEMENT, consisting of Part I, the Plan and Trust Agreement, and Part
II, this Adoption Agreement. The Plan and Trust Agreement, as so adopted, shall
be known as the [FUND OFFICE RETIREMENT PROFIT-SHARING PLAN AND TRUST AGREEMENT]
(the "Plan"), a DEFINED CONTRIBUTION PLAN (PROFIT-SHARING OR PROFIT-SHARING
401(K)) AND TRUST AGREEMENT. The Employer and Trustee, by signing this Adoption
Agreement, mutually agree and consent to the terms of the Plan and Trust,
consisting of Part I, the Plan and Trust Agreement, and Part II, this Adoption
Agreement.
(C) DRINKER XXXXXX & XXXXX LLP 1997
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NAME OF ADOPTING EMPLOYER: [CHESTNUT STREET EXCHANGE FUND]
ADDRESS OF ADOPTING EMPLOYER:[BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000 ]
ADOPTING EMPLOYER'S EMPLOYER IDENTIFICATION NUMBER: [ 00-0000000 ]
ADOPTING EMPLOYER'S BUSINESS CODE NUMBER: [ 6742 ]
TYPE OF ENTITY (check one): [ ] Corporation [ ] S Corporation
[ ] Sole Proprietor [ X ] Partnership [ ] Church
[ ] Tax Exempt Organization [ ] Governmental Organization
[ ] Professional Corporation
[ ] Other (Specify): [ ]
PLACE OF INCORPORATION OR OTHER ORGANIZATION (SPECIFY): [
CALIFORNIA ]
DATE OF INCORPORATION OR DATE BUSINESS BEGAN: [ MARCH 25, 1976 ]
ADMINISTRATIVE COMMITTEE EMPLOYER IDENTIFICATION NUMBER: [00-0000000]
PLAN NAME: [ FUND OFFICE RETIREMENT PROFIT-SHARING PLAN ]
PLAN IDENTIFICATION NUMBER: [ 001 (333 FOR FORM 5500C/R) ]
TRUST NAME: [ FUND OFFICE RETIREMENT PROFIT-SHARING PLAN TRUST ]
TRUST EMPLOYER IDENTIFICATION NUMBER (IF ANY): [ 00-0000000 ]
REGIONAL PROTOTYPE (PROFIT-SHARING (401(K)) PLAN NOTIFICATION
LETTER NUMBER: D8520005 (PN:001 JANUARY 4, 1993)
FROZEN PLAN: If the Employer has discontinued all further
contributions to the Plan, check here [ ]. The Employer and the
Trustee shall, however, continue to maintain the Plan and Trust in
accordance with the requirements of the Internal Revenue Code and
the Treasury regulations thereunder.
TYPE PLAN: The Plan, as adopted under this Adoption Agreement, is a
(check one):
[ X ] (A) Profit-Sharing Plan.
[ ] (B) Profit-Sharing 401(k) Plan.
A.1.1 ACCRUAL COMPUTATION PERIOD. The Accrual Computation Period is the
(check one):
[ X ] (A) Plan Year
[ ] (B)(A consecutive 12-month period ending with
or within the Plan Year.) Enter the day and the
month this period begins: [ ](day) [ ](month).
For Employees whose date of hire is less than 12
months before the end of the 12-month period
designated, Compensation will be determined over
the Plan Year.
A.1.4 ADMINISTRATIVE COMMITTEE. The name(s) and address(es) of the
member(s) of the Administrative Committee are:
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[(A) XXXXXX X. XXXXX
BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
(B)
(C)
]
A.1.10 COMPENSATION. Compensation shall be determined over the
Accrual Computation Period elected in Section A.1.1.
(A) Compensation shall (check one):
[ X ] (1) Include [ ] (2) Not include
Employer contributions made pursuant to a salary reduction agreement which
are not includible in the gross income of the Employee under sections 125,
402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
(B) Compensation shall exclude (specify): [
N/A .]
(Note that this exclusion applies only to the manner of determining
contributions to the Plan and for no other purpose; if not applicable,
insert letters N/A in blanks).
A.1.12 CONTROLLED GROUP.
(A) Is the adopting Employer a member of a Controlled
Group (check one)?
[ ] (1) Yes [ X ] (2) No
(B) If Section A.1.12(A)(1) is checked, is the adopting
Employer a member of an affiliated service group (check one)?
[ ] (1) Yes [ ] (2) No [ X ] (3) N/A
If Section A.1.12(A)(1) is checked, list the name and address of each
member in the following blanks (and if Section A.1.12(B)(1) is also
checked, indicate whether the member is an affiliated service group
member): [ N/A
]
(If Section A.1.12(A)(2) is checked, the letters N/A should be inserted
in these blanks)
A.1.17 CONTRIBUTIONS ON BEHALF OF DISABLED PARTICIPANTS. The Employer
(check one):
[ ] (A) Will [ X ] (B) Will not
make contributions on behalf of disabled Participants on the basis of the
compensation each such Participant would have received for the Limitation
Year if the Participant had been paid at the rate of compensation paid
immediately before becoming permanently and totally disabled.
Such imputed compensation for the disabled Participant may be taken into
account only if the Participant is not a Highly Compensated Employee, and
contributions made on behalf of such Participant shall be nonforfeitable
when made.
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A.1.18 EARLY RETIREMENT DATE.
(A) Shall the Plan provide for an Early Retirement Date (check
one)?
[ ] (1) Yes [ X ] (2) No
If Section A.1.18(A)(1) is checked, complete the following:
(B) Early Retirement Date shall mean the (check one):
[ ] (1) Last day of the Plan Year
[ ] (2) Last day of the month (must coincide with a
Valuation Date)
[ ] (3) [ ] (fill in date) (must coincide
with a Valuation Date)
in which the Participant attains age [ ] (not later than age 64) and
completes [ ] Years of Service for Benefit Accrual with the Employer.
A.1.19 EARNED INCOME. This Section shall apply only if the Plan,
as adopted by the adopting Employer, covers Self-Employed Persons.
A.1.20 EFFECTIVE DATE. If the adoption of this Plan and Trust
Agreement constitutes the adoption of a new plan and trust agreement, check (A)
and fill in blank. If the adoption of this Plan and Trust Agreement constitutes
the restatement of an existing plan and trust agreement (including a prior
version of this Plan and Trust Agreement), check (B) and fill in blanks.
[ ] (A) NEW PLAN. The Effective Date of the Plan
and Trust Agreement is [ ].
[ X ] (B) RESTATED PLAN. The original effective
date of the predecessor plan and trust agreement
was [SEPTEMBER 18, 1981]. Except as otherwise
specifically provided herein, the Effective Date
of the Plan and Trust Agreement, as restated
herein, is [DECEMBER 1, 1997, EXCEPT AS OTHERWISE
INDICATED].
A.1.24 ELIGIBILITY COMPUTATION PERIOD. If Section A.1.33(A)(4) is
checked or if the elapsed time method is checked under Section A.2.2(B)(2),
check here [ ] and do NOT complete the remainder of this Section A.1.24.
Otherwise, the Eligibility Computation Period shall be calculated as follows:
(A) COMPUTATION PERIOD. The Eligibility Computation
Period shall be calculated pursuant to (check (1) or (2)):
[ X ] (1) NORMAL RULE. The Eligibility
Computation Period(s) shall be
determined under Section 1.24(A) of the
Plan.
[ ] (2) ALTERNATE RULE. The Eligibility
Computation Period(s) shall be
determined under Section 1.24(B) of the
Plan.
(B) HOURS OF SERVICE REQUIRED. The number of Hours of
Service which must be completed in order to meet the Eligibility
Computation Period requirements of the Plan is [ 1 ] (fill in blank but
not to exceed 1,000 Hours of Service).
A.1.27 EMPLOYEE PENSION BENEFIT PLAN. Does the Employer or any
member of its Controlled Group maintain or has the Employer or any member of its
Controlled Group maintained any other Employee Pension Benefit Plan (check one)?
[ X ] (A) Yes [ ] (B) No
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If Section A.1.27(A) is checked, list such Employee Pension Benefit
Plan(s) in the following lines: [CHESTNUT STREET EXCHANGE FUND
RETIREMENT PROFIT- SHARING PLAN; INDEPENDENCE SQUARE INCOME
SECURITIES, INC. RETIREMENT PROFIT- SHARING PLAN; TEMPORARY INVESTMENT
FUND, INC. RETIREMENT PROFIT-SHARING PLAN; AND TRUST FOR SHORT TERM
FEDERAL SECURITIES RETIREMENT PROFIT-SHARING PLAN. ALL OF THE
FOREGOING PLANS WERE MERGED INTO THIS PLAN EFFECTIVE DECEMBER 1,
1987.]
(If Section A.1.27(B) is checked, the letters N/A should be inserted
in these blanks).
A.1.33 ENTRY DATE. Entry Date shall mean (check (A) or (B)):
[ X ] (A) REGULAR METHOD.
[ ] (1) The first day of the Plan Year (this
option cannot be used unless the maximum
age and service requirements are reduced
by 1/2 year (i.e., age 20 1/2 or less
must be selected in Section
A.2.2(B)(1)(a)(ii) and the service
requirement in Section A.2.2(B)(1)(a)
(i) must be reduced by 1/2 year),
coincident with, or, if the first day of
the Plan Year does not so coincide, the
first day of the Plan Year next
following, the date on which an Employee
meets the eligibility requirements of
Article II of the Plan.
[ ] (2) The first day of the Plan Year or
the date six months after the first day
of the Plan Year (whichever date is
earlier), coincident with, or if such
dates do not so coincide, the first day
of the Plan Year or the date six months
after the first day of the Plan Year
(whichever date is earlier) next
following, the date on which an Employee
meets the eligibility requirements of
Article II of the Plan.
[ ] (3) The first day of the month
coincident with, or if the first day of
the month does not so coincide, the
first day of the month next following,
the date on which an Employee meets the
eligibility requirements of Article II
of the Plan.
[ ] (4) The Employee's date of hire.
[ X ] (5) The date on which the eligibility
requirements of Article II of the Plan
are met.
[ ] (6) The first day of the quarter (in the
Plan Year) coincident with, or if the
first day of the quarter does not so
coincide, the first day of the quarter
(in the Plan Year) next following, the
date on which an Employee meets the
eligibility requirements of Article II
of the Plan.
[ ] (7) The first day of the Plan Year in
which an Employee meets the eligibility
requirements of Article II of the Plan.
[ ] (B) ELAPSED TIME METHOD. The Employee's first day
of employment or reemployment in accordance with
the rules of Section 1.55(B) of the Plan.
A.1.35 EXCESS COMPENSATION. Excess Compensation shall mean
Compensation in excess of (check applicable block):
[ ] (A) Taxable Wage Base.
[ ] (B) [$ ] (if (B) is checked, insert dollar
amount not to exceed the Taxable Wage Base).
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[ X ] (C) N/A (The Plan is not integrated with Social
Security).
A.1.38 HIGHLY COMPENSATED EMPLOYEE.
(A) CALENDAR YEAR ELECTION. Does the
Employer desire to make the calendar year election provided in Section
1.38 of the Plan for purposes of determining the look-back year
calculation (check one)?
[ ] (1) Yes [ X ] (2) No
IF THIS ELECTION IS MADE, SUCH ELECTION MUST APPLY TO ALL PLANS, ENTITIES AND
ARRANGEMENTS OF THE EMPLOYER.
(B) SIMPLIFIED DEFINITION. If the Employer
maintains significant business activities (and employs Employees) in
at least two significantly separate geographic areas, the Employer may
elect the simplified definition of Highly Compensated Employee in
Section 1.38 of the Plan. Does the Employer desire to make this
election (check one):
[ ] (1) Yes [ X ] (2) No [ ] (3) N/A
A.1.44 INVESTMENT MANAGER. The name and address of the
Investment Manager are: [ N/A
]
(If no Investment Manager has been appointed by the Employer, the letters N/A
should be inserted in these blanks).
A.1.46 LEASED EMPLOYEES. Does the Employer have any Leased
Employees (check one)?
[ ] (A) Yes [ X ] (B) No
If Section A.1.46(A) is checked, complete Section A.2.3(H) below.
A.1.47 LIMITATION COMPENSATION. Limitation Compensation shall
mean all of each Participant's (check one):
[ X ] (A) Wages, Tips and Other Compensation as
Reported on Form W-2.
[ ] (B) Code Section 3401(a) Wages.
[ ] (C) Code Section 415 Safe-Harbor Compensation.
A.1.48 LIMITATION YEAR. The Limitation Year is the (check
applicable block):
[ ] (A) Calendar year.
[ X ] (B) Twelve-consecutive month period ending
(insert month and day) [ NOVEMBER 30 ].
A.1.53 NORMAL RETIREMENT AGE. Normal Retirement Age shall mean
(check one):
[ X ] (A) Age [ 65 ] (fill in blank but not earlier
than age 62 and not later than age 65).
[ ] (B) The later of age [ ] fill in blank but not
earlier than age 62 and not later than age 65) or
the [ ] (fill in blank but not to exceed 5th)
anniversary of the first day of the first Plan
Year in which the Participant commenced
participation in the Plan.
A.1.55 ONE-YEAR BREAK IN SERVICE. A One-Year Break In Service
shall be determined by the following method (check one):
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[ X ] (A) REGULAR METHOD. If this method is
selected, a One-Year Break In Service shall occur
in any Computation Period in which the Employee
completes not more than [ 100] (fill in blank,
but not to exceed 500) Hours of Service.
[ ] (B) ELAPSED TIME METHOD.
A.1.56 OWNER-EMPLOYEES OR SHAREHOLDER-EMPLOYEES.
(A) Does the Plan cover any Owner-Employees, as
defined in Section 1.56 of the Plan (check one)?
[ ] (1) Yes [ ] (2) No
[ X ] (3) N/A (This Plan does not cover any
Self-Employed Persons)
If Section A.1.56(A)(1) is checked, see Section 2.4 of the Plan.
(B) Does the Plan cover any shareholder-employees, as
defined in Section 7.11(A)(7) of the Plan (check one)?
[ ] (1) Yes [ ] (2) No
[ X ] (3) N/A (The Employer is not an
electing S corporation)
If Section A.1.56(B)(1) is checked, see Section 7.11(A)(7) of the Plan.
A.1.63 PLAN SPONSOR. The name(s) and address(es) of the Plan
Sponsor(s) are: [ CHESTNUT STREET EXCHANGE FUND
BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000 ]
A.1.64 PLAN YEAR. The Plan Year shall be the Computation Period
ending (insert month and day) [ NOVEMBER 30 ].
A.1.72 QUALIFYING EMPLOYER SECURITIES. If this Adoption
Agreement provides for investments in Qualifying Employer Securities, the
Employer may restrict the types of Employer Securities so qualifying by
indicating the restrictions in the following blanks: [ NO RESTRICTIONS ] (If
investment in Qualifying Employer Securities is not restricted to type, insert
in the blanks the words "No Restrictions"; if investment in Qualifying Employer
Securities is not permitted, insert the letters N/A in the blanks).
A.1.78 SELF-EMPLOYED PERSONS. Does the Plan cover Self-Employed
Persons (check one)?
[ ] (A) Yes [ X ] (B) No
A.1.79 SERVICE.
(A) If not otherwise required by the Plan, shall
service with predecessor employer(s) (to the extent specified in
Section A.1.79 (B) and (C)) be treated as Service with the Employer
(check one)?
[ ] (1) Yes [ ] (2) No
[ X ] (3) N/A (No predecessor employer)
(B) If Section A.1.79(A)(1) is checked, service
with the predecessor employer(s) specified in Section A.1.79 (C) shall
be treated as Service with the Employer for purposes of (check
applicable blank(s)):
A-11
12
[ ] (1) Eligibility for Participation
[ ] (2) Vesting
[ X ] (3) N/A
(C) If Section A.1.79(A)(1) is checked, indicate
the name of the predecessor employer(s) in the following blanks:
[ N/A ] (If Section A.1.79(A)(2) or (3) is checked, insert the letters
N/A in the blanks).
(D) If Section A.18.17(A) is checked, and the
Prior Plan credited service under the elapsed time method, indicate
the equivalency (if any) which is to be used to credit service in the
Computation Period in which the amendment is effective, if the
effective date of the amendment is other than the first day of the
Computation Period (check one):
[ ] Daily [ ] Monthly
[ ] Weekly [ X ] N/A
[ ] Semi-Monthly
A.1.83 TAXABLE YEAR. The Employer's Taxable Year is the year
ending (insert month and day) [ DECEMBER 31 ].
A.1.85 TOP-HEAVY RATIO. For purposes of establishing present value
to compute the Top-Heavy Ratios of Section 1.85 of the Plan, any benefit shall
be discounted only for mortality and interest based on the following:
(A) INTEREST RATE (check one):
[ X ] (1) APPLICABLE INTEREST RATE (For purposes
of this Section A.1.85, "Applicable Interest Rate"
shall mean the interest rate or rates which would
be used, as of the date distribution commences
under a Defined Benefit Plan, by the Pension
Benefit Guaranty Corporation for purposes of
determining the present value of a participant's
benefits under such Defined Benefit Plan if such
Defined Benefit Plan had terminated on the date
distribution commences with insufficient assets to
provide benefits guaranteed by the Pension Benefit
Guaranty Corporation on that date. For purposes of
this provision, the "date distribution commences"
shall mean the Top-Heavy Valuation Date).
[ ] (2) OTHER (specify) [ ]%
(B) MORTALITY TABLE: [ 1984 UNISEX MORTALITY TABLE]
A.1.86 TOP-HEAVY VALUATION DATE. The Top-Heavy Valuation Date, for
purposes of calculating the Top-Heavy Ratios shall be (fill in blank) [ THE LAST
DAY ] of each Plan Year.
A.1.91 TRUSTEE(S). The name(s) and address(es) of the Trustee(s)
are:
[(A) XXXXXX X. XXXXXXX
BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
(B) XXXXXX X. XXXXX
BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
A-12
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(C)
]
A.1.93 VALUATION DATE. Valuation Date shall mean:
(A) For purposes of determining a Participant's
Accrued Benefit which is distributable in accordance with Article VII
of the Plan (check one):
[ ] (1) Last day of Plan Year.
[ X ] (2) Last day of Plan Year and [ THE
LAST DAY OF EVERY OTHER CALENDAR MONTH
DURING THE PLAN YEAR
] (insert date(s)).
(B) For purposes of determining the fair market
value of assets in the Trust Fund and allocating the increase or
decrease in the assets in accordance with Sections 5.3 and 5.4 of the
Plan (check one):
[ X ] (1) The date(s) specified in Section A
.1.93(A).
[ ] (2) Last day of Plan Year and [
] (insert date(s)).
A.1.97 YEAR OF SERVICE FOR BENEFIT ACCRUAL.
(A) GENERAL. A Year of Service for Benefit
Accrual shall be determined by the following method (check one):
[ X ] (1) REGULAR METHOD. (This method
must be selected if Section A.1.55(A) is
checked). In order for a Participant to
have a Year of Service for Benefit
Accrual for any Plan Year, the
Participant must complete the number of
Hours of Service indicated (check either
(a) and fill in blank or (b)):
[ X ] (a) The number of Hours of
Service which must be completed
with the Employer in order for
a Participant to have a Year of
Service for Benefit Accrual is
[ 200 ] (fill in blank but not
to exceed 1,000 Hours of
Service).
[ ] (b) The number of Hours of
Service which must be completed
with the Employer in order for a
Participant to have a Year of
Service for Benefit Accrual for
a Plan Year is 501 if the
Participant is not an active
Employee on the last day of the
Plan Year; if the Participant is
an active Employee on the last
day of the Plan Year, only one
Hour of Service with the
Employer must be completed in
order for the Participant to
have a Year of Service for
Benefit Accrual for such Plan
Year.
NOTE: UNDER PROPOSED TREAS. REG. SECTION 1.410(b) AND
1.401(a)(26), IT MAY BE NECESSARY TO PROVIDE THAT NO
MORE THAN 501 HOURS OF SERVICE ARE REQUIRED FOR A YEAR
OF SERVICE FOR BENEFIT ACCRUAL FOR ANY PARTICIPANT WHO
HAS TERMINATED EMPLOYMENT AND IS NOT AN ACTIVE EMPLOYEE
ON THE LAST DAY OF THE PLAN YEAR AND THAT NO MORE THAN
ONE HOUR OF SERVICE IS REQUIRED FOR A YEAR OF SERVICE
FOR BENEFIT ACCRUAL FOR ANY PARTICIPANT WHO IS AN ACTIVE
EMPLOYEE ON THE LAST DAY OF THE PLAN YEAR. (PROPOSED
TREAS. REG. SECTION 1.410(b)-3(c) AND
1.401(a)(26)-3(b)(8)).
[ ] (2) ELAPSED TIME METHOD. (This method
must be selected if Section A.1.55(B)
is checked).
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14
(B) ELECTIVE DEFERRAL CONTRIBUTIONS. If
Elective Deferral Contributions are provided for under Section A.3.4
of the Adoption Agreement, the number of Hours of Service which a
Participant must complete in a Year of Service for Benefit Accrual is
[ N/A ] (fill in blank but not to exceed 1,000 Hours of Service unless
Section A.1.97(A)(2) is checked, in which case insert letters "ET" and
the elapsed time rules apply; if there are no Elective Deferral
Contributions, insert letters "N/A") in order for the Participant to
have Elective Deferral Contributions made on his behalf under the
Plan.
(C) MATCHING CONTRIBUTIONS. If Matching
Contributions by the Employer are provided for under Section A.3.5 of
the Adoption Agreement, the number of Hours of Service which a
Participant must complete in a Year of Service for Benefit Accrual is
[ N/A ] (fill in blank (if there are no Matching Contributions, insert
letters "N/A") but not to exceed 1,000 Hours of Service unless Section
A.1.97(A)(2) is checked, in which case insert letters "ET" and the
elapsed time rules apply) in order for the Employer to match
Participant Contributions or Elective Deferral Contributions of such
Participant under Section A.3.5 of the Adoption Agreement.
Except as provided in Sections A.1.97(B) and A.1.97(C), a Year of
Service for Benefit Accrual shall be determined under Section
A.1.97(A).
A.1.98 YEAR OF SERVICE FOR ELIGIBILITY. The number of Hours of
Service which must be completed in order for an Employee to have a Year of
Service for Eligibility is [ 1 ] (fill in blank, but not to exceed 1,000 Hours
of Service; insert letters N/A if Section A.1.33(A)(4) is checked or if the
elapsed time method is selected under Section A.2.2.(B)(2).
A.1.99 YEAR OF SERVICE FOR VESTING. A Year of Service for Vesting
shall be determined by the following method (check one):
[ X ] (A) REGULAR METHOD. (This method must be
selected if Section A.1.55(A) is checked). The
number of Hours of Service which must be
completed in order for a Participant to have a
Year of Service for Vesting is [ 200 ] (fill in
blank but not to exceed 1,000 Hours of Service).
[ ] (B) ELAPSED TIME METHOD. (This method must be
selected if Section A.1.55(B) is checked).
[ ] (C) N/A (Plan provides 100% immediate vesting).
A.2.2 ELIGIBILITY REQUIREMENTS.
(A) ELIGIBLE CLASSES OF EMPLOYEES:
(1) Except as provided in (2) below, the
following Employees are or shall be
eligible to participate in the Plan
(check one):
[ X ] (a) All Employees
[ ] (b) Salaried Employees only
(as defined in Section 1.77 of
the Plan)
[ ] (c) Hourly Employees only (as
defined in Section 1.40 of the
Plan)
[ ] (d) All Employees except
(specify class or classes of
Employees to be excluded): [ ]
(2) The following Employees shall not be
eligible to participate in the Plan
(check block(s) if such Employees are to
be excluded):
A-14
15
[ X ] (a) Union Employees (as
defined in Section 1.92 of the
Plan)
[ X ] (b) Non-Resident Aliens (as
defined in Section 1.52 of the
Plan)
(B) LENGTH OF SERVICE; MINIMUM AGE:
Participation in the Plan shall be determined under either the regular
method or the elapsed time method (check (1) or (2)):
[ X ] (1) REGULAR METHOD. If the regular
method is selected, check (a) or (b):
[ ] (a) SERVICE AND AGE
REQUIREMENT. In order to
participate in the Plan, an
Employee shall meet the
following requirements
(complete blanks):
(i) SERVICE.
(AA) ELECTIVE DEFERRAL
CONTRIBUTIONS. An
Employee shall have
completed [ ] Year of
Service for
Eligibility (not more
than one Year of
Service for
Eligibility) to be
eligible to make
Elective Deferral
Contributions.
(BB) MATCHING
CONTRIBUTIONS. An
Employee shall have
completed [ ] Year(s)
of Service for
Eligibility (not more
than two Years of
Service for
Eligibility) to be
eligible for Matching
Contributions.
(CC) EMPLOYER
CONTRIBUTIONS AND ALL
OTHER PURPOSES. An
Employee shall have
completed [ ] Year(s)
of Service for
Eligibility (not more
than two Years of
Service for
Eligibility) for
Employer Contributions
and for all other
purposes of the Plan.
Note that in Section
A.2.2(B)(1)(a)(i)(BB) and (CC)
not more than one Year of
Service for Eligibility may be
selected, if the option under
Section A.7.6(B)(1)(a) is not
elected nor more than two Years
of Service for Eligibility if
the option under Section
A.7.6(B)(1)(a) is elected. For
purposes of this Section
A.2.2(B)(1)(a)(i), Service
includes service with a
predecessor employer if the
Employer adopting the Plan is
maintaining the plan of a
predecessor employer. Such
Service also includes
predecessor service to the
extent required by the
Secretary of the Treasury or
his delegate.
Service for purposes of
eligibility also includes
service with a predecessor
employer if such service is not
otherwise required to be
included under Sections 1.79
and 2.2 of the Plan to the
extent provided in Section
A.1.79.
(ii) AGE. An Employee
shall have attained [
] years of age (not
more than age 21).
[ X ] (b) NO SERVICE OR AGE
REQUIREMENT. The Plan shall
cover Employees in eligible
classes
A-15
16
effective on the first Entry
Date coinciding with, or next
following, their date of hire.
[ ] (2) ELAPSED TIME METHOD. The Employee
shall be eligible to participate in the
Plan on his first day of employment or
reemployment in accordance with the
rules of Section 1.55(B) of the Plan.
A.2.3 ADDITIONAL RULES.
(A)-(F) RESERVED.
(G) ALLOCATIONS TO PARTICIPANTS. Except as otherwise
provided below, a Participant shall share in Employer contributions in any
Plan Year if the Participant completes a Year of Service for Benefit
Accrual during such Plan Year. Notwithstanding any other provision of the
Plan or this Adoption Agreement, any Participant making Elective Deferral
or Participant Contributions to the Plan for any Plan Year shall be
entitled to such Elective Deferral or Participant Contributions.
(1) EMPLOYER CONTRIBUTIONS. This
provision shall only apply if Section
A.1.97(A)(1) is checked and then only to
the extent permitted by Section 3.11 of
the Plan.
(a) SEPARATION FROM SERVICE FOR
REASONS OTHER THAN DISABILITY, DEATH
OR RETIREMENT.
(i) Shall Participants who
separate from the service
of the Employer (for
reasons other than
Disability, death or
retirement) before the end
of the Plan Year even if
they have completed a Year
of Service for Benefit
Accrual share in Employer
contributions for such Plan
Year (check one)?
[ X ] (AA) Yes[ ] (BB) No
[ ] (CC) N/A (Section A.1
.97(A)(2) checked)
NOTE THAT SECTION A.2.3(G)(1)(a)(I)(AA) MUST BE
CHECKED IF SECTION A.1.97(A)(1)(B) IS CHECKED.
(ii) If Section
A.2.3(G)(1)(a)(i)(AA) is
checked, shall such
Participant share in
Employer contributions for
such Plan Year if such
Participant has not
completed a Year of Service
for Benefit Accrual (check
one)?
[ X ] (AA) Yes [ ] (BB) No
[ ] (CC) N/A (Section
A.2.3 (G)(1) (a)(i)
(AA) not checked)
(b) DISABILITY, DEATH OR RETIREMENT.
(i) Shall Participants who
separate from the service
of the Employer because of
Disability, death or
retirement before the end
of the Plan Year even if
they have completed a Year
of Service for Benefit
Accrual share in Employer
contributions for such Plan
Year (check one)?
[ X ] (AA) Yes [ ] (BB) No
[ ] (CC) N/A (Section A.1
.97(A)(2) checked)
A-16
17
NOTE THAT SECTION A.2.3(G)(1)(b)(I)(AA) MUST BE
CHECKED IF SECTION A.1.97(A)(1)(b) IS CHECKED.0
(ii) If Section
A.2.3(G)(1)(b)(i)(AA) is
checked, shall such
Participant share in
Employer contributions for
such Plan Year if such
Participant has not
completed a Year of Service
for Benefit Accrual (check
one)?
[ X ] (AA) Yes [ ] (BB) No
[ ] (CC) N/A (Section A.2
.3(G)(1)(b) (i)(AA)
not checked)
(2) MATCHING CONTRIBUTIONS. This
provision shall only apply if Section
A .1.97(A)(1) is checked.
(a) SEPARATION FROM SERVICE FOR
REASONS OTHER THAN DISABILITY, DEATH
OR RETIREMENT.
(i) Shall Participants who
separate from the service
of the Employer (for
reasons other than
Disability, death or
retirement) before the end
of the (check one) [ ] (aa)
month [ ] (bb) quarter [ ]
(cc) Plan Year for which
the Matching Contribution
is being made even if they
have completed a Year of
Service for Benefit Accrual
share in Matching
Contributions for such
period (check one)?
[ ] (AA) Yes [ ] (BB) No
[X] (CC) N/A (No Matching
Contributions or
Section A.1.97(A)
(2) checked)
NOTE THAT SECTION A.2.3(G)(2)(a)(I)(AA) MUST BE
CHECKED IF SECTION A.1.97 (A)(1)(b) IS CHECKED.
(ii) If Section
A.2.3(G)(2)(a)(i) (AA) is
checked, shall such
Participant share in
Matching Contributions for
such (check one) [ ] (aa)
month [ ] (bb) quarter [ ]
(cc) Plan Year if such
Participant has not
completed a Year of Service
for Benefit Accrual (check
one)?
[ ] (AA) Yes [ ] (BB) No
[ X ] (CC) N/A (Section
A.2.3(G)(2)(a)
(i) (AA) not
checked)
(b) DISABILITY, DEATH OR
RETIREMENT.
(i) Shall Participants who
separate from the service
of the Employer because of
Disability, death or
retirement before the end
of the (check one) [ ] (aa)
month [ ] (bb) quarter [ ]
(cc) Plan Year for which
the Matching Contribution
is being made even if they
have completed a Year of
Service for Benefit Accrual
share in Matching
Contributions for such
period (check one)?
[ ] (AA) Yes [ ] (BB) No
A-17
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[X] (CC) N/A (no
Matching
Contributions or
Section A.1.97
(A)(2) checked)
NOTE THAT SECTION A.2.3(G)(2)(b)(i)(AA) MUST BE
CHECKED IF SECTION A.1.97(A)(1)(b) IS
CHECKED.
(ii) If Section
A.2.3(G)(2)(b) (i)(AA) is
checked, shall such
Participant share in
Matching Contributions for
such (check one) [ ] (aa)
month [ ] (bb) quarter [ ]
(cc) Plan Year if such
Participant has not
completed a Year of Service
for Benefit Accrual (check
one):
[ ] (AA) Yes [ ] (BB) No
[ X ] (CC) N/A (Section
A.2.3(G)(2)(b)(i)
(AA) not checked.
(H) LEASED EMPLOYEES. Shall Leased Employees be
eligible to participate in the Plan (check applicable block)?
[ ] (1) Yes [ ] (2) No [ X ] (3) N/A
If Section A.2.3(H)(1) is checked, describe Leased Employees to be
covered by the Plan and conditions and other limitations on such
coverage in the following lines: [ N/A ] (If not applicable, insert
letters N/A in these blanks)
A.2.4 PLANS COVERING OWNER-EMPLOYEES. Section 2.4 of the Plan
does not apply unless Section A.1.56(A) is checked.
A.3.1 EMPLOYER CONTRIBUTIONS.
(A) EMPLOYER CONTRIBUTIONS.
(1) GENERAL. Shall the Employer, in its sole
discretion, be permitted to make Employer
Contributions to the Plan (check one)?
[ X ] (a) Yes [ ] (b) No
If Section A.3.1(A)(1)(a) is checked,
such Employer Contributions shall be
allocated under Section A.5.1(A).
(2) PROFIT REQUIREMENTS. Shall Profits be required
for Employer Contributions to the Plan (check one)?
[ ] (a) Yes [ X ] (b) No
(B) QUALIFIED NONELECTIVE CONTRIBUTIONS.
(1) ELECTION. May the Employer be permitted to
make, in its sole discretion, Qualified Nonelective
Contributions to the Plan (check one)?
[ ] (a) Yes [ ] (b) No
[ X ] (c) N/A (No Elective Deferral or
Participant Contributions)
(2) AMOUNT. If the Employer does make
such contributions to the Plan, then the
amount of such contributions for each
Plan Year shall be (check one):
A-18
19
[ ] (a) [ ] percent (not to exceed 15 percent) of
the Compensation of all Participants eligible
to share in the allocation.
[ ] (b) [ ] percent of the Profits, but in no
event more than [$ ] for any Plan Year.
[ ] (c) An amount determined by the Employer.
[X] (d) N/A (Qualified Nonelective contributions
not permitted).
(3) PARTICIPANTS ELIGIBLE FOR ALLOCATION.
Allocation of Qualified Nonelective Contributions
shall be made to the accounts of (check one):
[ ] (a) All Participants
[ ] (b) Only Participants who are Non-Highly
Compensated Employees
[ ] (c) Only Participants who are Non-Highly
Compensated Employees and who are (specify
group to which allocations are to be made) [
]
[X] (d) N/A (Qualified Nonelective Contributions
not permitted)
(4) MANNER OF ALLOCATION. Allocation of Qualified
Nonelective Contributions shall be made (check
one):
[ ] (a) In the ratio which each affected
Participant's Compensation for the Plan Year
bears to the total Compensation of all
affected Participants for such Plan Year.
[ ] (b) In the ratio which each affected
Participant's Compensation not in excess of [$
] for the Plan Year bears to the total
Compensation of all affected Participants not
in excess of [$ ] for such Plan Year.
[X] (c) N/A (Qualified Nonelective Contributions
not permitted).
(C) QUALIFIED MATCHING CONTRIBUTIONS.
(1) ELECTION. May the Employer be permitted to
make Qualified Matching Contributions to the
Plan?
[ ] (a) Yes [ ] (b) No
[X] (c) N/A (No Elective Deferrals or
Participant Contributions)
(2) ALLOCATION. The Employer shall, in its sole
discretion, make Qualified Matching Contributions
to the Plan on behalf of (check one):
[ ] (a) All Participants
[ ] (b) All Participants who are Non-Highly
Compensated Employees
A-19
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[ ] (c) All Participants who are Non-Highly
Compensated Employees and who are (specify
group to which allocations are to be made) [
]
[X] (d) N/A (No Qualified Matching
Contributions)
If Section A.3.1(C)(2)(a), (b) or (c) is checked,
the allocation shall be made to applicable
Participants who make (check (i) and/or (ii) or
(iii)):
[ ] (i) Elective Deferral Contributions
[ ] (ii) Participant Contributions
[X] (iii) N/A (No Qualified Matching
Contributions)
(3) AMOUNT. The Employer shall contribute and
allocate to each Participant's Qualified Matching
Contribution account an amount determined as
follows (check applicable block(s)):
[ ] (a) ELECTIVE DEFERRAL CONTRIBUTIONS. The
Employer shall contribute an amount equal to
(check one):
[ ] (i) [ ] percent of the Participant's
Elective Deferral Contributions; or
[ ] (ii) that percent of the
Participant's Elective Deferral
Contributions, as determined by the
Employer, in its sole discretion,
for the Plan Year.
[ ] (b) PARTICIPANT CONTRIBUTIONS. The Employer
shall contribute an amount equal to (check one):
[ ] (i) [ ] percent of the Participant's
Participant Contributions; or
[ ] (ii) that percent of the
Participant's Participant
Contributions, as determined by the
Employer, in its sole discretion,
for the Plan Year.
[X] (c) N/A (No Qualified Matching Contributions).
The Employer shall not match amounts provided above in excess of
[$ N/A ], or in excess of [N/A] percent of the Participant's
Compensation (if there are no limitations or if this provision is
not otherwise applicable, insert letters N/A in blank(s)).
A-20
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A.3.2 PARTICIPANT CONTRIBUTIONS.
(A) PERMISSIBILITY. Participant Contributions shall
(check (1), (2) or (3)):
[X] (1) Not be permitted under the Plan (NOTE: THIS BLOCK
MUST BE CHECKED UNLESS THE PLAN HAS A CODA AS INDICATED
BY CHECKING SECTION A.3.4(A)(2)).
[ ] (2) Be permitted (but not required) in the amounts
provided by Section 3.2 of the Plan but subject to
the limitations of Section 3.8 of the Plan.
[ ] (3) Be required in order for an Employee to participate
in the Plan. Such Participant Contributions shall be
made by payroll deduction and shall equal no less than
[ ] percent but shall not exceed [ ] percent (not to
exceed 6 percent) of the Participant's Compensation for
the Plan Year. The Employee shall enter into an
agreement with the Employer providing for Participant
Contributions in any amount from [ ] percent to [ ]
percent (not to exceed 6 percent) of the Participant's
Compensation for the Plan Year. In addition, the
Employee may, but is not required to, make voluntary
Participant Contributions in the amounts provided for in
Section 3.2 of the Plan subject to the limitations of
Section 3.8 of the Plan.
(B) PAYROLL DEDUCTION. Participant Contributions by
payroll deduction (check (1), (2) or (3)):
[ ] (1) Shall not be permitted.
[ ] (2) Shall be permitted.
[X] (3) Are N/A (No Participant Contributions).
A.3.4 ELECTIVE DEFERRAL CONTRIBUTIONS.
(A) ELECTION. Elective Deferral Contributions shall
(check (1) or (2)):
[X] (1) Not be permitted under the Plan.
[ ] (2) Be permitted in accordance with the provisions of
Section 3.4 of the Plan.
If Section A.3.4(A)(2) is checked, a salary reduction agreement must be
completed and filed by the Participant with the Administrative Committee
prior to the date the Elective Deferral Contributions are made.
(B) ELECTION CHANGES. If Section A.3.4(A)(2) is
checked, the Participant shall be permitted to enter into a new salary
reduction agreement (check one):
[ ] (1) Monthly [ ] (2) Quarterly
[ ] (3) Semi-Annually [ ] (4) Annually
[ ] (5) Other (Specify): [ ]
[ X ] (6) N/A
A salary reduction agreement shall remain in effect until revoked or
changed.
(C) REVOCATION OF ELECTION. A Participant shall be
permitted to revoke his salary reduction agreement (check one):
A-21
22
[ ] (1) Only as permitted under Section A.3.4(B).
[ ] (2) Upon 15 days' written notice to the
Administrative Committee on the Appropriate
Form.
[X] (3) N/A.
(D) INCLUSION OF QUALIFIED MATCHING AND QUALIFIED
NONELECTIVE CONTRIBUTIONS. Qualified Matching Contributions and
Qualified Nonelective Contributions may be taken into account as
Elective Deferral Contributions for purposes of calculating the
"Actual Deferral Percentages." In determining Elective Deferral
Contributions for the purpose of the ADP test, the Employer shall
include, under the Plan or any other plan of the Employer as provided
by Treasury regulations under the Code, (check one):
[ ] (1) Qualified Matching Contributions.
[ ] (2) Qualified Nonelective Contributions.
[X] (3) N/A (Elective Deferral Contributions are
not permitted or Employer does not desire to
make this election or no Qualified Matching
or Qualified Nonelective Contributions are
permitted).
(E) QUALIFIED MATCHING CONTRIBUTIONS - AMOUNT.
The amount of Qualified Matching Contributions made under Sections 3.1
of the Plan and A.3.1 of this Adoption Agreement and taken into
account as Elective Deferral Contributions for purposes of calculating
the "Actual Deferral Percentages," subject to such other requirements
as may be prescribed by the Secretary of the Treasury, shall be (check
one):
[ ] (1) All such Qualified Matching Contributions.
[ ] (2) Such Qualified Matching Contributions that
are needed to meet the "Actual Deferral
Percentage" test stated in Section 3.4(B)(2)
of the Plan.
[X] (3) N/A (Elective Deferral Contributions not
permitted and/or Qualified Matching
Contributions not permitted).
(F) QUALIFIED NONELECTIVE CONTRIBUTIONS - AMOUNT. The
amount of Qualified Nonelective Contributions made under Sections 3.1 of
the Plan and A.3.1 of this Adoption Agreement and taken into account as
Elective Deferral Contributions for purposes of calculating the "Actual
Deferral Percentages," subject to such other requirements as may be
prescribed by the Secretary of the Treasury, shall be (check one):
[ ] (1) All such Qualified Nonelective
Contributions.
[ ] (2) Such Qualified Nonelective Contributions
that are needed to meet the Actual Deferral
Percentage test stated in Section 3.4(B)(2) of
the Plan.
[X] (3) N/A (Elective Deferral Contributions
and/or Qualified Nonelective Contributions not
permitted).
A.3.5 MATCHING CONTRIBUTIONS.
(A) ELECTION. Matching Contributions by the Employer
(check (1), (2) or (3)):
[ ] (1) Shall not be permitted under the Plan.
[ ] (2) Shall be permitted in accordance with the
provisions of Section 3.5 of the Plan and
Section A.3.5(B) of the Adoption Agreement.
A-22
23
[X] (3) Are N/A (No Elective Deferral or
Participant Contributions).
If Section A.3.5(A)(2) is checked, the Employer may, in its sole
discretion, match, in accordance with Section A.3.5(B), the
Elective Deferral Contributions of a Participant made pursuant to
Section A.3.4 or Participant Contributions made pursuant to
Section A.3.2.
(B) ALLOCATION OF MATCHING CONTRIBUTIONS.
(1) AMOUNT. If Section A.3.5(A)(2) is checked,
Matching Contributions for the Plan Year shall be
allocated to the Matching Account of each
Participant, on whose behalf Elective Deferral
Contributions for the Plan Year are being made,
in an amount equal to (check one):
[ ] (a) [ ] (insert percentage) percent of the
(check applicable block): (i) [ ] Elective
Deferral Contribution; (ii)[ ] Participant
Contribution made on behalf of each
Participant for such Plan Year; or
[ ] (b) that percent of the (check applicable
block): (i) [ ] Elective Deferral Contribution
; (ii) [ ] Participant Contribution made on
behalf of each Participant for such Plan Year
as determined by the Employer, in its sole
discretion, for such Plan Year.
[X] (c) N/A (No Matching Contributions).
In no event shall such Matching Contribution
exceed the lesser of (aaa) (insert percentage) [ ]
percent of such Participant's Compensation for
such Plan Year or (bbb) (insert amount, if any, of
dollar limitation) [$ ].
(2) ALLOCATION DATE. Shall Matching Contributions
be allocated effective as of a date or dates other
than the last day of the Plan Year (check one)?
[ ] (a) Yes [ ] (b) No [X](c) N/A
(aaa) If Section A.3.5(B)(2)(a) is
checked, list the date(s) (month and
day) in each Plan Year as of which
Matching Contributions shall be
allocated: [
].
(bbb) If Section A.3.5(B)(2)(a) is
checked, a Participant who is employed
as of a date specified for the
allocation of Matching Contributions and
on whose behalf Elective Deferral
Contributions or Participant
Contributions are being made shall
receive an allocation of Matching
Contributions as of such date regardless
of the number of Hours of Service
credited to the Participant for purposes
of a Year of Service for Benefit Accrual
as of such date, notwithstanding
anything in the Plan to the contrary.
(C) VESTING. Matching Contributions shall be vested in
accordance with the following schedule (check one):
A-23
24
[ ] (1) Nonforfeitable when made.
[ ] (2) The Plan's general vesting
schedule, other than that for
Elective Deferral Contributions.
[ ] (3) [The sponsor may add elections
for one or more of the vesting
schedules that comply with section
411(a)(2) of the Code: [
].
[X] (4) N/A (No Matching
Contributions).
(D) "AVERAGE CONTRIBUTION PERCENTAGE" COMPUTATIONS.
(1) In computing the "Average
Contribution Percentage" with respect to
Participant Contributions and Matching
Contributions, the Employer shall take
into account, under this Plan or any
other plan of the Employer, as provided
by Treasury regulations, and include as
"Contribution Percentage Amounts" (check
applicable block or blocks):
[ ] (a) Elective Deferral Contributions.
[ ] (b) Qualified Nonelective
Contributions.
[X] (c) N/A (There are no Participant
or Matching Contributions, or
Employer does not desire to make
this election).
(2) The amount of Qualified Nonelective
Contributions that are made under
Section 3.1 of the Plan and Section
A.3.1 and taken into account as
"Contribution Percentage Amounts" for
purposes of calculating the "Average
Contribution Percentage," subject to
such other requirements as may be
prescribed by the Secretary of the
Treasury, shall be (check one):
[ ] (a) All such Qualified Nonelective
Contributions.
[ ] (b) Such Qualified Nonelective
Contributions that are needed to
meet the "Average Contribution
Percentage" test stated in Section 3
.2 of the Plan.
[X] (c) N/A (No Participant or
Matching Contributions or Employer
does not desire to make this
election).
(3) The amount of Elective Deferral
Contributions made under Section 3.4 of
the Plan and Section A.3.4 and taken
into account as "Contribution Percentage
Amounts" for purposes of calculating the
"Average Contribution Percentage",
subject to such other requirements as
may be prescribed by the Secretary of
the Treasury, shall be:
[ ] (a) All such Elective Deferral
Contributions.
[ ] (b) Such Elective Deferral
Contributions that are needed to
meet the "Average Contribution
Percentage" test stated in Section
3.2 of the Plan.
A-24
25
[X] (c) N/A (There are no Elective
Deferral Contributions under the
Plan or Employer did not make
election under Section A.3.5(D)(1)).
(4) To the extent forfeitable,
forfeitures of "Excess Aggregate
Contributions" shall be:
[ ] (a) Applied to reduce Employer
contributions.
[ ] (b) Allocated, after all other
forfeitures --- under the Plan, to
each Participant's Matching Account
in the ratio which each
Participant's Compensation for the
Plan Year bears to the total
Compensation of all Participants for
such Plan Year. Such forfeitures
shall not be allocated to the
account of any Highly Compensated
Employee.
[X] (c) N/A (No Matching
Contributions).
A.3.8 LIMITATIONS ON ALLOCATIONS.
(A) GENERAL RULES. If the Employer maintains or ever
maintained another qualified plan (other than a paired defined contribution
regional prototype plan) in which any Participant in this Plan is (or was)
a participant or could become a participant, the Employer must complete
this Section A.3.8. The Employer must also complete this Section A.3.8 if
it maintains a Welfare Benefit Fund or an individual medical benefit
account, as defined in section 415(l)(2) of the Code, under which amounts
are treated as "Annual Additions" with respect to any Participant in this
Plan. Does the Employer maintain or has the Employer maintained any such
plan(s) (check one):
[ ] (1) Yes [ X ] (2) No
If Section A.3.8(A)(1) is checked, complete Section A.3.8(B) and/or
(C).
(B) MAINTENANCE OF OTHER DEFINED CONTRIBUTION PLAN.
If the Participant is covered under another qualified Defined
Contribution Plan maintained by the Employer, other than a regional
prototype plan (check applicable provisions as necessary):
[ ] (1) The provisions of Section 3.8(B) of the
Plan shall apply as if the other plan were a
regional prototype plan.
[ ] (2) Provide the method under which the plans
will limit the total "Annual Additions" to
the "Maximum Permissible Amount", and will
properly reduce any "Excess Amounts", in a
manner that precludes Employer discretion: [
].
[X] (3) N/A (No other qualified Defined
Contribution Plan (other than a regional
prototype plan), Defined Benefit Plan,
Welfare Benefit Fund or individual medical
benefit account maintained).
(C) MAINTENANCE OF A DEFINED BENEFIT PLAN. If a
Participant is or has ever been a participant in a Defined Benefit
Plan maintained by the Employer, check either (1) or (2) and complete
as necessary:
[ ] (1) The limitations set forth in Section
3.8(C)(2) through (4) of the Plan shall apply.
A-25
26
[ ] (2) Provide the method under which the Plan
will satisfy the 1.0 limitation of section 415
(e) of the Code (such language must preclude
employer discretion; see Treas. Reg. Section
1.415-1 for guidance) in the following blanks:
[
].
IF ADDITIONAL SPACE IS REQUIRED THE EMPLOYER IS TO INSERT
APPLICABLE LIMITATIONS IN AN ATTACHMENT TO THIS ADOPTION
AGREEMENT. SUCH ATTACHMENT SHALL BE ADDED TO, AND MADE A
PART OF, THIS ADOPTION AGREEMENT.
A.3.9 ROLLOVERS.
(A) PARTICIPANT ROLLOVERS. May Participants be permitted to
make Rollover Contributions to the Plan (check one)?
[ X ] (1) Yes [ ] (2) No
(B) NON-PARTICIPANT ROLLOVERS. May Employees other than
Participants be permitted to make Rollover Contributions to the Plan (check
one)?
[ ] (1) Yes [ X ] (2) No
A.3.10 TRANSFERS.
(A) PARTICIPANT DIRECT TRANSFERS. May Participants be
permitted to have direct transfers made on their behalf to the Plan (check
one)?
[ X ] (1) Yes [ ] (2) No
(B) NON-PARTICIPANT DIRECT TRANSFERS. May Employees other than
Participants be permitted to have direct transfers made on their behalf to the
Plan (check one)?
[ ] (1) Yes [ X ] (2) No
(C) TRANSFERS OF ACCOUNTS. Are assets being transferred to
this Plan from a qualified plan covering Key Employees in a Top-Heavy Plan or
five-percent owners (within the meaning of section 416(i)(1) of the Code) (check
one)?
[ ] (1) Yes [ X ] (2) No
If such assets are transferred, the restrictions of Section 3.10(B) of the
Plan apply.
A.3.11 TOP-HEAVY PROVISIONS.
(A) APPLICATION OF PROVISIONS AND ADJUSTMENTS.
(1) APPLICATION. Is the Plan a Top-Heavy Plan on
the Effective Date (check one):
[ ] (a) Yes [ ] (b) No
[ X ] (c) Uncertain (Note that if
this box is checked and the
Plan is a Top-Heavy Plan, the
Top-Heavy Plan provisions as
set forth herein shall apply)
(2) ADJUSTMENTS. If the Employer
maintains more than one plan in a
Permissive or Required Aggregation
Group, set forth here any adjustments to
be made for Employer contributions or
benefits attributable to Employer
contributions under such
A-26
27
other plan(s) in determining the amount of
contributions to be made under the Top-Heavy
provisions of this Plan (if not applicable, insert
letters N/A)): [ N/A
]
(B) VESTING. The nonforfeitable interest of
each Employee in his account balance attributable to Employer
contributions shall be determined on the basis of the following (check
either (1) or (2) and fill in blank(s):
[ ] (1)100% vesting after [ ] (not to exceed 3)
Years of Service for Vesting;
[X] (2)[ 10 ]% (no minimum) vesting after 1 Year
of Service for Vesting;
[25]% (not less than 20) vesting after 2
Years of Service for Vesting;
[50]% (not less than 40) vesting after 3
Years of Service for Vesting;
[75]% (not less than 60) vesting after 4
Years of Service for Vesting;
[100]% (not less than 80) vesting after 5
Years of Service for Vesting;
100% vesting after 6 Years of Service for
Vesting.
If the vesting schedule under the Plan shifts in or out of the above
schedule for any Plan Year because of the Plan's top-heavy status, such
shift is an amendment to the vesting schedule and the election in
Section 15.2(G) of the Plan applies.
A.5.1 ALLOCATIONS. If Section A.3.1(A)(1)(a) is checked, complete the
following:
(A) ALLOCATION OF EMPLOYER CONTRIBUTIONS.
(1) METHOD. Shall Employer Contributions
(if any) to the Employer Accounts of
Participants be integrated with Social
Security contributions, subject to the
overall permitted disparity limits set
forth below (check (a) if integrated,
(b) if not integrated)?
[ ] (a) Yes
The annual Employer Contribution shall
not exceed the limitations set forth in
Section A.5.1(A)(2). In any Plan Year in
which there are Employer Contributions,
such Employer Contributions shall,
subject to the Top-Heavy Plan
provisions, be allocated to each
Participant's Employer Account as
follows:
(i) ALLOCATION OF EMPLOYER
CONTRIBUTIONS FOR PLAN
YEARS IN WHICH PLAN IS A
TOP-HEAVY PLAN. If the Plan
is a Top-Heavy Plan for the
Plan Year, the Employer
Contribution for such Plan
Year shall be allocated to
each Participant's Employer
Account as follows:
A-27
28
(aa) "BASE CONTRIBUTION PERCENTAGE". First, (check either
(aaa) or (bbb))(percent in either (aaa) or (bbb) must not be
less than the "Minimum Top- Heavy Rate"):
[ ] (aaa) [ ] (insert percent), or
[ ] (bbb) that percent determined by the Employer
for the Plan Year
of the Participant's "Base Compensation" for such Plan Year
shall be allocated to the Employer Account of such
Participant;
(bb) "EXCESS CONTRIBUTION PERCENTAGE". Second, (check either
(aaa) or (bbb))(percent in either (aaa) or (bbb) must not be
less than the "Minimum Top-Heavy Rate" and must not exceed
the "Maximum Excess Allowance"):
[ ] (aaa)[ ] (insert percent) percent, or
[ ] (bbb) that percent determined by the Employer
for the Plan Year
of the Participant's Excess Compensation for such Plan Year
shall be allocated to the Employer Account of such
Participant (for purposes of this allocation, forfeitures
allocated to a Participant in the Plan Year shall be treated
as Employer Contributions); however, in the case of any
Participant who has exceeded the cumulative permitted
disparity limit described below, the Employer shall
contribute for such Participant an amount equal to the
"Excess Contribution Percentage" multiplied by the
Participant's total Compensation for the Plan Year; and
(cc) "ADDITIONAL CONTRIBUTION PERCENTAGE". Lastly, any
excess over (aa) and (bb) shall be allocated to each
Participant's Employer Account in the same ratio as his
Compensation for such Plan Year bears to the Compensation of
all Participants for such Plan Year.
(ii) ALLOCATION OF EMPLOYER CONTRIBUTIONS FOR PLAN YEARS IN WHICH PLAN
IS NOT A TOP-HEAVY PLAN. The Employer Contribution for the Plan Year,
if the Plan is not a Top-Heavy Plan for the Plan Year, shall be
allocated as follows:
(aa) "BASE CONTRIBUTION PERCENTAGE". First, (check either
(aaa) or (bbb)):
[ ] (aaa)[ ] (insert percent) percent, or
[ ] (bbb) that percent determined by the Employer for the
Plan Year
A-28
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of the Participant's "Base Compensation" for such Plan Year
shall be allocated to the Employer Account of such
Participant;
(bb) "EXCESS CONTRIBUTION PERCENTAGE". Second, (check either
(aaa) or (bbb))(percent in either (aaa) or (bbb) must not
exceed the "Maximum Excess Allowance"):
[ ] (aaa)[ ] (insert percent) percent, or
[ ] (bbb) that percent determined by the Employer
for the Plan Year
of the Participant's Excess Compensation for such Plan Year
shall be allocated to the Employer Account of such
Participant (for purposes of this allocation, forfeitures
allocated to a Participant in the Plan Year shall be treated
as Employer Contributions); however, in the case of any
Participant who has exceeded the cumulative permitted
disparity limit described below, the Employer shall
contribute for such Participant an amount equal to the
"Excess Contribution Percentage" multiplied by the
Participant's total Compensation for the Plan Year; and
(cc) "ADDITIONAL CONTRIBUTION PERCENTAGE". Lastly, any
excess over (aa) and (bb) shall be allocated to each
Participant's Employer Account in the same ratio as his
Compensation for such Plan Year bears to the Compensation of
all Participants for such Plan Year.
With respect to any Employee who is a Participant in the Plan for only
a portion of the Plan Year for which the Employer Contribution is
made, the allocation to such Employee of the Employer Contribution
(other than the Top-Heavy portion, if the Plan is a Top-Heavy Plan),
shall be (check one):
[ ] (AA) Based only upon the amount of "Base Compensation",
Excess Compensation and/or Compensation earned by such
Employee and all other Employees during the portion of the
Plan Year in which they are or were Plan Participants.
[ ] (BB) Based upon the amount of "Base Compensation,"
Excess Compensation and/or Compensation earned by such
Employee and all other Employees during the entire Plan
Year.
NOTE THAT THIS PLAN MAY NOT PROVIDE FOR PERMITTED DISPARITY IF THE EMPLOYER
MAINTAINS ANY OTHER PLAN THAT PROVIDES FOR PERMITTED DISPARITY AND BENEFITS ANY
OF THE SAME PARTICIPANTS.
[ X ] (b) No
The annual Employer Contributions (if any) shall be
determined by the Employer for each Plan Year but shall not
exceed the limitations of Section A.5.1(A)(2). In any Plan
Year in which
A-29
30
there are Employer Contributions, such Employer
Contributions shall, subject to the Top-Heavy Plan
provisions, be allocated to such Participant's Employer
Account as follows:
(i) ALLOCATION OF EMPLOYER CONTRIBUTIONS FOR PLAN
YEARS IN WHICH PLAN IS A TOP-HEAVY PLAN. If the
Plan is a Top-Heavy Plan for the Plan Year, the
Employer Contribution for such Plan Year shall be
first allocated to each Participant's Employer
Account in the same ratio as his Compensation for
such Plan Year bears to the Compensation of all
Participants for such Plan Year, in an amount
which is not less than the "Minimum Top-Heavy
Rate". The balance of the Employer Contribution
for such Plan Year shall be allocated to each
Participant's Employer Account as follows (check
one):
[ ] (aa) In the same ratio as his
Compensation for such Plan Year bears to
the Compensation of all Participants for
such Plan Year.
[X] (bb) In the same ratio as his
Compensation for the portion of the Plan
Year in which he was a Participant bears
to the Compensation of all Participants
for the portion of the Plan Year in
which they were Participants.
(ii) ALLOCATION OF EMPLOYER CONTRIBUTIONS FOR PLAN
YEARS IN WHICH PLAN IS NOT A TOP-HEAVY PLAN. The
Employer Contribution for the Plan Year, if the
Plan is not a Top-Heavy Plan for the Plan Year,
shall be allocated to each Participant's Employer
Account as follows (check one):
[ ] (aa) In the same ratio as his
Compensation for such Plan Year bears to
the Compensation of all Participants for
such Plan Year.
[X] (bb) In the same ratio as his
Compensation for the portion of the Plan
Year in which he was a Participant bears
to the Compensation of all Participants
for the portion of the Plan Year in
which they were Participants.
[ ] (c) N/A (Section A.3.1(A)(1)(b)
checked)
(2) LIMITATIONS ON EMPLOYER CONTRIBUTIONS. The following
limitations on Employer Contributions apply:
(a) DEDUCTION LIMITATIONS. The annual Employer,
Matching, and Elective Deferral Contributions and
any other Employer contribution shall, in the
aggregate, not exceed the greater of:
(i) the Employer's "Primary Limitation"
(as defined below) for the Taxable Year
which ends with or within the Plan Year
for which the Employer, Matching, and/or
A-30
31
Elective Deferral Contribution and/or other
Employer contribution is being made: or
(ii) the Employer's "Secondary Limitation" (as
defined below) for the Taxable Year which ends
with or within the Plan Year for which the
Employer, Matching, and/or Elective Deferral
Contribution and/or other Employer contribution
is being made.
(b) CODE SECTION 415 LIMITATION. The
allocation of the Employer contributions for
the Plan Year shall be further limited by
Section 3.8 of the Plan (Limitations on
Allocations).
(c) OVERALL PERMITTED DISPARITY LIMITS.
(i) ANNUAL OVERALL PERMITTED DISPARITY LIMIT.
Notwithstanding the preceding paragraphs, for any
Plan Year this Plan "Benefits" any Participant
who "Benefits" under another qualified plan or
simplified employee pension, as defined in
section 408(k) of the Code, maintained by the
Employer that provides for permitted disparity
(or imputes disparity), Employer contributions
and forfeitures shall be allocated to the account
of every Participant otherwise eligible to
receive an allocation in the ratio that such
Participant's total Compensation bears to the
total Compensation of all Participants.
(ii) CUMULATIVE PERMITTED DISPARITY LIMIT.
Effective for Plan Years beginning on or after
January 1, 1995, the cumulative permitted
disparity limit for a Participant is 35 total
cumulative permitted disparity years. Total
cumulative permitted years means the number of
years credited to the Participant for allocation
or accrual purposes under this Plan, any other
qualified plan or simplified employee pension
plan (whether or not terminated) ever maintained
by the Employer. For purposes of determining the
Participant's cumulative permitted disparity
limit, all years ending in the same calendar year
are treated as the same year. If the Participant
has not "Benefitted" under a defined benefit or
target benefit plan for any year beginning on or
after January 1, 1994, the Participant has no
cumulative disparity limit.
(3) DEFINITIONS. For purposes of this Section
A.5.1(A), the following definitions apply:
(a) "BASE CONTRIBUTION PERCENTAGE" means, for any
Plan Year, the percentage of Compensation
contributed under the Plan with respect to that
portion of each Participant's Compensation up to
the "Integration Level" (i.e., with respect to such
Participant's "Base Compensation") specified in the
Plan for such Plan Year.
A-31
32
(b) "BASE COMPENSATION" means, for any Plan
Year, Compensation up to the "Integration
Level" for such Plan Year.
(c) "BENEFIT" OR" BENEFITING" means, with
respect to a Participant, that such
Participant is treated as benefiting under the
Plan for any Plan Year during which the
Participant received or is deemed to receive
an allocation in accordance with Treas. Reg. ss.
1.410(b)-3(a).
(d) "EXCESS CONTRIBUTION PERCENTAGE" means, for any
Plan Year, the percentage of Compensation which is
contributed under the Plan with respect to that
portion of each Participant's Compensation in
excess of the "Integration Level" (i.e., with
respect to such Participant's Excess Compensation)
specified in the Plan for such Plan Year.
(e) "INTEGRATION LEVEL" means the amount of
Compensation specified in the Plan at or below
which the rate of contributions (expressed as a
percentage of such Compensation) provided under the
Plan is less than the rate of contributions
(expressed as a percentage of Compensation)
provided under the Plan with respect to
Compensation above such level. The "Integration
Level" for any Plan Year may in no event exceed the
Taxable Wage Base as in effect on the first day of
such Plan Year.
(f) "MAXIMUM EXCESS ALLOWANCE" means, for any Plan
Year beginning before January 1, 1989, the "Base
Contribution Percentage" plus 5.7% and for any Plan
Year beginning after December 31, 1988, the
percentage determined under either (i) or (ii):
(i) If the "Integration Level" for such Plan Year
is equal to the Taxable Wage Base, in effect on
the first day of such Plan Year, or if the
"Integration Level" is a uniform dollar amount
for all Participants which is no greater than the
greater of $10,000 or 1/5 of the Taxable Wage
Base in effect on the first day of such Plan
Year, then the "Maximum Excess Allowance" for
such Plan Year is the lesser of:
(aa) The "Base Contribution Percentage," or
(bb) The greater of (AA) 5.7% or (BB) the
percentage equal to the rate of tax under
section 3111(a) of the Code (in effect on
the first day of the Plan Year) which is
attributable to the old age insurance
portion of the Old Age, Survivors and
Disability Insurance provisions of the
Social Security Act.
(ii) If the "Integration Level" for such Plan
Year is greater than the greater of $10,000 or
1/5 of the Taxable Wage Base in effect on the
first day of such Plan Year but less than the
Taxable Wage Base in
A-32
33
effect on the first day of such Plan Year then
the "Maximum Excess Allowance" shall be
determined as follows:
-----------------------------------------------------------
IF THE "INTEGRATION LEVEL"
---------------------------------- THE "MAXIMUM EXCESS
IS MORE THAN BUT NOT MORE THAN ALLOWANCE" IS
------------------------------------ ----------------------
(1) X* 80% OF TAXABLE
WAGE BASE 4.3%
(2) 80% OF Y**
TAXABLE
WAGE BASE 5.4%
-------------------------------------------------------------
* x=The greater of $10,000 or 1/5 of Taxable Wage
Base
**y=Any amount more than 80% of Taxable Wage Base
but less than 100% of Taxable Wage Base.
(g) "MINIMUM TOP-HEAVY RATE" means a rate of at
least three percent (unless the total Employer
contribution to the Plan is less than three
percent), or, in certain cases where a Defined
Benefit Plan is maintained, five percent or seven
and one-half percent (whichever is applicable) of
each Participant's Compensation for such Plan Year;
if the Plan is integrated with Social Security, the
"Base Contribution Percentage" plus the "Excess
Contribution Percentage" plus the "Additional
Contribution Percentage" (if any) must be no less
than the "Minimum Top-Heavy Rate" as set forth in
the preceding clause.
(h) "PRIMARY LIMITATION" means 15 percent of the
Compensation otherwise paid or accrued by the
Employer during such Taxable Year to, or for, the
Participants in the Plan.
(i) "SECONDARY LIMITATION" means the lesser
of:
(i) 25 percent of the Participants' Compensation
for the Taxable Year which ends with or within
the Plan Year for which the Employer, Matching,
and/or Elective Deferral Contribution or other
Employer contribution is being made, or
(ii) Any excess of (aa) the aggregate of the
"Primary Limitations" for all Taxable Years
beginning before January 1, 1987, over (bb) the
aggregate of the deductions allowed or allowable
(for Employer, Matching, and Elective Deferral
Contributions or other Employer contributions
paid or deemed paid to the Plan) under section
404(a)(3)(A) of the Code for all Taxable Years
beginning before January 1, 1987, which excess is
available as a carryforward to the current
Taxable Year from such prior Taxable Year(s)
under said section 404(a)(3)(A).
A-33
34
(B) OTHER ALLOCATIONS. Other contributions shall be allocated
in accordance with the Plan document.
A.5.4 ALLOCATION OF INCREASES AND DECREASES. Allocation of increases or
decreases in the fair market value of assets described in Section 5.4 of the
Plan shall be made on the basis of the amounts in the Accounts under the Plan
(as adjusted under Section 5.4 of the Plan) as determined on (check either (A)
or (B)):
[ X ](A) First day of the period in which the Valuation Date
occurs (except that the last day of the period shall be used
for the initial allocation).
[ ](B) Last day of the period in which the Valuation Date
occurs.
A.5.5 ALLOCATION OF FORFEITURES.
(A) Shall forfeitures be allocated in accordance with Section
5.5 of the Plan (check one)?
[ X ] (1) Yes [ ] (2) No
[ ] (3) N/A (No forfeitures)
If Section A.5.5(A)(1) is checked, such allocation shall be effected as of
the last day of the (check one): [ ] (a) month [ ] (b) quarter [ X ] (c) Plan
Year in which the forfeiture occurs under Section 7.6(c) of the Plan, in
proportion to the Employer and/or Matching Contributions (as applicable)
allocated to the remaining Participants for the period for which the
allocation is effected.
(B) If Section A.5.5(A)(2) is checked, forfeitures shall be
allocated as follows (check applicable block):
[ ] (1) Matching Account forfeitures shall be used to
reduce Matching Contributions for the Plan Year in which
such forfeitures occur but otherwise the provisions of
Section 5.5 of the Plan shall apply.
[ ] (2) All Matching and Employer Account forfeitures
shall be used to reduce Matching and Employer
Contributions for the Plan Year in which such
forfeitures occur.
[ X ] (3) N/A (Forfeitures shall be allocated under
Section 5.5 of Plan or no forfeitures).
A.6.1 INVESTMENT OF ACCOUNTS.
(A) INVESTMENT POWER. Investment of Trust assets shall be
directed as follows (check (1), (2) or (3)):
[ X ] (1) Subject to the terms of the Plan, the Trustee
shall, subject to any limitations indicated below, have
the sole power and authority to direct investment of
Trust assets.
[ ] (2) Subject to the terms of the Plan, the Investment
Manager shall, subject to any limitations indicated
below, have the sole power and authority to direct
investment of Trust assets held in (check applicable
block(s)):
[ ] Employer Accounts [ ] Matching Accounts
[ ] Participant Accounts [ ] Elective Deferral
Accounts
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35
[ ] QVEC Accounts [ ] Rollover Accounts
[ ] Transfer Accounts [ ] Other Accounts
Subject to the terms of the Plan, the Trustee shall have the sole
power and authority to direct investment of Trust assets not
committed to the direction of the Investment Manager.
[ ] (3) Subject to the terms of the Plan, each Plan
Participant or Beneficiary shall, subject to any
limitations indicated below, have the sole power and
authority to direct investment of the Trust assets held
in (check applicable block(s)):
[ ] Employer Accounts [ ] Matching Accounts
[ ] Participant Accounts [ ] Elective Deferral
Accounts
[ ] QVEC Accounts [ ] Rollover Accounts
[ ] Transfer Accounts [ ] Other Accounts
The investments which the Participant or Beneficiary may select
are any one or more of the following (specify investment
selections available): [__________________________________________
__________________________________________________________________
_________________________________________________________________]
Investment instructions shall be given by the Participant or
Beneficiary on the Appropriate Form to the Administrative Committee
not later than (fill in blank) [ ] days before the Valuation Date
preceding the effective date of the investment direction. The
Administrative Committee shall deliver such instructions to the
Trustee. Such investment instructions shall be effected by the
Trustee not later than (fill in blank) [ ] days following the
Valuation Date coincident with or next following the date on which
the investment instructions are delivered to the Administrative
Committee.
Subject to the terms of the Plan, the Trustee shall have the sole
power and authority to direct investment of Trust assets not
committed to the direction of the Participant or Beneficiary.
(B) LIMITATIONS. List any limitations on types of
investments and transitional investment rules (if none, write "none"): [____
NONE
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
___________________________________________________________________________]
(C) QUALIFYING EMPLOYER SECURITIES. May Plan assets be
invested in Qualifying Employer Securities (check one)?
[ X ] (1) Yes [ ] (2) No
In no event may Employer, Participant, Elective Deferral, Matching, Rollover
or Qualified Voluntary Employee Contributions or other Employer contributions
or direct transfers or Employer, Participant, Elective Deferral, Matching,
Rollover, Transfer or QVEC Accounts or other accounts be invested in
Qualifying Employer Securities unless such investment is in compliance with
applicable Federal and state securities laws (including any necessary filings
under such Federal and state securities laws) and the requirements of the
Plan.
If such investment is in compliance with such laws (including any required
filings) and Plan requirements, the prohibition on investment of Plan assets
in Qualifying Employer Securities does not apply and up to [ 100 ] (insert
percentage; if not applicable, insert letters N/A in blank) percent of Plan
assets may be so invested.
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If any such required filings have not been made, only Employer Contributions
and Employer Accounts not subject to Participant or Beneficiary directed
investment may be invested in Qualifying Employer Securities. In such case,
indicate the percentage of Employer Contributions and Employer Accounts which
may be invested in Qualifying Employer Securities in the following blank: [
100 ] percent (insert percentage; if not applicable, insert letters N/A in
blank).
A.7.6 SEPARATION FROM SERVICE.
(A) DISTRIBUTION OF ACCRUED BENEFITS UPON SEPARATION FROM
SERVICE.
(1) NORMAL RULES. Upon separation of a Participant from
the service of his Employer under Section 7.6(A) of the
Plan, distribution of such Participant's Vested Accrued
Benefit shall be made (check only one block (i.e., (a),
(b) or (c)):
[ ](a) Upon the request of the Participant in
writing on the Appropriate Form, within 60
days following the last day of the Plan Year
in which such Participant incurs five
consecutive One-Year Breaks In Service but if
distribution is not so requested by the
Participant, distribution shall be made on the
date the Participant would have attained his
Normal Retirement Age had he remained in the
employ of the Employer;
[ X ](b) Upon the request of the Participant in
writing on the Appropriate Form, at any time
following the first Valuation Date coincident with
or next following the date such Participant
separates from the service of the Employer;
however, if distribution is not so requested by the
Participant earlier, distribution shall be made no
later than 60 days following the date the
Participant would have attained his Normal
Retirement Age had he remained in the employ of the
Employer; or
[ ](c) Within 60 days following the date the
Participant would have attained his Normal
Retirement Age had he remained in the employ of the
Employer.
Notwithstanding any other provision in the Plan or Adoption Agreement,
if the Plan provides for distribution on an Early Retirement Date and if
a separated Participant met the service but not the age requirement for
such Early Retirement Date on the date of his separation from the
service of his Employer, upon meeting such age requirement after
separation, such Participant, if he so requests in writing on the
Appropriate Form, shall commence receiving his deferred Vested Accrued
Benefit no later than the date which would have been his Early
Retirement Date had he continued in the service of the Employer. If no
such request is made, distribution shall be made in accordance with
Section A.7.6(A)(1)(a), (b) or (c), as elected by the Employer in this
Adoption Agreement. All requests for payment under this Section A.7.6(A)
shall be made within the 90-day period preceding the date payment is to
commence.
(2) EXCEPTION. If a Participant separates from the
service of the Employer and the value of the
Participant's Vested Accrued Benefit does not exceed and
at the time of any prior distribution did not exceed
$3,500, the Participant shall automatically, whether or
not he requests distribution, receive, in one lump sum,
a distribution of his entire Vested Accrued Benefit (and
if the Vested Accrued Benefit
A-36
37
is $-0-, he shall be deemed to have received such Vested
Accrued Benefit) within 60 days following the first
Valuation Date coincident with or next following the
date such Participant separates from the service of the
Employer.
This provision shall only apply if this block is checked [ X ].
If the above block is not checked or if the value of the Participant's
Vested Accrued Benefit exceeds or at the time of a prior distribution
exceeded $3,500, the election made under Section A.7.6(A)(1) shall apply
to the distribution of the Participant's Vested Accrued Benefit under
the Plan.
(B) VESTING UPON SEPARATION FROM SERVICE.
(1) Except as otherwise provided in the Plan and in
Sections A.3.5 and A.3.11, the interest of each
Participant in his Employer Account and Matching Account
shall vest as follows (check one and
complete applicable blanks):
[ ](a) 100 percent vesting immediately. (This
alternative must be chosen if a period of more than
one year has been designated in Section
A.2.2(B)(1)(a)(i)).
[ ](b) [ ] percent for each Year of Service for
Vesting (not less than 20 percent for each Year of
Service for Vesting, but not more than 100
percent).
[ ](c) Nothing for the first five Years of
Service for Vesting and 100 percent thereafter.
[ ](d) Nothing for the first [ ] Years of Service for
Vesting, then [ ] percent for each Year of Service
for Vesting thereafter, but not more than 100
percent. (Full vesting must occur after five Years
of Service for Vesting).
[ ](e) In accordance with the following table:
IF YEARS OF SERVICE
FOR VESTING THEN THE VESTED
EQUAL OR EXCEED - PERCENTAGE IS
3.................................. 20
4.................................. 40
5.................................. 60
6.................................. 80
7 or more.......................... 100
[ X ](f) [Other. (This alternative, if chosen, must
provide a percentage of vesting which is not less
than the percentage that would be provided under
options (c) or (e) used consistently) - Specify:
[IF YEARS OF SERVICE
FOR VESTING THEN THE VESTED
EQUAL OR EXCEED - PERCENTAGE IS
--------------- - -------------
1.................................. 10
2.................................. 25
3.................................. 50
4.................................. 75
5 OR MORE......................... 100
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(2) For purposes of Section A.7.6(B)(1) above and for
purposes of Section A.3.5 and Section 3.11(B) of the
Plan, Years of Service for Vesting attributable to the
following shall be disregarded (check applicable
blocks):
[ ](a) Service prior to the attainment of age 18,
exclusive of the year within which the Employee
attained age 18.
[ ](b) Service during any period for which the
Employer did not maintain this Plan or a
predecessor trust or plan.
[ ](c) Service before January 1, 1971, unless the
Employee has had at least three years of credited
service after December 31, 1970, determined without
application of paragraphs (a), (b), (d) and (e)
hereof if selected by the Employer.
[ X ](d) If an Employee is reemployed by the Employer
following a One-Year Break In Service, service
before such One-Year Break In Service, if the
Employee has not completed a Year of Service for
Vesting after such One-Year Break In Service, for
the purpose of determining the vested percentage in
his Employer-derived Accrued Benefit which accrues
after such One-Year Break In Service.
[ X ](e) If an Employee is reemployed by the Employer
following five consecutive One-Year Breaks In
Service (check only (i) or (ii) whichever is to
apply):
[ ](i) Service after such five
consecutive One-Year Breaks In
Service, for the purpose of
determining the vested percentage in
his Employer-derived Accrued Benefit
which accrued before such five
consecutive One-Year Breaks In
Service but both pre-Break and post-
Break service will count for purposes
of determining the vested percentage
in his Employer-derived Accrued
Benefit which accrued after such
Break.
[ X ](ii) Service after such five consecutive
One-Year Breaks In Service, for the purpose
of determining the vested percentage in his
Employer-derived Accrued Benefit which
accrued before such five consecutive
One-Year Breaks In Service and, if the
Employee had no vested interest in his
Employer-derived Accrued Benefit prior to
such Break(s) and the number of consecutive
One-Year Breaks In Service equals or exceeds
the aggregate Years of Service for Vesting,
service before such five consecutive
One-Year Breaks In Service for the purpose
of determining the vested percentage in his
Employer-derived Accrued Benefit which
accrues after such five
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39
consecutive One-Year Breaks In
Service.
To the extent required by the Plan, separate accounts shall be
maintained for the Participant's pre-Break and post-Break
Employer-derived account balances.
(3) Except as otherwise provided in Section 7.6(C) of
the Plan relating to benefits accruing before a
separation from service, if a Participant separates from
service and thereafter returns to employment with the
Employer without incurring five consecutive One-Year
Breaks In Service, he shall continue to vest in his
Accrued Benefit.
(4) In the event that an Employee who is not a member of
the eligible class of Employees becomes a member of the
eligible class, such Employee shall, subject to any
applicable limitation set forth in this Section A.7.6,
receive credit, for vesting purposes, for Service with
the Employer while such Employee was not a member of the
eligible class.
(5) Service, for purposes of Section A.7.6(B)(1),
includes service with a predecessor employer if the
Employer adopting the Plan is maintaining the Plan as a
plan of a predecessor employer.
Service, for purposes of Section A.7.6(B)(1), also includes service with
a predecessor employer whose plan is not being continued by the Employer
to the extent provided in Section A.1.79.
(C) FORFEITURES. If the provisions of Section 7.6(C)(1)(b) of
the Plan are to apply, check this block [ X ]; otherwise the provisions of
Section 7.6(C)(1)(a) of the Plan shall apply.
A.7.9 COMMENCEMENT OF PAYMENTS; DEFERRAL OF PAYMENTS; MINIMUM
DISTRIBUTION REQUIREMENTS.
(A) DATE PAYMENTS TO COMMENCE. This provision is
contained in the Plan.
(B) DEFERRAL OF PAYMENTS. Shall a Participant, to the extent
permitted by the Plan, be permitted to defer payment of benefits under
Sections 7.3, 7.4, 7.5 and 7.7 of the Plan (check one)?
[ X ] (1) Yes [ ] (2) No
(C) MINIMUM DISTRIBUTION REQUIREMENTS. This provision is
contained in the Plan.
A.7.10 WITHDRAWALS DURING EMPLOYMENT.
(A) WITHDRAWALS FROM PARTICIPANT ACCOUNTS. Shall withdrawals
of Participant Accounts (other than the portion of such Participant Accounts
attributable to required Participant Contributions and to Participant
Contributions which are matched by the Employer) be permitted (check one)?
[ ] (1) Yes [ ] (2) No [ X ] (3) N/A
(B) WITHDRAWALS FROM QVEC ACCOUNTS. Shall withdrawals of QVEC
Accounts be permitted (check one)?
[ ] (1) Yes [ ] (2) No [ X ] (3) N/A
(C) WITHDRAWALS FROM ROLLOVER ACCOUNTS. Shall withdrawals of
Rollover Accounts be permitted (check one)?
[ ] (1) Yes [ X ] (2) No [ ] (3) N/A
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(D) HARDSHIP AND POST - 59 1/2 WITHDRAWALS FROM ELECTIVE
DEFERRAL ACCOUNTS. Shall withdrawals of Elective Deferral Accounts be
permitted (if such withdrawals are to be permitted, check either (1) or (2)
or both) [ ] (1) on account of hardship [ ] (2) after reaching age 59- 1/2
(check one)?
[ ] (a) Yes [ ] (b) No [ X ] (c) N/A
(E) HARDSHIP AND POST - 59 1/2 WITHDRAWALS FROM EMPLOYER,
PARTICIPANT, ROLLOVER AND TRANSFER ACCOUNTS. Shall withdrawals of Employer,
Participant, Rollover and Transfer Accounts be permitted (if such withdrawals
are to be permitted, check either (1) or (2) or both) [ ] (1) on account of
hardship [ ] (2) after reaching age 59-1/2 (check one)?
[ ] (a) Yes [ X ] (b) No
(F) HARDSHIP AND POST - 59 1/2 WITHDRAWALS FROM MATCHING
ACCOUNTS. Shall hardship and post - age 59 1/2 withdrawals of Matching
Accounts be permitted (if such withdrawals are to be permitted, check either
(1) or (2) or both) [ ] (1) on account of hardship [ ] (2) after reaching age
59-1/2 (check one)?
[ ] (a) Yes [ ] (b) No [ X ] (c) N/A
(G) OTHER PRE-59-1/2 IN-SERVICE WITHDRAWALS. Shall withdrawals
of a Participant's Vested Accrued Benefit attributable to Participant
Contributions, Employer Contributions, and Matching Contributions after such
Participant completes five Years of Service for Benefit Accrual but before he
attains age 59 1/2 be permitted (check one)?
[ ] (1) Yes [ X ] (2) No
WITHDRAWALS SHALL ONLY BE MADE IN ACCORDANCE WITH THE PROVISIONS OF SECTION
7.10 OF THE PLAN.
A.7.11 LOANS.
(A) Shall loans to Participants and Beneficiaries if such
Beneficiaries are parties-in-interest (as defined in the Plan) be permitted
(check one)?
[ X ] (1) Yes [ ] (2) No
NOTE: NO LOANS MAY BE MADE TO OWNER-EMPLOYEES OR TO SHAREHOLDER
EMPLOYEES (AS DEFINED IN SECTION 7.11(A)(7) OF THE PLAN).
(B) The interest rate shall be determined as follows: The
interest rate shall equal one percentage point above the prime interest rate as
published in The Wall Street Journal on the first business day of the week in
which the loan is made.
(C) Shall the exception to the 50% of Vested Accrued Benefit
limitation on loans not in excess of $10,000 apply?
[ ] (1) Yes [ X ] (2) No
[ ] (3) N/A (No loans permitted)
If the exception is to apply, note that only 50% of the Vested Accrued
Benefit may be used as security for the loan. Additional security must be
provided by the Participant or Beneficiary. Specify the type of additional
collateral which will be used to secure the remainder of the loan: [ N/A
-------------------------------------------------------------------------
-------------------------------------------------------------------------
------------------------------------------------------------------------]
(D) Specify the types of collateral to be used to secure
loans under the Plan: [ One half of the present value of the Participant's
or Beneficiary's Vested Accrued Benefit under the Plan. ]
A-40
41
(E) If Section A.7.11(A)(1) is checked, indicate any
additional limitations to be placed on loans (if none, so state; if not
applicable, insert letters N/A):[ Loans from the Plan will be permitted only
in the event of a personal emergency or financial hardship in accordance with
the guidelines set forth in Section 7.10(C)(3) of the Plan. ]
(F) Shall loans to a Participant be treated as an investment
by such Participant for his Accounts only (check one)?
[ X ] (1) Yes [ ] (2) No
[ ] (3) N/A (No loans permitted)
A.7.14 JOINT AND SURVIVOR ANNUITY. The provisions of Section 7.14 of the
Plan shall not apply to the Plan, as adopted under this Adoption Agreement.
A.8.2 SPECIAL PROVISION WITH RESPECT TO QUALIFIED DOMESTIC RELATIONS
ORDERS. Shall the special provision of Section 8.2 of the Plan with respect to
Qualified Domestic Relations Orders apply to the Plan as adopted by the Employer
(check one)?
[ X ] (A) Yes [ ] (B) No
A.15.1 AMENDMENT. THE CHANGES MADE BY THIS AMENDMENT AND RESTATEMENT
SHALL BE DEEMED ADOPTED BY EACH ADOPTING EMPLOYER ON THE DATE THE NOTIFICATION
LETTER IS ISSUED BY THE DISTRICT OFFICE OF THE INTERNAL REVENUE SERVICE WITHOUT
FURTHER ACTION ON THE PART OF THE ADOPTING EMPLOYER EXCEPT THAT SUCH ADOPTING
EMPLOYER MUST SEND A NOTICE TO INTERESTED PARTIES INFORMING SUCH INTERESTED
PARTIES THAT THE PLAN HAS BEEN AMENDED. SUCH NOTICE MUST BE GIVEN IN ACCORDANCE
WITH THE RULES OF SECTION 15.1(C) OF THE PLAN. SEE SECTION 15.1(C) OF THE PLAN
FOR FURTHER INFORMATION.
A.18.4 AGENT FOR SERVICE OF LEGAL PROCESS. The name(s) and address(es)
of the agent(s) for service of legal process under the Plan are:
ADMINISTRATIVE COMMITTEE, FUND OFFICE RETIREMENT PROFIT-SHARING PLAN
c/o Chestnut Street Exchange Fund
Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
A.18.17 RESTATEMENT.
(A) RESTATEMENT OF EXISTING PLAN. The Employer may adopt the
Plan as an amendment and restatement of any Prior Plan (including a prior
version of this Plan and Trust Agreement). Adoption shall not require
termination of the Prior Plan, except that amendment and restatement of an
existing Defined Benefit Plan into the Plan shall be deemed to be a
termination of such Prior Plan for the purposes of Title IV of ERISA. Upon
adoption of this Plan, the assets of the Prior Plan shall be invested in
accordance with the provisions of this Plan. Check if applicable:
[ X ] This is an amendment and restatement of the FUND OFFICE
RETIREMENT PROFIT-SHARING PLAN, an existing qualified profit-sharing
plan, which was adopted effective as of September 18, 1981.
(B) LIMITATIONS APPLICABLE TO PLAN PROVISIONS. Except as
otherwise provided in Section 3.11 of the Plan, the participation and/or
vesting provisions of the Plan, as adopted by the Employer, shall apply as
follows (check applicable block or blocks; to the extent not checked, the
Plan shall apply in accordance with the terms set forth herein):
[ ] (1) The participation provisions of this Plan, as
adopted by the Employer, shall apply only to Employees
hired on or after the date the Plan is adopted by the
Employer. The participation provisions of the Prior Plan
shall otherwise apply.
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[ ] (2) The vesting provisions of this Plan, as adopted by
the Employer, shall apply only to Employees hired on or
after the date the Plan is adopted by the Employer. The
vesting provisions of the Prior Plan shall otherwise
apply.
[ X ] (3) N/A.
(C) INCORPORATION OF APPLICABLE PRIOR PLAN PROVISIONS AND
TRANSITIONAL RULES. If the Employer checked A.18.17(A), such Employer shall
insert here any Prior Plan provisions and any transitional rules which such
Employer desires or is required to make applicable to this Plan (if none,
write the word "none"):
[(1) MERGER OF PLANS. Effective December 1, 1987, the Chestnut Street Exchange
Fund Retirement Profit-Sharing Plan, the Independence Square Income Securities,
Inc. Retirement Profit-Sharing Plan, the Temporary Investment Fund, Inc.
Retirement Profit-Sharing Plan, and the Trust for Short-Term Federal Securities
Retirement Profit-Sharing Plan were merged into, and their assets transferred
into, the Plan.
(2) CHANGE IN ACCRUAL COMPUTATION PERIODS, LIMITATION YEARS, PLAN YEARS
AND VESTING COMPUTATION PERIODS. As a result of the merger and transfer of
assets, the Accrual Computation Periods, Limitation Years, Plan Years and
Vesting Computation Periods for the Chestnut Street Exchange Fund, Independence
Square Income Securities, Inc., Temporary Investment Fund, Inc., and Trust for
Federal Securities Retirement Profit-Sharing Plans were changed as follows:
PLAN OLD (UNDER OLD PLAN) NEW (UNDER THIS PLAN)
--------------------------------------------------------------------------------
CHESTNUT STREET EX-
CHANGE FUND 1/1 TO 12/31 12/1 TO 11/30
INDEPENDENCE SQUARE
INCOME SECURITIES,
INC. 1/1 TO 12/31 12/1 TO 11/30
TEMPORARY INVESTMENT
FUND, INC. 10/1 TO 9/30 12/1 TO 11/30
TRUST FOR FEDERAL
SECURITIES 11/1 TO 10/31 12/1 TO 11/30
This resulted in the following short Accrual Computation Periods,
Limitation Years, Plan Years and Vesting Computation Periods:
PLAN SHORT PERIOD/YEAR
--------------------------------------------------------------------------------
CHESTNUT STREET 1/1/87 TO 11/30/87
INDEPENDENCE SQUARE INCOME SECURITIES, INC. 1/1/87 TO 11/30/87
TEMPORARY INVESTMENT FUND, INC. 10/1/87 TO 11/30/87
TRUST FOR FEDERAL SECURITIES 11/1/87 TO 11/30/87
(a) CHANGE IN VESTING COMPUTATION PERIODS. Each Participant in the above
listed Plans received vesting credit for two Years of Service for
Vesting provided such Participant completed 200 or more Hours of
Service in both the Old Vesting Computation Period and the New
Vesting Computation Period as set forth above.
(b) CHANGE IN ACCRUAL COMPUTATION PERIODS. Any Participant in the above
listed Plans who completed 200 Hours of Service multiplied by the
number of months in the short Accrual Computation Period divided by
twelve received his proportionate share of Employer Contributions
during the short Accrual Computation Period set forth above.
(c) CHANGE IN LIMITATION YEARS. For the short Limitation Years, the
dollar limitations under section 415(c)(1)(A) of the Code were
adjusted as provided under Treas. Reg. Section 1.415-2(b)(4).
The above changes were made pursuant to the automatic approval
provisions of Rev. Proc. 87-27, 1987-25 I.R.B. 41.]
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A.18.18 INDIVIDUAL PROVISIONS. Any provisions applicable to the adopting
Employer only should be inserted here (if none, write the word "none"):
(A) EMPLOYER AMENDMENT OF PLAN AND/OR TRUST. Any Employer amendment of the
Plan and/or Trust permitted by Section 15.1 of the Plan and Trust Agreement
shall be effected by resolution of the Employer's Board of Directors adopted at
a duly held meeting of said Board or by unanimous written consent of said Board,
if the Employer is incorporated and otherwise by appropriate written action of
Employer's owner or other governing entity under State law. A certified copy of
such resolutions or other written action shall be delivered to the
Administrative Committee and the Trustee.
(B) TERMINATION OR PARTIAL TERMINATION OF PLAN AND/OR TRUST. Termination or
partial termination of the Plan and/or Trust under Article XVI of the Plan and
Trust Agreement shall be effected by resolution of the Employer's Board of
Directors adopted at a duly held meeting of said Board or by unanimous written
consent of said Board, if such Employer is incorporated and otherwise by
appropriate written action of the Employer's owner or other governing entity
under State law. A certified copy of such resolutions or other written action
shall be delivered to the Administrative Committee and the Trustee.
(C) SMALL BUSINESS JOB PROTECTION ACT OF 1996 AND TAXPAYER RELIEF ACT OF
1997 CHANGES.
(1) DEFINITION OF HIGHLY COMPENSATED EMPLOYEE. Notwithstanding Section
1.38 of the Plan, effective for Plan Years beginning on and after January 1,
1997, "Highly Compensated Employee" shall mean any Employee of the Employer who:
(a) Was a five percent owner (within the meaning of Section 414(q)(2) of
the Code) of the Employer at any time during the determination year or the
look back year; or
(b) For the preceding Plan Year:
(i) Had compensation from the Employer in excess of $80,000 (as
adjusted in accordance with Section 414(q)(1) of the Code);
(ii) If the Employer elects the application of this Section
18.18(C)(2)(b) for such look back year, was a member of the top-paid group
for such look back year.
Any calendar year election shall be made in accordance with Notice 97- 45.
(2) RESTRICTIONS ON MANDATORY DISTRIBUTIONS. Sections 7.1, 7.3, 7.4, 7.5,
7.6 and 7.7 of the Plan are amended by striking $3,500 each place it appears in
said Sections and inserting $5,000.
(D) UNPAID FAMILY AND MEDICAL LEAVE ACT OF 1993. Notwithstanding any
provision in the Plan to the contrary, and effective with respect to an Employee
whose absence after April 5, 1993 is governed by the Family and Medical Leave
Act of 1993 ("FMLA"), any period of unpaid FMLA leave shall not be treated as,
or counted toward, a One-Year Break in Service for purposes of vesting or
eligibility to participate. However, unpaid FMLA leave periods shall not be
treated as credited service for purposes of benefit accrual, vesting and
eligibility to participate. The Plan shall be administered in accordance with
the requirements of the FMLA and the Department of Labor regulations thereunder.
(E) USERRA AMENDMENT. Effective December 12, 1994, notwithstanding any
provision of this Plan to the contrary, contributions, benefits and service
credit with respect to qualified military service will be provided in accordance
with section 414(u) of the Internal Revenue Code. Loan repayments will be
suspended under this Plan as permitted under section 414(u)(4) of the Internal
Revenue Code.
(F) ADOPTION OF PLAN BY OTHER EMPLOYERS.
(1) EFFECTIVE DATE. This Section A.18.18(F) shall be effective as of
December 1, 1989.
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(2) ADOPTION OF PLAN AND TRUST. Any other employer may adopt the terms of
this Plan as adopted by the adopting Employer, and thereby become a
"Participating Employer," provided:
(a) The Board of Directors or other governing entity of the adopting
Employer consents to such adoption;
(b) The Board of Directors or other governing entity of the adopting
Participating Employer adopts this Plan by appropriate action;
(c) The adopting Participating Employer executes the Adoption
Agreement; and
(d) The adopting Participating Employer executes such other documents as
may be required to make such adopting Participating Employer a party to
the Plan and Trust as a Participating Employer (except as provided below).
A Participating Employer which adopts the Plan and Trust Agreement is
thereafter an Employer with respect to its employees for purposes of the Plan,
the Trust Agreement and this Adoption Agreement except that such Participating
Employer delegates to the adopting Employer the power to amend the Adoption
Agreement on its behalf and on behalf of the adopting Employer and each other
Participating Employer, provided such amendment does not materially affect the
substance of the Plan with respect to the adopting Employer or any Participating
Employer or materially affect the costs of the adopting Employer or any
Participating Employer. A Participating Employer reserves the power to withdraw
from the Plan, as provided in Section A.18.18(F)(3), and to terminate the Plan
and Trust Agreement with respect to such Participating Employer, as provided in
Section A.18.18(F)(5).
(3) WITHDRAWAL FROM PLAN. Subject to the requirements of Article XVII, any
Participating Employer may, at any time, withdraw from the Plan upon giving the
Board of Directors or other governing entity of the adopting Employer, the
Administrative Committee and the Trustee at least 30 days notice in writing of
its intention to withdraw. Upon the withdrawal of a Participating Employer
pursuant to this Section A.18.18(F)(3), the Trustee shall segregate a portion of
the assets in the Trust as set forth below, the value of which shall equal the
total amount credited to the accounts of Participants employed by the
withdrawing Participating Employer. Subject to the requirements of Article XVII,
the determination of which assets are to be so segregated shall be made by the
Trustee in its sole discretion as set forth below.
The Administrative Committee may, at any time, direct the Trustee to
segregate from the Trust such part thereof as the Administrative Committee shall
determine to be held for the benefit of the employees of a Participating
Employer, and shall give a copy of such directions to the adopting Employer and
each Participating Employer. Such directions shall specify the assets of the
Trust to be segregated. Unless the adopting Employer or any Participating
Employer files with the Trustee a written protest within 30 days after delivery
of such directions to the Trustee, such directions shall conclusively establish
that the assets specified therein represent the part of the Trust held for the
benefit of the Employees of the adopting Employer and of each Participating
Employer.
After the expiration of such 30 day period, and after settlement of any such
protest, the Trustee shall follow the Administrative Committee's directions,
including any modification thereof adopted in settlement of any protest. Any
part of the Trust segregated pursuant to such directions shall thereafter be
held in a separate trust identical in terms to the Trust hereby established or
maintained, except that, with respect to such separate trust, this Plan and
Trust Agreement shall be construed as if such Participating Employer were the
adopting Employer and all powers and authority conferred upon the adopting
Employer or its Board or other governing entity and the Administrative Committee
shall devolve upon such Participating Employer or its Board of Directors or
other governing entity. At any time thereafter, such Participating Employer and
the Trustee may (but they shall not be required to) enter into a separate
agreement stating the terms of such separate plan and trust agreement which may
be the DRINKER XXXXXX & XXXXX LLP REGIONAL PROTOTYPE DEFINED CONTRIBUTION PLAN
AND TRUST AGREEMENT. If the
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DRINKER XXXXXX & XXXXX LLP REGIONAL PROTOTYPE DEFINED CONTRIBUTION PLAN AND
TRUST AGREEMENT is not so adopted, the plan and trust agreement with respect to
the withdrawing Participating Employer shall be considered an individually
designed plan.
(4) EXCLUSIVE PURPOSE OF TRUST. Neither the segregation and transfer of the
Trust assets upon the withdrawal of a Participating Employer nor the execution
of a new plan and trust agreement by such withdrawing Participating Employer
shall operate to permit any part of the Trust to be used for, or diverted to,
purposes other than for the exclusive benefit of the Participants or their
Beneficiaries.
(5) APPLICATION OF WITHDRAWAL PROVISIONS. The withdrawal provisions
contained in Section A.18.18(G)(3) and (4) shall be applicable only if the
withdrawing Participating Employer continues to cover its Participants and
eligible Employees in another plan and trust qualified under sections 401 and
501 of the Code. Otherwise, the termination provisions of the Plan and Trust
Agreement shall apply with respect to the withdrawing Participating Employer.
(6) SINGLE PLAN. Notwithstanding any other provision set forth herein, the
Plan, as adopted pursuant to this Section A.18.18(F) by the adopting Employer
and each Participating Employer, shall constitute a single plan, as such term is
defined in Treas. Reg. Sections. 1.414(1)-1(b)(1), as to the adopting Employer
and each Participating Employer.
(7) QUALIFYING EMPLOYER SECURITIES. For purposes of Sections A.1.72 and
A.6.1(B), and for all other purposes of the Plan and Trust Agreement, the stock
of any adopting Employer and any Participating Employer shall be treated as
Qualifying Employer Securities.
(8) ADOPTING EMPLOYER APPOINTED AGENT OF PARTICIPATING EMPLOYERS. Each
Participating Employer appoints the Board of Directors or other governing entity
of the adopting Employer as its agent to exercise on its behalf all of the
administrative power and authority conferred upon the adopting Employer by this
Plan and Trust Agreement, including the power to amend the Adoption Agreement on
its behalf and on behalf of the adopting Employer and each other Participating
Employer as set forth in Article XV, provided such amendment does not materially
affect the substance of the Plan with respect to the adopting Employer or any
Participating Employer or materially affect the cost of the adopting Employer or
any Participating Employer. The authority of the Board of Directors or other
governing entity of the adopting Employer to act as agent of any Participating
Employer, in accordance with Sections A.18.18(F)(2) and A.18.18(F)(8), shall
terminate only if the part of the Plan's assets held for the benefit of the
employees of such Participating Employer shall be segregated in a separate trust
as provided in Section A.18.18(F)(3) and such Participating Employer thereupon
withdraws from the Plan in accordance with Section A.18.18(F)(3). Any material
amendment (i.e., any amendment materially affecting the substance of the Plan
with respect to the adopting Employer or any Participating Employer or
materially affecting the costs of the adopting Employer or any Participating
Employer) can only be adopted by the adopting Employer and all Participating
Employers. Each Participating Employer exclusively reserves the power to
terminate this Plan and/or the Trust Agreement as set forth in Article XVI with
respect to such Participating Employer. The complete termination of the Plan can
only be effected by action of the adopting Employer and all Participating
Employers.
(9) NAME OF ADOPTING EMPLOYER. The CHESTNUT STREET EXCHANGE FUND is the
adopting Employer.
(10) PARTICIPATING EMPLOYERS. The names and pertinent data for the
Participating Employers are as follows:
(a) THE RBB FUND, INC.:
ADDRESS: Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
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TAXABLE YEAR: September 1 - August 31
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: Corporation
PLACE OF ORGANIZATION: Maryland
(b) INDEPENDENCE SQUARE INCOME SECURITIES, INC.:
ADDRESS: One Aldwyn Center
Villanova, PA 19085
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: January 1 - December 31
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: Corporation
PLACE OF ORGANIZATION: Maryland
(c) TEMPORARY INVESTMENT FUND, INC.: (CEASED PARTICIPATION IN THE
PLAN EFFECTIVE DECEMBER 31, 1997)
ADDRESS: Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: October 1 - September 30
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: Corporation
PLACE OF ORGANIZATION: Maryland
(d) TRUST FOR FEDERAL SECURITIES (CEASED PARTICIPATION IN THE PLAN
EFFECTIVE DECEMBER 31, 1997):
ADDRESS: Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: November 1 - October 31
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: Business Trust
PLACE OF ORGANIZATION: Pennsylvania
(e) MUNICIPAL FUND FOR CALIFORNIA INVESTORS, INC. (CEASED
PARTICIPATION IN THE PLAN EFFECTIVE DECEMBER 31, 1997):
ADDRESS: Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: February 1 - January 31
BUSINESS CODE NUMBER: 6742
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TYPE OF ENTITY: Corporation
PLACE OF ORGANIZATION: Maryland
(f) MUNICIPAL FUND FOR NEW YORK INVESTORS, INC. (CEASED
PARTICIPATION THE PLAN EFFECTIVE DECEMBER 31, 1997):
ADDRESS: Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: August 1 - July 31
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: Corporation
PLACE OF ORGANIZATION: Maryland
(g) MUNICIPAL FUND FOR TEMPORARY INVESTMENT (CEASED PARTICIPATION IN THE
PLAN EFFECTIVE DECEMBER 31, 1997:
ADDRESS: Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
EMPLOYER IDENTIFICATION NUMBER: 00-0000000
TAXABLE YEAR: December 1 - November 30
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: Business Trust
PLACE OF ORGANIZATION: Pennsylvania
(h) PORTFOLIOS FOR DIVERSIFIED INVESTMENT (CEASED PARTICIPATION IN
THE PLAN EFFECTIVE NOVEMBER 14, 1995):
ADDRESS: Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: July 1 - June 30
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: Business Trust
PLACE OF ORGANIZATION: Maryland
(i) THE PNC(R) FUND (CEASED PARTICIPATION IN THE PLAN EFFECTIVE
MARCH 31, 1996):
ADDRESS: Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: October 1 - September 30
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: Business Trust
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PLACE OF ORGANIZATION: Massachusetts
(j) PROVIDENT INSTITUTIONAL FUNDS, INC. (BECAME A PARTICIPATING EMPLOYER
IN THE PLAN EFFECTIVE FEBRUARY 16, 1995 AND CEASED PARTICIPATION IN THE
PLAN EFFECTIVE JUNE 24, 1996):
ADDRESS: Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: January 1 - December 31
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: Corporation
PLACE OF ORGANIZATION: Maryland
(k) THE INTERNATIONAL FUND FOR INSTITUTIONS (CEASED PARTICIPATION
IN THE PLAN EFFECTIVE DECEMBER 1992):
ADDRESS: Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: February 1 - January 31
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: Business Trust
PLACE OF ORGANIZATION: Maryland
(l) CHESTNUT STREET CASH FUND, INC. (CEASED PARTICIPATION IN THE
PLAN EFFECTIVE AUGUST 1991):
ADDRESS: 3 Radnor Corporate Center
000 Xxxxxxxxxx Xxxx
Xxxxxx, XX 19087
EMPLOYER IDENTIFICATION NUMBER: 00-0000000
TAXABLE YEAR: June 1 - May 31
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: Corporation
PLACE OF ORGANIZATION: Maryland
A.19.1 ADOPTION OF PLAN AND TRUST BY AFFILIATED EMPLOYERS. Shall Article
XIX of the Plan apply (check one)?
[ ] (A) Yes [ ] (B) No
[ X ] (C) N/A (No Affiliated Employers adopting Plan)
If Section A.19.1(A) is checked, fill in the following blanks:
Name of Adopting Employer: [ ]
--------------------------------------------
Name(s), Address(es), Type of Entity and Tax Identification
Number(s) of Adopting Affiliated Employer(s):[
---------------------------
]
----------------------------------------------------------------------------
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The adopting Employer and each adopting Affiliated Employer must adopt the Plan
and execute the Adoption Agreement upon the initial adoption by an adopting
Affiliated Employer of the Plan. Thereafter the adopting Affiliated Employer,
pursuant to Article XIX of the Plan, authorizes the adopting Employer to take
all further action including, but not limited to, the amendment and/or
termination of the Plan, on behalf of the adopting Affiliated Employer under the
Plan (unless such adopting Affiliated Employer withdraws from the Plan pursuant
to Article XIX of the Plan) and such adopting Affiliated Employer need not be a
party to this Adoption Agreement with respect to any such subsequent action
relating to the Plan and Trust Agreement and/or Adoption Agreement.
THE ADOPTING EMPLOYER OR ADOPTING AFFILIATED EMPLOYER MAY NOT RELY ON THE
NOTIFICATION LETTER ISSUED BY THE NATIONAL OR DISTRICT DIRECTOR OF THE INTERNAL
REVENUE SERVICE AS EVIDENCE THAT THE PLAN IS QUALIFIED UNDER SECTION 401 OF THE
INTERNAL REVENUE CODE. IN ORDER TO OBTAIN RELIANCE WITH RESPECT TO PLAN
QUALIFICATION, THE ADOPTING EMPLOYER AND/OR ADOPTING AFFILIATED EMPLOYER MUST
APPLY TO THE APPROPRIATE KEY DISTRICT OFFICE FOR A DETERMINATION LETTER.
Executed at [WILMINGTON ], [ DELAWARE ], on this the [31st] day
of [December], 19[97].
ADOPTING EMPLOYER:
ATTEST: CHESTNUT STREET EXCHANGE FUND
[SEAL] -------------------------------------
[SEAL] NAME OF ADOPTING EMPLOYER
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------------
Xxxxxx X. Xxxxx, Secretary Xxxxxx X. Xxxxxxx, President
PARTICIPATING EMPLOYERS:
ATTEST: THE RBB FUND
[SEAL] -------------------------------------
Name of Participating Employer
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
---------------------------- ----------------------------------
Xxxxxx X. Xxxxx, Secretary Xxxxxx X. Xxxxx, President
ATTEST: INDEPENDENCE SQUARE INCOME
[SEAL] SECURITIES, INC.
-------------------------------------
Name of Participating Employer
/s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------------
Xxxx X. Xxxxxxx, Secretary Xxxxxx X. Xxxxxxx, President
The undersigned hereby agree(s) to serve as the Trustee(s) under the Plan and
Trust Agreement.
XXXXXX X. XXXXX XXXXXX X. XXXXXXX
---------------------------- -------------------------------------
Name of Trustee Name of Trustee
/s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx
---------------------------- ----------------------------------
Witness Signature
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------------
Witness Signature
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