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EXHIBIT 10.6
FIRST AMENDMENT TO SAC RIVER VALLEY BANK
EMPLOYEE STOCK OWNERSHIP PLAN AND
TRUST AGREEMENT
AMENDMENT, executed in several counterparts, each of which shall be
deemed an original, made and entered into this 12th day of February, 1994, by
and between Sac River Valley Bank, a bank organized under the laws of the State
of Missouri (hereinafter referred to as the "Employer"), and Xxxxx X. Xxxxxxxx
(hereinafter referred to as "Trustee").
W I T N E S S E T H:
WHEREAS, on December 13, 1989, the Employer and Trustee executed and
delivered the Sac River Valley Bank Employee Stock Ownership Plan and Trust
Agreement (hereinafter referred to as the "Trust Agreement"), effective as of
January 1, 1989; and
WHEREAS, Section 13.02 of the Trust Agreement provides that the
Employer shall have the right at any time and from time to time to amend the
Trust Agreement, and, pursuant thereto, the parties now desire to amend the
Trust Agreement in certain particulars; and
WHEREAS, the Board of Directors of the Employer has approved the
following amendments to the Trust Agreement, effective as of January 1, 1989,
except as otherwise specifically provided herein;
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. Section 1.07 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof, the following new Section 1.07 is inserted, which
reads as follows:
"1.07 "Highly Compensated Employee" means an Employee who,
during the Plan Year or during the preceding 12-month period:
(a) Is a more than five percent (5%) owner of the Employer
(applying the constructive ownership rules of Code Section
318);
(b) Has Compensation in excess of Seventy-Five Thousand
Dollars ($75,000.00) (as adjusted by the Commissioner of
Internal Revenue for the relevant year);
(c) Has Compensation in excess of Fifty Thousand Dollars
($50,000.00) (as adjusted by the Commissioner of Internal
Revenue for the relevant year), and
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is part of the top-paid twenty- percent (20%) group of
employees (based on Compensation for the relevant year); or
(d) Has Compensation in excess of fifty percent (50%) of the
dollar amount prescribed in Code Section 415(b)(1)(A)
(relating to defined benefit plans), and is an officer of
the Employer.
If the Employee satisfies the definition in clause (b), (c),
or (d) in the Plan Year, but does not satisfy clause (b), (c)
or (d) during the preceding 12-month period, and does not
satisfy clause (a) in either period, the Employee is a Highly
Compensated Employee only if he is one of the one hundred
(100) most Highly Compensated Employees for the Plan Year. The
number of officers taken into account under clause (d) will
not exceed the greater of three (3) or ten percent (10%) of
the total number (after application of the Code Section 414(q)
exclusions) of Employees, but no more than fifty (50)
officers. If no Employee satisfies the Compensation
requirement in clause (d) for the relevant year, the Advisory
Committee will treat the highest paid officer as satisfying
clause (d) for that year.
For purposes of this Section 1.07, "Compensation" means
Compensation as defined in Section 1.10, except no exclusions
from Compensation apply other than the exclusions described in
paragraphs (a), (b), (c) and (d) of Section 1.10, and
Compensation must include 'elective contributions' (as defined
in Section 1.10). The Advisory Committee must make the
determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of the
top-paid twenty percent (20%) group, the top one hundred (100)
paid Employees, the number of officers includable in clause
(d) and the relevant Compensation, consistent with Code
Section 414(q) and Regulations issued under that Code
Section. The Employer may make a calendar year election to
determine the Highly Compensated Employees for the Plan
Year, as prescribed by Treasury Regulations. A calendar year
election must apply to all plans and arrangements of the
Employer. For purposes of applying any non-discrimination
test required under the Plan or under the Code, in a manner
consistent with applicable Treasury Regulations, the Advisory
Committee will treat a Highly Compensated Employee and all
family members (a spouse, a lineal ascendant or descendant,
or a spouse of a lineal ascendant or descendant) as a single
Highly Compensated Employee, but only if the Highly
Compensated Employee is a more than five percent (5%) owner
or is one of the ten (10) Highly Compensated Employees with
the greatest Compensation for the Plan Year. This aggregation
rule applies to a family member even if that family member is
a Highly Compensated Employee without family aggregation.
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The term "Highly Compensated Employee" also includes any
former Employee who separated from Service (or has a deemed
Separation from Service, as determined under Treasury
Regulations) prior to the Plan Year, performs no Service for
the Employer during the Plan Year, and was a Highly
Compensated Employee either for the separation year or for any
Plan Year ending on or after his fifty-fifth (55th) birthday.
If the former Employee's Separation from Service occurred
prior to January 1, 1987, he is a Highly Compensated Employee
only if he satisfied clause (a) of this Section 1.07 or
received Compensation in excess of Fifty Thousand Dollars
($50,000.00) during: (1) the year of his Separation from
Service (or prior year); or (2) any year ending after his
fifty-fourth (54th) birthday."
2. Section 1.10 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof the following new Section 1.10 is inserted, which
reads as follows:
"1.10 "Compensation" means W-2 wages as defined under Code
Section 3121(a) for purposes of calculating Social Security taxes,
determined without regard to the taxable wage base limitation, except
Compensation does not include reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation, and welfare benefits. Compensation excludes
elective contributions made by the Employer on the Employee's behalf.
"Elective contributions" are amounts excludable from the Employee's
gross income under Code Sections 125, 402(a)(8), 402(h) or 403(b), and
contributed by the Employer, at the Employee's election, to a Code
Section 401(k) arrangement, a Simplified Employee Pension, cafeteria
plan or tax-sheltered annuity. A Compensation payment includes
Compensation paid by the Employer to an Employee through another
person under the common paymaster provisions of Code Sections 312(s)
and 3306(p). The term "Compensation" does not include:
(a) Employer contributions (other than "elective
contributions") to a plan of deferred compensation to the
extent the contributions are not included in the gross income
of the Employee for the taxable year in which contributed, on
behalf of an Employee to a Simplified Employee Pension Plan to
the extent such contributions are excludable from the
Employee's gross income, and any distributions from a plan of
deferred compensation, regardless of whether such amounts are
includable in the gross income of the Employee when
distributed.
(b) Amounts realized from the exercise of a non-qualified
stock option, or when restricted stock (or property) held by
an Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture.
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a stock option described
in Part II, Subchapter D, Chapter 1 of the Code.
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(d) Other amounts which receive special tax benefits, such as
premiums for group term life insurance (but only to the extent
that the premiums are not includable in the gross income of
the Employee), or contributions made by an Employer (whether
or not under a salary reduction agreement) towards the
purchase of an annuity contract described in Code Section
403(b) (whether or not the contributions are excludable from
the gross income of the Employee), other than
"elective contributions."
Any reference in this Plan to Compensation is a
reference to the definition in this Section 1.10, unless the Plan
reference specifies a modification to this definition. The Advisory
Committee will take into account only Compensation actually paid for
the relevant period.
(A) LIMITATIONS ON COMPENSATION.
(1) COMPENSATION DOLLAR LIMITATION. For any Plan Year
beginning after December 31, 1988, the Advisory Committee must take
into account only the first $200,000.00 (or beginning January 1, 1990,
such larger or smaller amount as the Commissioner of Internal Revenue
may prescribe) of any Participant's Compensation. For any Plan Year
beginning prior to January 1, 1989, this $200,000.00 limitation (but
not the family aggregation requirement) applies only if the Plan is
top heavy for such Plan Year. For Plan Years beginning after December
31, 1993, the Advisory Committee will substitute $150,000.00 for
$200,000.00 wherever the $200,000.00 amount appears in this Section
1.10.
(2) APPLICATION OF COMPENSATION LIMITATION TO CERTAIN FAMILY
MEMBERS. The $200,000.00 Compensation limitation applies to the
combined Compensation of the Employee and of any family member
aggregated with the Employee under Section 1.07 who is either (i) the
Employee's spouse; or (ii) the Employee's lineal descendant under the
age of 19. If, for a Plan Year, the combined Compensation of the
Employee and such family members who are Participants entitled to an
allocation for that Plan Year exceeds the $200,000.00 (or adjusted)
limitation, "Compensation" for each such Participant, for purposes of
the contribution and allocation provisions of Article III, means his
Adjusted Compensation. Adjusted Compensation is the amount which bears
the same ratio to the $200,000.00 (or adjusted) limitation as the
affected Participant's Compensation (without regard to the $200,000.00
Compensation limitation) bears to the combined Compensation of all the
affected Participants in the family unit.
(B) NONDISCRIMINATION. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation
means Compensation as defined in this Section 1.10 except any
exclusions from Compensation, other than the exclusions described in
paragraphs (a), (b), (c) and (d), do not apply. The Employer also may
elect to use an alternate nondiscriminatory definition, in accordance
with the
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requirements of Code Section 414(s) and the regulations issued
under that Code section. In determining Compensation under this Section
1.10(B), the Employer may elect to include all elective contributions
made by the Employer on behalf of the Employees. The Employer's
election to include elective contributions must be consistent and
uniform with respect to Employees. The Employer may make this election
to include elective contributions for nondiscrimination testing
purposes, irrespective of whether this Section 1.10 includes elective
contributions in the general Compensation definition applicable to the
Plan."
3. There is hereby added to Section 1.27 of the Trust Agreement the
following sentence:
"For Plan allocation purposes, "Compensation" does not include
Compensation received from a related employer not
participating in this Plan."
4. There is hereby added to Section 1.28(B) of the Trust Agreement the
following sentence:
"The Advisory Committee will reduce a Leased Employee's
allocation of Employer contributions under this Plan by the
Leased Employee's allocation under the leasing organization's
plan, but only to the extent that allocation is attributable
to the Leased Employee's service provided to the Employer."
5. Section 1.31 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof, the following new Section 1.31 is inserted, which
reads as follows:
"1.31 "Employer Securities" means common stock issued by the
Employer, or by a corporation which is a member of the same controlled
group of corporations, having a combination of voting power and
dividend rights equal to or in excess of --
(a) that class of common stock of the Employer (or of any
other such corporation) having the greatest voting power; and
(b) that class of common stock of the Employer (or of any
other such corporation) having the greatest dividend rights."
6. Section 2.01 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof the following new Section 2.01 is inserted, which
reads as follows:
"2.01 ELIGIBILITY. Each Employee (other than an Excluded
Employee) becomes a Participant in the Plan on the Plan Entry Date (if
employed on that date) immediately following the later of the date on
which he completes one Year of Service or attains age 21. "Plan Entry
Date" means the Effective Date and January 1 and July 1.
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An Employee is an Excluded Employee if he is a Leased
Employee.
If a Participant has not incurred a Separation from Service
but becomes an Excluded Employee, then during the period such a
Participant is an Excluded Employee, the Advisory Committee will limit
that Participant's sharing in the allocation of Employer contributions
and Participant forfeitures, if any, under the Plan by disregarding his
Compensation paid by the Employer for services rendered in his capacity
as an Excluded Employee. However, during such period of exclusion, the
Participant, without regarding to employment classification, continues
to receive credit for vesting under Article V for each included Year of
Service and the Participant's Account continues to share fully in Trust
Fund allocations under Section 9.11."
7. Section 3.01 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof the following new Section 3.01 is inserted, which
reads as follows:
"3.01 AMOUNT. For each Plan Year, the Employer will contribute
to the Trust the amount which the Employer may from time to time deem
advisable. The Employer may contribute to this Plan irrespective of
whether it has net profits. The Employer intends the Plan to be an
employee stock ownership plan for the purposes of the Code. The
Employer may not make a contribution to the Trust for any Plan Year to
the extent the contribution would exceed the Participants' Maximum
Permissible Amounts. See Part 2 of this Article III.
The Employer contributes to this Plan on the
condition its contribution is not due to a mistake of fact and the
Revenue Service will not disallow the deduction for its contribution.
The Trustee, upon written request from the Employer, must return to the
Employer the amount of the Employer's contribution made by the Employer
by mistake of fact or the amount of the Employer's contribution
disallowed as a deduction under Code Section 404. The Trustee will not
return any portion of the Employer's contribution under the provisions
of this paragraph more than one year after:
(a) The Employer made the contribution by mistake of fact; or
(b) The disallowance of the contribution as a deduction, and
then, only to the extent of the disallowance.
The Trustee will not increase the amount of the
Employer contribution returnable under this Section 3.01 for any
earnings attributable to the contribution, but the Trustee will
decrease the Employer contribution returnable for any losses
attributable to it. The Trustee may require the Employer to furnish it
whatever evidence the Trustee deems necessary to enable the Trustee to
confirm the amount the Employer has requested be returned is properly
returnable under ERISA."
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8. Section 3.03 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof the following new Section 3.03 is inserted, which
reads as follows:
"3.03 TIME OF PAYMENT OF CONTRIBUTION. The Employer may pay
its contribution for each Plan Year in one or more installments without
interest. The Employer must make its contribution to the Plan within
the time prescribed by the Code or applicable Treasury regulations.
Subject to the consent of the Trustee, the Employer may make its
contribution in property (including Employer Securities) rather than
cash, provided the contribution of property is not a prohibited
transaction under the Code or under ERISA."
9. Section 3.04 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof the following new Section 3.04 is inserted, which
reads as follows:
"3.04 CONTRIBUTION ALLOCATION.
(A) METHOD OF ALLOCATION. The Advisory Committee will allocate and
credit each annual Employer contribution (and Participant forfeitures,
if any) to the Account of each Participant who satisfies the conditions
of Section 3.06. The Advisory Committee will allocate the annual
Employer contributions (and Participant forfeitures) in the same ratio
that each Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for the Plan Year.
(B) TOP HEAVY MINIMUM ALLOCATION.
(1) MINIMUM ALLOCATION. If the Plan is top heavy in any
Plan Year:
(a) Each Non-Key Employee who is a Participant and
employed by the Employer on the last day of the Plan
Year will receive a top heavy minimum allocation for
that Plan Year, irrespective of whether he satisfies
the Hours of Service condition under Section 3.06;
and
(b) The top heavy minimum allocation is the lesser
of 3% of the Non-Key Employee's Compensation for the
Plan Year or the highest contribution rate for the
Plan Year made on behalf of any Key Employee.
However, if a defined benefit plan maintained by the
Employer which benefits a Key Employee depends on
this Plan to satisfy the anti- discrimination rules
of Code Section 401(a)(4) or the coverage rules of
Code Section 410 (or another plan benefiting the Key
Employee so depends on such defined benefit plan),
the top heavy minimum allocation is 3% of the
Non-Key Employee's Compensation regardless of the
contribution rate for the Key Employees.
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(2) SPECIAL DEFINITIONS. For purposes of clause (1)(b),
"Compensation" means Compensation as defined in Section 1.10,
except: (i) Compensation does not include elective
contributions; (ii) any exclusions from Compensation (other
than the exclusion of elective contributions and the
exclusions described in paragraphs (a), (b), (c) and (d) of
Section 1.10) do not apply; and (iii) the Advisory Committee
must take into account Compensation for the entire Plan Year.
(3) DETERMINING CONTRIBUTION RATES. For purposes of this
Section 3.04(B), a Participant's contribution rate is the sum
of Employer contributions (not including Employer
contributions to Social Security) and forfeitures allocated
to the Participant's Account for the Plan Year divided by his
Compensation for the entire Plan Year. However, for purposes
of satisfying a Participant's top heavy minimum allocation in
Plan Years beginning after December 31, 1988, a Participant's
contribution rate does not include any elective contributions
under a Code Section 401(k) arrangement nor any Employer
matching contributions necessary to satisfy the
nondiscrimination requirements of Code Section 401(k) or of
Code Section 401(m). To determine a Participant's
contribution rate, the Advisory Committee must treat all
qualified top heavy defined contribution plans maintained by
the Employer (or by any related Employers described in
Section 1.27) as a single plan.
(4) NO ALLOCATIONS. If, for a Plan Year, there are no
allocations of Employer contributions or forfeitures for any
Key Employee, the Plan does not require any top heavy minimum
allocation for the Plan Year, unless a top heavy minimum
allocation applies because of the maintenance by the Employer
of more than one plan.
(5) METHOD OF COMPLIANCE. The Plan will satisfy the top heavy
minimum allocation in accordance with this Section 3.04(B)(5).
The Advisory Committee first will allocate the Employer
contributions (and Participant forfeitures, if any) for the
Plan Year in accordance with the allocation formula under
Section 3.04(A). The Employer then will contribute an
additional amount for the Account of any Participant entitled
under this Section 3.04(B) to a top heavy minimum allocation
and whose contribution rate for the Plan Year, under this Plan
and any other plan aggregated under paragraph (3), is less
than the top heavy minimum allocation. The additional amount
is the amount necessary to increase the Participant's
contribution rate to the top heavy minimum allocation. The
Advisory Committee will allocate the additional contribution
to the Account of the Participant on whose behalf the Employer
makes the contribution."
10. Section 3.05 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof, the following new Section 3.05 is inserted, which
reads as follows:
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"3.05 FORFEITURE ALLOCATION. The amount of a Participant's
Accrued Benefit forfeited under the Plan is a Participant forfeiture.
Subject to any restoration allocation required under Section 9.14, the
Advisory Committee will allocate a Participant forfeiture in accordance
with Section 3.04, as an Employer contribution for the Plan Year in
which the forfeiture occurs, as if the Participant forfeiture were an
additional Employer contribution for that Plan Year. The Advisory
Committee will continue to hold the undistributed, non-vested portion
of a terminated Participant's Accrued Benefit in his Account solely for
his benefit until a forfeiture occurs at the time specified in Section
5.09, or, if applicable, until the time specified in Section 9.14.
Except as provided under Section 5.04, a Participant will not share in
the allocation of a forfeiture of any portion of his Accrued Benefit.
In making a forfeiture allocation under this Section 3.05, the Advisory
Committee must base forfeitures of Employer Securities upon the fair
market value of the Employer Securities as of the Accounting Date of
the forfeitures."
11. There is hereby added to Section 3.06 of the Trust Agreement, the
following new paragraph (D), which shall read as follows:
"(D) SUSPENSION OF ACCRUAL REQUIREMENTS. The Plan suspends the
accrual requirements under Sections 3.06(B) and (C) if, for any Plan
Year beginning after December 31, 1989, the Plan fails to satisfy the
Participation Test or the Coverage Test. A Plan satisfies the
Participation Test if, on each day of the Plan Year, the number of
Employees who benefit under the Plan is at least qual to the lesser of
50 or 40% of the total number of Includable Employees as of such day. A
Plan satisfies the Coverage Test if, on the last day of each quarter of
the Plan Year, the number of Non-highly Compensated Employees who
benefit under the Plan is at least qual to 70% of the total number of
Includable Non-highly Compensated Employees as of such day.
"Includable" Employees are all employees other than: (1) those
Employees excluded from participating in the Plan for the entire Plan
Year by reason of the collective bargaining unit exclusion or the
nonresident alien exclusion described in the Code or by reason of the
age and service requirements of Article II; and (2) any Employee who
incurs a Separation from Service during the Plan Year and fails to
complete at least 501 Hours of Service for the Plan Year. A "Non-highly
Compensated Employee" is an Employee who is not a Highly Compensated
Employee and who is not a family member aggregated with a Highly
Compensated Employee pursuant to Section 1.07 of the Plan. For purposes
of the Participation Test and the Coverage Test, an Employee is
benefiting under the Plan on a particular date if under Section 3.04,
he is entitled to an Employer contribution allocation for the Plan
Year.
If this Section 3.06(D) applies for a Plan Year, the Advisory
Committee will suspend the accrual requirements for the Includable
Employees who are Participants, beginning first with the Includable
Employee(s) employed with the Employer on the last day of the Plan
Year, then the Includable Employee(s) who have the latest Separation
from Service during the Plan Year, and continuing to suspend in
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descending order the accrual requirements for each Includable Employee
who incurred an earlier Separation from Service, from the latest to the
earliest Separation from Service date, until the Plan satisfies both
the Participation Test and the Coverage Test for the Plan Year. If two
or more Includable Employees have a Separation from Service on the same
day, the Advisory Committee will suspend the accrual requirements for
all such Includable Employees, irrespective of whether the Plan can
satisfy the Participation Test and the Coverage Test by accruing
benefits for fewer than all such Includable Employees. If the Plan
suspends the accrual requirements for an Includable Employee, that
Employee will share in the allocation of Employer contributions and
Participant forfeitures, if any, without regard to the number of Hours
of Service he has earned for the Plan Year and without regard to
whether he is employed by the Employer on the last day of the Plan
Year."
12. Section 3.07 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof the following new Section 3.07 is inserted, which
reads as follows:
"3.07 LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS.
The amount of Annual Additions which the Advisory Committee may
allocate under this Plan on a Participant's behalf for a Limitation
Year may not exceed the Maximum Permissible Amount. If the amount the
Employer otherwise would contribute to the Participant's Account would
cause the Annual Additions for the Limitation Year to exceed the
Maximum Permissible Amount, the Employer will reduce the amount of its
contribution so the Annual Additions for the Limitation Year will equal
the Maximum Permissible Amount. If an allocation of Employer
contributions, pursuant to Section 3.04, would result in an Excess
Amount (other than an Excess Amount resulting from the circumstances
described in Section 3.07(B)) to the Participant's Account, the
Advisory Committee will reallocate the Excess Amount to the remaining
Participants who are eligible for an allocation of Employer
contributions for the Plan Year in which the Limitation Year ends. The
Advisory Committee will make this reallocation on the basis of the
allocation method under the Plan as if the Participant whose Account
otherwise would receive the Excess Amount is not eligible for an
allocation of Employer contributions.
(A) ESTIMATION OF COMPENSATION. Prior to the determination of the
Participant's actual Compensation for a Limitation Year, the Advisory
Committee may determine the Maximum Permissible Amount on the basis of
the Participant's estimated annual Compensation for such Limitation
Year. The Advisory Committee must make this determination on a
reasonable and uniform basis for all Participants similarly situated.
The Advisory Committee must reduce any Employer contributions
(including any allocation of forfeitures) based on estimated annual
Compensation by any Excess Amount carried over from prior years. As
soon as is administratively feasible after the end of the Limitation
Year, the Advisory Committee will determine the Maximum Permissible
Amount for such Limitation Year on the basis of the Participant's
actual Compensation for such Limitation Year.
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(B) MORE THAN ONE PLAN. If the Advisory Committee allocated an Excess
Amount to a Participant's Account on an allocation date of this Plan
which coincides with an allocation date of another defined contribution
plan maintained by the Employer, the Excess Amount attributed to this
Plan will be the product of:
(a) The total Excess Amount allocated as of such date
(including any amount which the Advisory Committee would have
allocated but for the limitations of Code Section 415); times
(b) The ratio of (i) the amount allocated to the Participant
as of such date under this Plan divided by (ii) the total
amount allocated as of such date under all qualified defined
contribution plans (determined without regard to the
limitations of Code Section 415).
(C) DISPOSITION OF EXCESS AMOUNT. If, pursuant to Section 3.07(A), or
because of the allocation of forfeitures, there is an Excess Amount
with respect to a participant for a Limitation Year, the Advisory
Committee will dispose of such Excess Amount as follows:
(a) The Advisory Committee will return any nondeductible
voluntary Employee contributions to the Participant to the
extent the return would reduce the Excess Amount.
(b) If, after the application of paragraph (a), an Excess
Amount still exists, and the Plan covers the Participant at
the end of the Limitation Year, then the Advisory Committee
will use the Excess Amount(s) to reduce future Employer
contributions (including any allocation of forfeitures) under
the Plan for the next Limitation Year and for each succeeding
Limitation Year, as is necessary, for the Participant. The
Participant may elect to limit his Compensation for allocation
purposes to the extent necessary to reduce his allocation for
the Limitation Year to the Maximum Permissible Amount and
eliminate the Excess Amount.
(c) If, after the application of paragraph (a), an Excess
Amount still exists, and the Plan does not cover the
Participant at the end of the Limitation Year, then the
Advisory Committee will hold the Excess Amount unallocated in
a suspense account. The Advisory Committee will apply the
suspense account to reduce Employer Contributions (including
allocation of forfeitures) for all remaining Participants in
the next Limitation Year, and in each succeeding Limitation
Year, if necessary. Neither the Employer nor any Employee may
contribute to the Plan for any Limitation Year in which the
Plan is unable to allocate fully a suspense account maintained
pursuant to this paragraph (c).
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(d) The Advisory Committee will not distribute any Excess
Amount(s) to Participants or to former Participants.
(D) DEFINED BENEFIT PLAN LIMITATION. If the Participant presently
participates, or has ever participated under a defined benefit plan
maintained by the Employer, then the sum of the defined benefit plan
fraction and the defined contribution plan fraction for the Participant
for that Limitation Year must not exceed 1.0. To the extent necessary
to satisfy this limitation, the Employer will reduce its contribution
or allocation on behalf of the Participant to the defined contribution
plan under which the Participant participates, and then, if necessary,
the Participant's projected annual benefit under the defined benefit
plan under which the Participant participates."
13. Paragraph (a) of Section 3.08 of the Trust Agreement is hereby
deleted in its entirety, and in lieu thereof the following new paragraph (a) of
Section 3.08 is inserted, which reads as follows:
"(a) "Annual Addition" - The sum of the following amounts allocated on
behalf of a Participant for a Limitation Year: (i) all Employer
contributions; (ii) all forfeitures; and (iii) all Employee
contributions. Except to the extent provided in Treasury Regulations,
Annual Additions include excess contributions described in Code
Section 401(k), excess aggregate contributions described in Code
Section 401(m) and excess deferrals described in Code Section 402(g),
irrespective of whether the plan distributes or forfeits such excess
amounts. Annual Additions also include Excess Amounts reapplied to
reduce Employer contributions under Section 3.07. Amounts allocated
after March 31, 1984, to an individual medical account (as defined in
Code Section 415(1)(2)) included as part of a defined benefit plan
maintained by the Employer are Annual Additions. Furthermore, Annual
Additions include contributions paid or accrued after December 31,
1985, for taxable years ending after December 31, 1985, attributable
to post-retirement medical benefits allocated to the separate account
of a key employee (as defined in Code Section 419A(d)(3)) under a
welfare benefit fund (as defined in Code Section 419(e)) maintained by
the Employer, but only for purposes of the dollar limitation
applicable to the Maximum Permissible Amount. "Annual Additions" do
not include any Employer contributions applied by the Advisory
Committee (not later than the due date, including extensions, for
filing the Employer's Federal income tax return for the Plan Year) to
pay interest (charged to a Participant's Account) on an Exempt Loan,
and any Leveraged Employer Securities the Advisory Committee allocates
as forfeitures; provided, however, the provisions of this sentence do
not apply in a Limitation Year for which the Advisory Committee
allocates more than one-third of the Employer contributions applied to
pay principal and interest on an Exempt Loan to Highly Compensated
Employee-Participants. The Advisory Committee may reallocate the
Employer contributions in accordance with Section 3.04 to the Accounts
of non-Highly Compensated Employee-Participants to the extent
necessary in order to satisfy this special limitation."
- 12 -
13
14. Paragraph (b) of Section 3.08 of the Trust Agreement is hereby
deleted in its entirety, and in lieu thereof, the following new paragraph (b) of
Section 3.08 is inserted, which reads as follows:
"(b) "Compensation" - For purposes of applying the limitations of Part
2 of this Article III, "Compensation" means Compensation as defined in
Section 1.10, except Compensation does not include elective
contributions and any exclusion from Compensation (other than the
exclusion of elective contributions and the exclusions described in
paragraphs (a), (b), (c) and (d) of Section 1.10) does not apply."
15. Paragraph (c) of Section 3.08 of the Trust Agreement is hereby
deleted in its entirety, and in lieu thereof the following new paragraph (c) of
Section 3.08 is inserted, which reads as follows:
"(c) "Maximum Permissible Amount" - The lesser of (i) $30,000.00 (or,
if greater, one-fourth of the defined benefit dollar limitation under
Code Section 415(b)(1)(A)), or (ii) 25% of the Participant's
Compensation for the Limitation Year. The dollar amount of clause
(i) will increase by the lesser of (1) 100% of the dollar amount in
effect for the Limitation Year; or (2) the amount of the Employer
Securities allocated to the Participant's Employer Securities Account
as an Employer contribution for the Limitation Year. The immediately
preceding sentence does not apply for any Limitation Year for which
the Advisory Committee allocates more than one-third of the Employer
contribution to Highly Compensated Employee- Participants, nor to any
Limitation Year commencing after July 12, 1989. If there is a short
Limitation Year because of a change in Limitation Year, the Advisory
Committee will multiply the $30,000.00 limitation (or larger
limitation) by the following fraction:
Number of months in the short Limitation Year
---------------------------------------------
12"
16. There is hereby added to Section 5.03 of the Trust Agreement the
following new paragraphs:
"SPECIAL VESTING SCHEDULE. If the Trustee makes a distribution
(other than a cash-out distribution described in Section 5.04) to a
partially-vested Participant, and the Participant has not incurred a
Forfeiture Break in Service at the relevant time, the Advisory
Committee will establish a separate Account for the Participant's
Accrued Benefit. At any relevant time following the distribution, the
Advisory Committee will determine the Participant's Nonforfeitable
Accrued Benefit derived from Employer contributions in accordance with
the following formula: P(AB + (R x D)) - (R x D).
To apply this formula, "P" is the Participant's current
vesting percentage at the relevant time, "AB" is the Participant's
Employer-derived Accrued Benefit at the relevant time, "R" is the
ratio of "AB" to the Participant's Employer-derived Accrued
- 13 -
14
Benefit immediately following the earlier distribution, and "D" is the
amount of the earlier distribution. If, under a restated Plan, the
Plan has made distribution to a partially-vested Participant prior
to its restated Effective Date and is unable to apply the cash-out
provisions of Section 5.04 to that prior distribution, this special
vesting formula also applies to that Participant's remaining Account."
17. Paragraph (C) of Section 5.04 of the Trust Agreement is hereby
deleted in its entirety, and in lieu thereof the following new paragraph (C) of
Section 5.04 is inserted, which reads as follows:
"(C) 0% VESTED PARTICIPANT. The deemed cash-out rule applies to a 0%
vested Participant. A 0% vested Participant is a Participant whose
Accrued Benefit derived from Employer contributions is entirely
forfeitable at the time of his Separation from Service. If the
Participant's Account is not entitled to an allocation of Employer
contributions or Participant forfeitures for the Plan Year in which he
has a Separation from Service, the Advisory Committee will apply the
deemed cash-out rule as if the 0% vested Participant received a
cash-out distribution on the date of the Participant's Separation from
Service. If the Participant's Account is entitled to an allocation of
Employer contributions or Participant forfeitures for the Plan Year in
which he has a Separation from Service, the Advisory Committee will
apply the deemed cash-out rule as if the 0% vested Participant received
a cash-out distribution on the first day of the first Plan Year
beginning after his Separation from Service. For purposes of applying
the restoration provisions of this Section 5.04, the Advisory Committee
will treat the 0% vested Participant as repaying his cash-out
"distribution" on the first date of his re-employment with the
Employer."
18. Section 6.01 of the Trust Agreement, through Paragraph (A) of
Section 6.01, is hereby deleted in its entirety, and in lieu thereof the
following is inserted, which reads as follows:
"6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. Unless, pursuant to
Section 6.03, the Participant or the Beneficiary elects in writing to a
different time or method of payment, the Advisory Committee will direct
the Trustee to commence distribution of a Participant's Nonforfeitable
Accrued Benefit in accordance with this Section 6.01. A Participant
must consent, in writing, to any distribution required under this
Section 6.01, if the present value of the Participant's Nonforfeitable
Accrued Benefit, at the time of the distribution to the Participant,
exceeds $3,500.00 and the Participant has not attained the later of age
62 or Normal Retirement Age. For all purposes of this Article VI, the
term "annuity starting date" means the first day of the first period
for which the Plan pays an amount as an annuity or in any other form. A
distribution date under this Article VI, unless otherwise specified
within the Plan, is every day of the Plan Year or as soon as
administratively practicable following a distribution date. For
purposes of the consent requirements under this Article VI, if the
present value of the Participant's Nonforfeitable Accrued
- 14 -
15
Benefit, at the time of any distribution, exceeds $3,500.00, the
Advisory Committee must treat that present value as exceeding $3,500.00
for purposes of all subsequent Plan distributions to the Participant.
(A) SEPARATION FROM SERVICE FOR A REASON OTHER THAN DEATH.
(1) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING
$3,500.00. If the Participant's Separation from Service is for any
reason other than death, the Advisory Committee will direct the Trustee
to distribute the Participant's Nonforfeitable Accrued Benefit in lump
sum, as soon as administratively practicable following the close of the
first Plan Year beginning after the Participant's Separation from
Service, but in no event later than the 60th day following the close of
the Plan Year in which the Participant attains Normal Retirement Age.
If the Participant has attained Normal Retirement Age when he separates
from Service, the distribution under this paragraph will occur no later
than the 60th day following the close of the Plan Year in which the
Participant's Separation from Service occurs.
(2) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS
$3,500.00. If the Participant's Separation from Service is for any
reason other than death, the Advisory Committee will direct the Trustee
to distribute the Participant's Nonforfeitable Accrued Benefit at the
time elected by the Participant, pursuant to Section 6.03. In the
absence of an election by the Participant, the Advisory Committee will
direct the Trustee to distribute the Participant's Nonforfeitable
Accrued Benefit in lump sum on the 60th day following the close of the
Plan Year in which the later of the following events occurs: (a) the
Participant attains Normal Retirement Age; or (b) the Participant
separates from Service.
(3) DISABILITY. If the Participant's Separation from Service
is because of disability, the Advisory Committee will direct the
Trustee to pay the Participant's Nonforfeitable Accrued Benefit in lump
sum, on the first administratively practicable distribution date of the
first Plan Year beginning after the Participant's Separation from
Service, subject to the notice and consent requirements of this Article
VI and to the applicable mandatory commencement dates described in
Paragraph (1) or in Paragraph (2)."
19. Section 6.05 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof the following new Section 6.05 is inserted, which
reads as follows:
"6.05 SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS. Unless
the Participant elects in writing to have the Trustee apply other
distribution provisions of the Plan, or unless other distribution
provisions of the Plan require earlier distribution of the
Participant's Accrued Benefit, the Trustee must distribute the portion
of the Participant's Accrued Benefit attributable to Employer
Securities (the "Eligible Portion") no later than the time prescribed
by this Section 6.05,
- 15 -
16
irrespective of any other provisions of the Plan. The distribution
provisions of this Section 6.05 are subject to the consent and form of
distribution requirements of Articles V and VI of the Plan.
(a) If the Participant separates from Service by reason of the
attainment of Normal Retirement Age, death, or disability, the
Advisory Committee will direct the Trustee to commence
distribution of the Eligible Portion not later than one year
after the close of the Plan Year in which the applicable event
occurs.
(b) If the Participant separates from Service for any reason
other than by reason of the attainment of Normal Retirement
Age, death or disability, the Advisory Committee will direct
the Trustee to commence distribution of the Eligible Portion
not later than one year after the close of the fifth Plan Year
following the Plan Year in which the Participant separated
from Service. If the Participant resumes employment with the
Employer on or before the last day of the fifth Plan Year
following the Plan Year of his separation from Service, the
mandatory distribution provisions of this paragraph (b) do not
apply.
For purposes of this Section 6.05, Employer Securities do not
include any Employer Securities acquired with the proceeds of an Exempt
Loan until the close of the Plan Year in which the borrower repays the
Exempt Loan in full.
PERIOD OF PAYMENT. The Advisory Committee will direct the
Trustee to make distributions required under this Section 6.05 over a
period not exceeding five years unless the Participant otherwise elects
under the other distributions provisions of the Plan. If a
Participant's Eligible Portion exceeds $500,000.00, the maximum payment
period, subject to a contrary election by the Participant, is five
years plus one additional year (but no more than five additional years)
for each $100.00 (or fraction of $100,000.00) by which the Eligible
Portion exceeds $500,000.00. The Advisory Committee will apply this
Section 6.05 by adjusting the $500,000.00 and $100,000.00 limitations
by the adjustment factor prescribed by the Secretary of the Treasury
under Code ss.415(d). In no event will the distribution period exceed
the period permitted under Section 6.02 of the Plan."
20. There is hereby added to Article VI of the Trust Agreement, the
following new Section 6.07, which reads as follows:
"6.07. DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS. For
distributions made after December 31, 1992, a Participant may elect, at
the time and in the manner prescribed by the Committee, to have any
portion of his eligible rollover distribution paid directly to an
eligible retirement plan specified by the Participant in a direct
rollover designation. For purposes of this
- 16 -
17
Section 6.07, a Participant includes a Participant's surviving spouse
and the Participant's spouse or former spouse who is an alternate payee
under a qualified domestic relations order.
The following definitions apply to this Section 6.07:
(a) ELIGIBLE ROLLOVER DISTRIBUTION. An eligible rollover
distribution is any distribution of all or any portion of the balance
to the credit of the Participant, except an eligible rollover
distribution does not include: any distribution which is one of a
series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the
Participant or the joint lives (or joint life expectancies) of the
Participant the Participant's designated beneficiary, or for a
specified period of ten years of more; any distribution to the extent
required under Code Section 401(a)(9); and the portion of any
distribution which is not includable in gross income (determined
without regard to the exclusion of net unrealized appreciation with
respect to employer securities).
(b) ELIGIBLE RETIREMENT PLAN. An eligible retirement plan is
an individual retirement account described in Code Section 408(a), an
individual retirement annuity described in Code Section 408(b), an
annuity plan described in Code Section 403(a), or a qualified trust
described in Code Section 401(a), which accepts the Participant's
eligible rollover distribution. However, in the case of an eligible
rollover distribution to the surviving spouse, an eligible retirement
plan is an individual retirement account or individual retirement
annuity.
(c) DIRECT ROLLOVER. A direct rollover is a payment by the
Plan to the eligible retirement plan specified by the distributee."
21. There is hereby added to the first paragraph of Section 7.05 of
the Trust Agreement, the following sentence:
"An amended vesting schedule will apply to a Participant only if the
Participant receives credit for at least one (1) Hour of Service after
the new schedule becomes effective."
22. There is hereby added to the second paragraph of Section 7.05 of
the Trust Agreement, the following sentence:
"The election described in this Section 7.05 does not apply to a
Participant if the amended vesting schedule provides for vesting at
least as rapid at all times as the vesting schedule in effect prior to
the amendment."
23. Section 8.11 of the Trust Agreement is hereby deleted.
- 17 -
18
24. Section 9.10 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof the following new Section 9.10 is inserted, which
reads as follows:
"9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. The value of
each Participant's Accrued Benefit consists of that proportion of the
net worth (at fair market value) of the Employer's Trust Fund which the
net credit balance in his Account bears to the total net credit balance
in the Accounts of all Participants. For purposes of a distribution
under the Plan, the value of a Participant's Accrued Benefit
attributable to his General Investments Account is its value as of the
valuation date immediately preceding the date of the distribution."
24. Section 9.11 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof the following new Section 9.11 is inserted, which
reads as follows:
"9.11 ALLOCATION TO PARTICIPANT'S ACCRUED BENEFIT. A
"valuation date" under this Plan is each Accounting Date and each
interim valuation date determined under Section 10.14. As of each
valuation date, the Advisory Committee must adjust General Investments
Accounts to reflect net income, gain or loss since the last valuation
date. The valuation period is the period beginning the day after the
last valuation date and ending on the current valuation date.
[A] EMPLOYER SECURITIES ACCOUNT. As of the Accounting Date of each Plan
Year, the Advisory Committee first will reduce Employer Securities
Accounts for any forfeitures arising under Section 5.09 and then will
credit the Employer Securities Account maintained for each Participant
with the Participant's allocable share of Employer Securities
(including fractional shares) purchased and paid for by the Trust or
contributed in kind to the Trust, with any forfeitures of Employer
Securities and with any stock dividends on Employer Securities
allocated to his Employer Securities Account. The Advisory Committee
will allocate Employer Securities acquired with an Exempt Loan under
Section 10.03[C] in accordance with that Section, subject, however, to
the provisions of paragraph [C] of this Section 9.11. Except as
otherwise specifically provided in Section 10.04[C], the Advisory
Committee will base allocations to the Participants' Accounts on dollar
values expressed as shares of Employer Securities or on the basis of
actual shares where there is a single class of Employer Securities. In
making a forfeiture reduction under this Section 9.11, the Advisory
Committee, to the extent possible, first must forfeit from a
Participant's General Investments Account before making a forfeiture
from his Employer Securities Account.
[B] GENERAL INVESTMENTS ACCOUNT. The allocation provisions of this
paragraph apply to all Participant General Investments Accounts other
than segregated investment Accounts. The Advisory Committee first will
adjust the Participant General Investments Accounts, as those Accounts
stood at the beginning of the current valuation period, by reducing the
Accounts for any forfeitures arising under
- 18 -
19
Section 5.09 or under Section 9.14, for amounts charged during the
valuation period to the Accounts in accordance with Section 9.13
(relating to distributions) and for the amount of any General
Investments Account which the Trustee has fully distributed since the
immediately preceding valuation date. The Advisory Committee then,
subject to the restoration allocation requirements of Section 9.14,
will allocate the net income, gain or loss pro rata to the adjusted
Participant General Investment Accounts. The allocable net income, gain
or loss is the net income (or net loss), including the increase or
decrease in the fair market value of assets, since the last valuation
date. In making its allocations under this Section 9.11[B], the
Advisory Committee will exclude Employer Securities and interest paid
by the Trust on an Exempt Loan.
[C] DIVIDENDS ON EMPLOYER SECURITIES. The Advisory Committee will
allocate any cash dividends the Employer pays with respect to Employer
Securities to the General Investments Accounts of participants in the
same ratio, determined on the dividend declaration date, that Employer
Securities allocated to a Participant's Employer Securities Account
bear to the Employer Securities allocated to all Employer Securities
Accounts. The Advisory Committee will not allocate to the General
Investments Accounts any cash dividends the Employer directs the
Trustee to apply to the payment of an Exempt Loan nor any cash
dividends the Advisory Committee directs the Trustee to distribute in
accordance with Section 10.08. If the Employer directs the Trustee to
apply cash dividends on Employer Securities to the payment of an Exempt
Loan, the Advisory Committee first will allocate the released Employer
Securities to the Participants' Employer Securities Accounts in the
same ratio, determined on the dividend declaration date, that Employer
Securities allocated to a Participant's Employer Securities Account
bear to the Employer Securities allocated to all Employer Securities
Accounts. This first allocation of released Employer Securities must
equal the greater of: (1) the shares of released Employer Securities
equal to the fair market value of the cash dividends attributable to
the allocated Employer Securities; or (2) the number of shares of all
released Employer Securities attributable to the cash dividends on
allocated Employer Securities. If any released Employer Securities
remain unallocated after the first allocation, the Advisory Committee
will allocate these remaining released Employer Securities under
Section 3.04(A) as if the Employer has made an Employer contribution
equal to the amount of the cash dividend attributable to the
unallocated Employer Securities.
[D] SEGREGATED INVESTMENT ACCOUNTS. A segregated investment Account
receives all income it earns and bears all expense or loss it incurs.
As of the valuation date, the Advisory Committee must reduce a
segregated Account for any forfeiture arising under Section 5.09 after
the Advisory Committee has made all other allocations, changes or
adjustments to the Account for the Plan Year.
[E] ADDITIONAL RULES. An excess Amount or suspense account described in
Part 2 of Article III does not share in the allocation of net income,
gain or loss described in this Section 9.11. This Section 9.11 applies
solely to the allocation of net income,
- 19 -
20
gain or loss of the Trust. The Advisory Committee will allocate the
Employer contributions and Participant forfeitures, if any, in
accordance with Article III.
[F] ALLOCATION RESTRICTION. To the extent a shareholder sells Employer
Securities to the Trust and elects (with the consent of the Employer)
nonrecognition of gain under Code Section 1042, the Committee will not,
directly or indirectly, allocate under the Plan, at any time, any
portion of the purchased Employer Securities to:
(1) the selling shareholder,
(2) the selling shareholder's spouse, brothers or sisters
(whether by the whole or half blood), ancestors or
lineal descendants; or
(3) any shareholder owning (as determined under
Code Section 318(a)) more than 25% in value of any
class of Employer Securities.
For purposes of this Section 9.11[F], the term "shareholder"
includes the shareholder's executor and the term "purchased Employer
Securities" includes any dividends or other income attributable to the
purchased Employer Securities."
25. Section 9.13 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof the following new Section 9.13 is inserted, which
reads as follows:
"9.13 ACCOUNT CHARGED. The Advisory Committee will charge a
Participant's Account for all distributions made from that Account to
the Participant, to his Beneficiary or to an alternate payee. The
Advisory Committee also will charge a Participant's Account for any
administrative expenses incurred by the Plan directly related to that
Account."
26. There is hereby added to Section 10.14 of the Trust Agreement, the
following sentence:
"The valuation requirement of the immediately preceding sentence
applies to all Employer Securities acquired by the Plan."
27. Section 13.06 of the Trust Agreement is hereby deleted in its
entirety, and in lieu thereof, the following new Section 13.06 is inserted,
which reads as follows:
"13.06 TERMINATION. Upon termination of the Plan, the
distribution provisions of Article VI remain operative, with the
following exceptions:
(1) if the present value of the Participant's Nonforfeitable
Accrued Benefit does not exceed $3,500.00, the Advisory
Committee will direct the Trustee to
- 20 -
21
distribute the Participant's Nonforfeitable Accrued Benefit to
him in lump sum as soon as administratively practicable after
the Plan terminates; and
(2) if the present value of the Participant's Nonforfeitable
Accrued Benefit exceeds $3,500.00, the Participant or the
Beneficiary, in addition to the distribution events permitted
under Article VI, may elect to have the Trustee commence
distribution of his Nonforfeitable Accrued Benefit as soon as
administratively practicable after the Plan terminates.
To liquidate the Trust, the Advisory Committee will purchase a
deferred annuity contract for each Participant which protects the
Participant's distribution rights under the Plan, if the Participant's
Nonforfeitable Accrued Benefit exceeds $3,500.00, and the Participant
does not elect an immediate distribution pursuant to paragraph (2).
If this paragraph applies, in lieu of the preceding provisions
of this Section 13.06 and the distribution provisions of Article VI,
the Advisory Committee will direct the Trustee to distribute each
Participant's Nonforfeitable Accrued Benefit, in lump sum, as soon as
administratively practicable after the termination of the Plan,
irrespective of the present value of the Participant's Nonforfeitable
Accrued Benefit and whether the Participant consents to that
distribution. This paragraph applies only if: (1) the Plan does not
provide an annuity option; (2) the Plan is a defined contribution plan
at the time of its termination date; and (3) as of the period between
the Plan termination date and the final distribution of assets, the
Employer does not maintain any other defined contribution plan (other
than an ESOP).
The Trust will continue until the Trustee, in accordance with
the direction of the Advisory Committee, has distributed all of the
benefits under the Plan. On each valuation date, the Advisory Committee
will credit any part of a Participant's Accrued Benefit retained in the
Trust with its proportionate share of the Trust's income, expenses,
gains and losses, both realized and unrealized. Upon termination of the
Plan, the amount, if any, in a suspense account under Article III will
revert to the Employer, subject to the conditions of the Treasury
regulations permitting such a reversion. A resolution or amendment to
freeze all future benefit accrual but otherwise to continue maintenance
of this Plan, is not a termination for purposes of this Section 13.06."
28. Except as hereinabove provided, the Trust Agreement of December
_____, 1989, is hereby reaffirmed in all respects.
IN WITNESS WHEREOF, the Employer and Trustee have executed this
Amendment to the Trust Agreement as of the day and year first above written.
SAC RIVER VALLEY BANK
- 21 -
22
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxx, President
(CORPORATE SEAL) "EMPLOYER"
ATTEST:
____________________________________
Secretary/Asst. Secretary
/s/ Xxxxx X. Xxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxx
"TRUSTEE"
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