Exhibit 4.1b
SOUTHEASTERN EMPLOYEE BENEFIT SERVICES, INC.
NONSTANDARDIZED 401(K) PLAN
By executing this 401(k) plan Adoption Agreement (the "Agreement") under the
SouthEastern Employee Benefit Services, Inc. Prototype Plan, the Employer agrees
to establish or continue a 401(k) plan for its Employees. The 401(k) plan
adopted by the Employer consists of the Basic Plan Document # (the "BPD") and
the elections made under this Agreement (collectively referred to as the
"Plan"). A Related Employer may jointly co-sponsor the Plan by signing a
Co-Sponsor Adoption Page, which is attached to this Agreement. (See Section
22.164 of the BPD for the definition of a Related Employer.) This Plan is
effective as of the Effective Date identified on the Signature Page of this
Agreement.
1. Employer Information
a. Name and address of Employer executing the Signature Page of this
Agreement: The Peoples Bank & Trust Company, 000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxxxx 00000
b. Employer Identification Number (EIN) for the Employer: 00-0000000
c. Business entity of Employer (optional):
[X] (1) C-Corporation [ ] (2) S-Corporation
[ ] (3) Limited Liability Corporation [ ] (4) Sole Proprietorship
[ ] (5) Partnership [ ] (6) Limited Liability
Partnership
[ ] (7) Government [ ] (8) Other
d. Last day of Employer's taxable year (optional): December 31
e. Does the Employer have any Related Employers (as defined in Section
22.164 of the BPD)?
[X] (1) Yes [ ] (2) No
f. If e. is yes, list the Related Employers (optional):
The People's Holding Company 00-0000000
[Note: This Plan will cover Employees of a Related Employer only if
such Related Employer executes a Co-Sponsor Adoption Page. Failure to
cover the Employees of a Related Employer may result in a violation of
the minimum coverage rules under Code Section 410(b). See Section 1.3
of the BPD.]
2. Plan Information
a. Name of Plan: The Peoples Bank & Trust Company 401(k) Plan
b. Plan number (as identified on the Form 5500 series filing for the
Plan): 004
c. Trust identification number (optional):
d. Plan Year: [Check (1) or (2). Selection (3) may be selected in
addition to (1) or (2) to identify a Short Plan Year.]
[X] (1) The calendar year.
[ ] (2) The 12-consecutive month period ending ____.
[ ] (3) The Plan has a Short Plan Year beginning ____ and ending ____.
3. Types of Contributions
The following types of contributions are authorized under this Plan. The
selections made below should correspond with the selections made under
Parts 4A, 4B, 4C, 4D and 4E of this Agreement.
[X] a. Section 401(k) Deferrals (see Part 4A).
[X] b. Employer Matching Contributions (see Part 4B).
[X] c. Employer Nonelective Contributions (see Part 4C).
[ ] d. Employee After-Tax Contributions (see Part 4D).
[ ] e. Safe Harbor Matching Contributions (see Part 4E, #27).
[ ] f. Safe Harbor Nonelective Contributions (see Part 4E, #28).
[ ] g. None. This Plan is a frozen Plan effective _______ (see Section 2.1(d)
of the BPD).
1
Part 1 - Eligibility Conditions
(See Article 1 of the BPD)
4. Excluded Employees. [Check a. or any combination of b. - f. for those
contributions the Employer elects to make under Part 4 of this Agreement.
See Section 1.2 of the BPD for rules regarding the determination of
Excluded Employees for Employee After-Tax Contributions, QNECs, QMACs and
Safe Harbor Contributions.]
(1) (2) (3)
Section 401(k) Employer Employer
Deferrals Match Nonelective
a. [ ] [ ] [ ] No excluded categories of Employees.
b. [X] [X] [X] Union Employees (see Section 22.202
of the BPD).
c. [X] [X] [X] Nonresident Alien Employees (see
Section 22.124 of the BPD).
d. [X] [X] [X] Leased Employees (see Section 1.2(b)
of the BPD).
e. [ ] [ ] [ ] Highly Compensated Employees (see
Section 22.99 of the BPD).
f. [ ] [ ] [ ] (Describe Excluded Employees):_______
_____________________________________
5. Minimum age and service conditions for becoming an Eligible Participant.
[Check a. or check b. and/or any one of c. - e. for those contributions the
Employer elects to make under Part 4 of this Agreement. Selection f. may be
checked instead of or in addition to any selections under b. - e. See
Section 1.4 of the BPD for the application of the minimum age and service
conditions for purposes of Employee After - Tax Contributions, QNECs, QMACs
and Safe Harbor Contributions. See Part 7 of this Agreement for special
service crediting rules.]
(1) (2) (3)
Section 401(k) Employer Employer
Deferrals Match Nonelective
a. [ ] [ ] [ ] None (conditions are met on Employment
Commencement Date).
b. [X] [X] [X] Age 21 (cannot exceed age 21).
c. [X] [X] [X] One Year of Service.
d. [ ] [ ] [ ] ____ consecutive months (not more than
12)during which the Employee completes
at least ____ Hours of Service (cannot
exceed 1,000). If an Employee does not
satisfy this requirement in the first
designated period of months following
his/her Employment Commencement Date,
such Employee will be deemed to
satisfy this condition upon completing
a Year of Service (as defined in
Section 1.4(b) of the BPD).
e. N/A [ ] [ ] Two Years of Service. [Full and
immediate vesting must be selected
under Part 6 of this Agreement.]
f. [ ] [ ] [ ] (Describe eligibility conditions):___
_____________________________________
[Note: Any conditions provided under
f. must be described in a manner
that precludes Employer discretion and
must satisfy the nondiscrimination
requirements of Section 1.401(a)(4) of
the regulations, and may not cause the
Plan to violate the provisions of Code
Section 410(a).]
[ ] 6. Dual eligibility. Any Employee (other than an Excluded Employee) who is
employed on the date designated under a. or b. below, as applicable, is
deemed to be an Eligible Participant as of the later of the date identified
under this #6 or the Effective Date of this Plan, without regard to any
Entry Date selected under Part 2. See Section 1.4(d)(2) of the BPD. [Note:
If this #6 is checked, also check a. or b. If this #6 is not checked, the
provisions of Section 1.4(d)(1) of the BPD apply.]
[ ] a. The Effective Date of this Plan.
[ ] b. (Identify date)_________________________________________________
[Note: Any date specified under b. may not cause the Plan to violate the
provisions of Code Section 410(a). See Section 1.4 of the BPD.]
2
Part 2 - Commencement of Participation
(See Section 1.5 of the BPD)
7. Entry Date upon which participation begins after completing minimum age and
service conditions under Part 1, #5 above. [Check one of a. - e. for those
contributions the Employer elects to make under Part 4 of this Agreement.
See Section 1.5 of the BPD for determining the Entry Date applicable to
Employee After-Tax Contributions, QNECs, QMACs and Safe Harbor
Contributions.]
(1) (2) (3)
Section 401(k) Employer Employer
Deferrals Match Nonelective
a. [ ] [ ] [ ] The next following Entry Date (as
defined in #8 below).
b. [X] [X] [X] The Entry Date(as defined in #8 below)
coinciding with or next following the
completion of the age and service
conditions.
c. N/A [ ] [ ] The nearest Entry Date (as defined in
#8 below).
d. N/A [ ] [ ] The preceding Entry Date (as defined
in #8 below).
e. [ ] [ ] [ ] The date the age and service
conditions are satisfied. [Also check
#8.e. below for the same type of
contribution(s) checked here.]
8. Definition of Entry Date. [Check one of a. - e. for those contributions the
Employer elects to make under Part 4 of this Agreement. Selection f. may be
checked instead of or in addition to a. - e. See Section 1.5 of the BPD for
determining the Entry Date applicable to Employee After-Tax Contributions,
QNECs, QMACs and Safe Harbor Contributions.]
(1) (2) (3)
Section 401(k) Employer Employer
Deferrals Match Nonelective
a. [ ] [ ] [ ] The first day of the Plan Year and the
first day of 7th month of the Plan
Year.
b. [X] [X] [X] The first day of each quarter of the
Plan Year.
c. [ ] [ ] [ ] The first day of each month of the
Plan Year.
d. [ ] [ ] [ ] The first day of the Plan Year. [If
#7.a. or #7.b. above is checked for
the same type of contribution as
checked here, see the restrictions in
Section 1.5(b) of the BPD.]
e. [ ] [ ] [ ] The date the conditions in Part 1, #5.
above are satisfied. [This e. should
be checked for a particular type of
contribution only if #7.e. above is
also checked for that type of
contribution.]
f. [ ] [ ] [ ] (Describe Entry Date)________________
[Note: Any Entry Date designated in f.
must comply with the requirements of
Code Section 410(a)(4)and must satisfy
the nondiscrimination requirements
under Section 1.401 (a) (4) of the
regulations. See Section 1.5(a) of the
BPD.].
3
Part 3 - Compensation Definitions
(See Sections 22.102 and 22.197 of the BPD)
9. Definition of Total Compensation:
[ ] a. W-2 Wages.
[X] b. Withholding Wages.
[ ] c. Code Section 415 Safe Harbor Compensation.
[Note: Each of the above definitions is increased for Elective Deferrals
(as defined in Section 22.61 of the BPD, for pre-tax contributions to a
cafeteria plan or a Code Section 457 plan, and for qualified transportation
fringes under Code Section 132(f)(4). See Section 22.197 of the BPD.]
10. Definition of Included Compensation for allocation of contributions or
forfeitures: [Check a. or b. for those contributions the Employer elects
under Part 4 of this Agreement. If b. is selected for a particular
contribution, also check any combination of c. through j. for that type of
contribution. See Section 22.102 of the BPD for determining Included
Compensation for Employee After-Tax Contributions, QNECs, QMACs and Safe
Harbor Contributions.]
(1) (2) (3)
Section 401(k) Employer Employer
Deferrals Match Nonelective
a. [ ] [ ] [ ] Total Compensation, as defined in #9
above.
b. [X] [X] [X] Total Compensation, as defined in #9
above, with the following exclusions:
c. N/A [ ] [ ] Elective Deferrals, pre-tax contri-
butions to a cafeteria plan or a
Code Section 457 plan, and
qualified transportation fringes
under Code Section 132(f)(4) are
excluded. See Section 22.102 of
the BPD.
d. [X] [X] [X] Fringe benefits, expense reimburse-
ments, deferred compensation, and
welfare benefits are excluded.
e. [ ] [ ] [ ] Compensation above $ _________ is
excluded.
f. [ ] [ ] [ ] Bonuses are excluded.
g. [ ] [ ] [ ] Commissions are excluded.
h. [ ] [ ] [ ] Overtime is excluded.
i. [ ] [ ] [ ] Amounts paid for services performed
for a Related Employer that does
not execute the Co-Sponsor Adoption
Page under this Agreement are
excluded.
j. [X] [X] [X] (Describe modifications to Included
Compensation): Income attributable
to stock options and other equity-
based compensation.
[Note: Unless otherwise provided under j., any exclusions selected under f.
through j. above do not apply to Nonhighly Compensated Employees in
determining allocations under the Permitted Disparity Method under Part 4C,
#21.b. of this Agreement or for purposes of applying the Safe Harbor 401(k)
Plan provisions under Part 4E of this Agreement.]
[ ] 11. Special rules.
[ ] a. Highly Compensated Employees only. For all purposes under the Plan,
the modifications to Included Compensation elected in #10.f. through
#10.j. above will apply only to Highly Compensated Employees.
[ ] b. Measurement period (see the operating rules under Section 2.2(c)(3) of
the BPD). Instead of the Plan Year, Included Compensation is
determined on the basis of the period elected under (1)or(2) below.
[ ] (1) The calendar year ending in the Plan Year.
[ ] (2) The 12-month period ending on ________ which ends during the Plan
Year.
[Note: If this selection b. is checked, Included Compensation
will be determined on the basis of the period designated in (1)
or (2) for all contribution types. If this selection b. is not
checked, Included Compensation is based on the Plan Year. See
Part 4 for the ability to use partial year Included
Compensation.]
[Practitioner Tip: If #11.b is checked, it is recommended that
the Limitation Year for purposes of applying the Annual Additions
Limitation under Code Section 415 correspond to the period used
to determine Included Compensation. This modification to the
Limitation Year may be made in Part 13, #69.a. of this
Agreement.].
4
Part 4A - Section 401(k) Deferrals
(See Section 2.3(a) of the BPD)
[X] Check this selection and complete the applicable sections of this Part 4A
to allow for Section 401(k) Deferrals under the Plan.
[X] 12. Section 401(k) Deferral limit. 100 % of Included Compensation. [If this
#12 is not checked, the Code Section 402(g) deferral limit described in
Section 17.1 of the BPD and the Annual Additions Limitation under Article
7 of the BPD still apply.]
[X] a. Applicable period. The limitation selected under #12 applies with
respect to Included Compensation earned during:
[ ] (1) the Plan Year.
[X] (2) the portion of the Plan Year in which the Employee is an
Eligible Participant.
[ ] (3) each separate payroll period during which the Employee is an
Eligible Participant.
[Note: If Part 3, #11.b. is checked, any period selected under
this a. will be determined as if the Plan Year were the period
designated under Part 3, #11.b. See Section 2.2(c)(3) of the
BPD.]
[ ] b. Limit applicable only to Highly Compensated Employees. [If this b. is
not checked, any limitation selected under #12 applies to all Eligible
Participants.]
[ ] (1) The limitation selected under #12 applies only to Highly
Compensated Employees.
[ ] (2) The limitation selected under #12 applies only to Nonhighly
Compensated Employees. Highly Compensated Employees may defer up
to ______% of Included Compensation (as determined under a.
above). [The percentage inserted in this (2) for Highly
Compensated Employees must be lower than the percentage inserted
in #12 for Nonhighly Compensated Employees.]
[ ] 13. Minimum deferral rate: [If this #13 is not checked, no minimum
deferral rate applies to Section 401(k) Deferrals under the Plan.]
[ ] a. ____% of Included Compensation for a payroll period.
[ ] b. $____ for a payroll period.
[ ] 14. Automatic deferral election. (See Section 2.3(a)(2) of the BPD.) An
Eligible Participant will automatically defer % of Included Compensation
for each payroll period, unless the Eligible Participant makes a contrary
Salary Reduction Agreement election on or after . This automatic deferral
election will apply to:
[ ] a. all Eligible Participants.
[ ] b. only those Employees who become Eligible Participants on or after the
following date: _______________________________________________
[ ] 15. Effective Date. If this Plan is being adopted as a new 401(k) plan or
to add a 401(k) feature to an existing plan, Eligible Participants may
begin making Section 401(k) Deferrals as of:______________________________
5
Part 4B - Employer Matching Contributions
(See Sections 2.3(b) and (c) of the BPD)
[X] Check this selection and complete this Part 4B to allow for Employer
Matching Contributions. Each formula allows for Employer Matching
Contributions to be allocated to Section 401(k) Deferrals and/or Employee
After-Tax Contributions (referred to as "applicable contributions"). If a
matching formula applies to both types of contributions, such contributions
are aggregated to determine the Employer Matching Contribution allocated
under the formula. If any formula applies to Employee After-Tax
Contributions, Part 4D must be completed. [Note: Do not check this
selection if the only Employer Matching Contributions authorized under the
Plan are Safe Harbor Matching Contributions. Instead, complete the
applicable elections under Part 4E of this Agreement. If a "regular"
Employer Matching Contribution will be made in addition to a Safe Harbor
Matching Contribution, complete this Part 4B for the "regular" Employer
Matching Contribution and Part 4E for the Safe Harbor Matching
Contribution. To avoid ACP Testing with respect to any "regular" Employer
Matching Contributions, such contributions may not be based on applicable
contributions in excess of 6% of Included Compensation and any
discretionary "regular" Employer Matching Contributions may not exceed 4%
of Included Compensation.]
16. Employer Matching Contribution formula(s): [See the operating rules under
#17 below.]
(1) (2)
Section 401(k) Employee
Deferrals After-Tax
a. [X] [ ] Fixed matching contribution. 100 % of each
Eligible Participant's applicable contributions.
The Employer Matching Contribution does not
apply to applicable contributions that exceed:
[X] (a) 4 % of Included Compensation.
[ ] (b) $_______.
[Note: If neither (a) nor (b) is checked, all
applicable contributions are eligible for the
Employer Matching Contribution under this
formula.]
b. [ ] [ ] Discretionary matching contribution. A uniform
percentage, as determined by the Employer,
of each Eligible Participant's applicable
contributions.
[ ] (a) The Employer Matching Contribution
allocated to any Eligible Participant
may not exceed ______% of Included
Compensation.
[ ] (b) The Employer Matching Contribution will
apply only to a Participant's applicable
contributions that do not exceed:
[ ] 1. ____% of Included Compensation.
[ ] 2. $____.
[ ] 3. a dollar amount or percentage of
Included Compensation that is
uniformly determined by the
Employer for all Eligible
Participants.
[Note: If none of the selections 1. - 3.
is checked, all applicable contributions
are eligible for the Employer Matching
Contribution under this formula.]
c. [ ] [ ] Tiered matching contribution. A uniform
percentage of each tier of each Eligible
Participant's applicable contributions,
determined as follows:
Tiers of contributions Matching percentage
(indicate $ or %)
(a) First ____________ (b) ____________
(c) Next ____________ (d) ____________
(e) Next ____________ (f) ____________
(g) Next ____________ (h) ____________
[Note: Fill in only percentages or dollar
amounts, but not both. If percentages are used,
each tier represents the amount of the
Participant's applicable contributions that
equals the specified percentage of the
Participant's Included Compensation.].
6
d. [ ] [ ] Discretionary tiered matching contribution. The
Employer will determine a matching percentage
for each tier of each Eligible Participant's
applicable contributions. Tiers are determined
in increments of:
Tiers of contributions
(indicate $ or %)
(a) First_____________
(b) Next _____________
(c) Next _____________
(d) Next _____________
[Note:Fill in only percentages or dollar
amounts, but not both. If percentages
are used, each tier represents the
amount of the Participant's applicable
contributions that equals the specified
percentage of the Participant's Included
Compensation.]
e. [ ] [ ] Year of Service matching contribution. A uniform
percentage of each Eligible Participant's
applicable contributions based on Years of
Service with the Employer, determined as
follows:
Years of Service Matching Percentage
(a)____________ (b)____________ %
(c)____________ (d)____________ %
(e)____________ (f)____________ %
[ ] 1. In applying the Year of Service matching
contribution formula, a Year of Service
is:[If not checked, a Year of Service is
1,000 Hours of Service during the Plan
Year.]
[ ] a. as defined for purposes of
eligibility under Part 7.
[ ] b. as defined for purposes of
vesting under Part 7.
[ ] 2. Special limits on Employer Matching
Contributions under the Year of Service
formula:
[ ] a. The Employer Matching
Contribution allocated to any
Eligible Participant may not
exceed _____ % of Included
Compensation.
[ ] b. The Employer Matching
Contribution will apply only to
a Participant's applicable
contributions that do not
exceed:
[ ] (1) _____ % of Included
Compensation.
[ ] (2) $_____ .
f. [ ] [ ] Net Profits. Any Employer Matching Contributions
made in accordance with the elections under this
#16 are limited to Net Profits. [If this f. is
checked, also select (a) or (b) below.]
[ ] (a) Default definition of Net Profits. For
purposes of this selection e., Net
Profits is defined in accordance with
Section 2.2(a)(2) of the BPD.
[ ] (b) Modified definition of Net Profits. For
purposes of this selection f., Net
Profits is defined as follows:_________
[Note: Any definition of Net Profits
under this (b) must be described in a
manner that precludes Employer
discretion and must satisfy the
nondiscrimination requirements of
Section 1.401(a)(4) of the regulations
and must apply uniformly to all
Participants.].
7
17. Operating rules for applying the matching contribution formulas:
a. Applicable contributions taken into account: (See Section 2.3(b)(3) of
the BPD.) The matching contribution formula(s) elected in #16. above
(and any limitations on the amount of a Participant's applicable
contributions considered under such formula(s)) are applied separately
for each:
[X] (1) Plan Year. [ ] (2) Plan Year quarter.
[ ] (3) calendar month. [ ] (4) payroll period.
[Note: If Part 3, #11.b. is checked, the period selected under this a.
(to the extent such period refers to the Plan Year) will be determined
as if the Plan Year were the period designated under Part 3, #11.b.
See Section 2.2(c)(3) of the BPD.]
b. Special rule for partial period of participation. If an Employee is an
Eligible Participant for only part of the period designated in a.
above, Included Compensation is taken into account for:
[ ] (1) the entire period, including the portion of the period during
which the Employee is not an Eligible Participant.
[X] (2) the portion of the period in which the Employee is an Eligible
Participant.
[ ] (3) the portion of the period during which the Employee's election to
make the applicable contributions is in effect.
[X] 18. Qualified Matching Contributions (QMACs): [Note: Regardless of any
elections under this #18, the Employer may make a QMAC to the Plan to
correct a failed ADP or ACP Test, as authorized under Sections 17.2(d)(2)
and 17.3(d)(2) of the BPD. Any QMAC allocated to correct the ADP or ACP
Test which is not specifically authorized under this #18 will be allocated
to all Eligible Participants who are Nonhighly Compensated Employees as a
uniform percentage of Section 401(k) Deferrals made during the Plan Year.
See Section 2.3(c) of the BPD.]
[ ] a. All Employer Matching Contributions are designated as QMACs.
[ ] b. Only Employer Matching Contributions described in selection(s) under
#16 above are designated as QMACs.
[X] c. In addition to any Employer Matching Contribution provided under #16
above, the Employer may make a discretionary QMAC that is allocated
equally as a percentage of Section 401(k) Deferrals made during the
Plan Year. The Employer may allocate QMACs only on Section 401(k)
Deferrals that do not exceed a specific dollar amount or a percentage
of Included Compensation that is uniformly determined by the Employer.
QMACs will be allocated to:
[X] (1) Eligible Participants who are Nonhighly Compensated Employees.
[ ] (2) all Eligible Participants.
19. Allocation conditions. An Eligible Participant must satisfy the following
allocation conditions for an Employer Matching Contribution: [Check a. or
b. or any combination of c. - f. Selection e. may not be checked if b. or
d. is checked. Selection g. and/or h. may be checked in addition to b. -
f.]
[ ] a. None.
[ ] b. Safe harbor allocation condition. An Employee must be employed by the
Employer on the last day of the Plan Year OR must have more than (not
more than 500) Hours of Service for the Plan Year.
[X] c. Last day of employment condition. An Employee must be employed with
the Employer on the last day of the Plan Year.
[X] d. Hours of Service condition. An Employee must be credited with at least
1,000 Hours of Service (may not exceed 1,000) during the Plan Year.
[ ] e. Elapsed Time Method. (See Section 2.6(d) of the BPD.)
[ ] (1) Safe harbor allocation condition. An Employee must be employed by
the Employer on the last day of the Plan Year OR must have more
than (not more than 91) consecutive days of employment with the
Employer during the Plan Year.
[ ] (2) Service condition. An Employee must have more than (not more than
182) consecutive days of employment with the Employer during the
Plan Year.
[ ] f. Distribution restriction. An Employee must not have taken a
distribution of the applicable contributions eligible for an Employer
Matching Contribution prior to the end of the period for which the
Employer Matching Contribution is being made (as defined in #17.a.
above). See Section 2.6(c) of the BPD.
8
[ ] g. Application to a specified period. In applying the allocation
condition(s) designated under b. through e. above, the allocation
condition(s) will be based on the period designated under #17.a.
above. In applying an Hours of Service condition under d. above, the
following method will be used: [This g. should be checked only if a
period other than the Plan Year is selected under #17.a. above.
Selection (1) or (2) must be selected only if d. above is also
checked.]
[ ] (1) Fractional method (see Section 2.6(e)(2)(i) of the BPD).
[ ] (2) Period-by-period method (see Section 2.6(e)(2)(ii) of the BPD).
[Practitioner Note: If this g. is not checked, any allocation
condition(s) selected under b. through e. above will apply with
respect to the Plan Year, regardless of the period selected under
#17.a. above. See Section 2.6(e) of the BPD for procedural rules for
applying allocation conditions for a period other than the Plan Year.]
[X] h. The above allocation condition(s) will not apply if:
[X] (1) the Participant dies during the Plan Year.
[X] (2) the Participant is Disabled.
[X] (3) the Participant, by the end of the Plan Year, has reached:
[X] (a) Normal Retirement Age.
[X] (b) Early Retirement Age.
9
Part 4C - Employer Nonelective Contributions
(See Sections 2.3(d) and (e) of the BPD)
[X] Check this selection and complete this Part 4C to allow for Employer
Nonelective Contributions. [Note: Do not check this selection if the only
Employer Nonelective Contributions authorized under the Plan are Safe
Harbor Nonelective Contributions. Instead, complete the applicable
elections under Part 4E of this Agreement.]
[X] 20. Employer Nonelective Contribution (other than QNECs):
[X] a. Discretionary. Discretionary with the Employer.
[ ] b. Fixed uniform percentage. ______ % of each Eligible Participant's
Included Compensation.
[ ] c. Uniform dollar amount.
[ ] (1) A uniform discretionary dollar amount for each Eligible
Participant.
[ ] (2) $______ for each Eligible Participant.
[ ] x. Xxxxx-Xxxxx Contribution Formula. (See Section 2.2(a)(1) of the BPD
for rules regarding the application of the Xxxxx-Xxxxx Contribution
Formula.) The Employer will make a contribution for each Eligible
Participant's Xxxxx-Xxxxx Act Service based on the hourly contribution
rate for the Participant's employment classification, as designated
under Schedule A of this Agreement. The contributions under this
formula will be allocated under the Pro Rata Allocation Formula under
#21.a. below, but based on the amounts designated in Schedule A as
attached to this Agreement. [If this d. is selected, #21.a. below also
must be selected.]
[ ] (1) The contributions under the Xxxxx-Xxxxx Contribution Formula will
offset the following contributions under the Plan: [Check (a)
and/or (b). If this (1) is not checked, contributions under the
Xxxxx Xxxxx Contribution Formula will not offset any other
Employer Contributions under the Plan.]
[ ] (a) Employer Nonelective Contributions
[ ] (b) Employer Matching Contributions
[ ] (2) The default provisions under Section 2.2(a)(1) are modified as
follows:
[Note: Any modification to the default provisions under (2) must
satisfy the nondiscrimination requirements under Section
1.401(a)(4) of the regulations. Any modification under (2) will
not allow the offset of any contributions to any other Plan.]
[ ] e. Net Profits. Check this e. if the contribution selected above is
limited to Net Profits. [If this e. is checked, also select (1) or (2)
below.]
[ ] (1) Default definition of Net Profits. For purposes of this
subsection e., Net Profits is defined in accordance with Section
2.2(a)(2) of the BPD.
[ ] (2) Modified definition of Net Profits. For purposes of this
subsection e., Net Profits is defined as follows:__________
[Note: Any definition of Net Profits under this (2) must be
described in a manner that precludes Employer discretion, must
satisfy the nondiscrimination requirements of Section 1.401(a)(4)
of the regulations, and must apply uniformly to all
Participants.]
[X] 21. Allocation formula for Employer Nonelective Contributions (other than
QNECs): (See Section 2.3(d) of the BPD.)
[X] a. Pro Rata Allocation Method. The allocation for each Eligible
Participant is a uniform percentage of Included Compensation (or a
uniform dollar amount if #20.c. is selected above).
[ ] b. Permitted Disparity Method. The allocation for each Eligible
Participant is determined under the following formula: [Selection
#20.a. above must also be checked.]
[ ] (1) Two-Step Formula.
[ ] (2) Four-Step Formula.
10
[ ] c. Uniform points allocation. The allocation for each Eligible
Participant is determined based on the Eligible Participant's points.
Each Eligible Participant's allocation shall bear the same
relationship to the Employer Contribution as his/her total points
bears to all points awarded. An Eligible Participant will receive:
[Check (1) and/or (2). Selection (3) may be checked in addition to (1)
and (2). Selection #20.a. above also must be checked.]
[ ] (1) ____ points for each ____ year(s) of age (attained as of the end
of the Plan Year).
[ ] (2) ____ points for each ____ Year(s) of Service, determined as
follows: [Check (a) or (b). Selection (c) may be checked in
addition to (a) or (b).]
[ ] (a) In the same manner as determined for eligibility.
[ ] (b) In the same manner as determined for vesting.
[ ] (c) Points will not be provided with respect to Years of Service
in excess of _____ .
[ ] (3) ____ points for each $____ (not to exceed $200) of Included
Compensation.
[ ] d. Allocation based on service. The Employer Nonelective Contribution
will be allocated to each Eligible Participant as: [Check (1) or (2).
Also check (a), (b), and/or (c). Selection (3) may be checked in
addition to (1) or (2).]
[ ] (1) a uniform dollar amount [ ] (2) a uniform percentage of
Included Compensation
for the following periods of service:
[ ] (a) Each Hour of Service.
[ ] (b) Each week of employment.
[ ] (c) (Describe period)____________________________________
[ ] (3) The contribution is subject to the following minimum and/or
maximum benefit limitations:______________
[Practitioner Note: If #20.b. or #20.c. is checked, the selection in
(1) or (2) must conform to the selection made in #20.b. or #20.c.
Thus, if #20.b. is checked along with this subsection d., the
allocation must be a uniform percentage of Included Compensation under
(2). If #20.c. is checked along with this subsection d. the allocation
must be a uniform dollar amount under (1).]
[ ] e. Top-heavy minimum contribution. In applying the Top-Heavy Plan
requirements under Article 16 of the BPD, the top-heavy minimum
contribution will be allocated to all Eligible Participants, in
accordance with Section 16.2(a) of the BPD. [Note: If this e. is not
checked, any top-heavy minimum contribution will be allocated only to
Non-Key Employees, in accordance with Section 16.2(a) of the BPD.]
[X] 22. Qualified Nonelective Contribution (QNEC). The Employer may make a
discretionary QNEC that is allocated under the following method. [Note:
Regardless of any elections under this #22, the Employer may make a QNEC to
the Plan to correct a failed ADP or ACP Test, as authorized under Sections
17.2(d)(2) and 17.3(d)(2) of the BPD. Any QNEC allocated to correct the ADP
or ACP Test which is not specifically authorized under this #22 will be
allocated as a uniform percentage of Included Compensation to all Eligible
Participants who are Nonhighly Compensated Employees. See Section 2.3(e) of
the BPD.]
[ ] a. Pro Rata Allocation Method. (See Section 2.3(e)(1) of the BPD.) The
QNEC will be allocated as a uniform percentage of Included
Compensation to:
[ ] (1) all Eligible Participants who are Nonhighly Compensated
Employees.
[ ] (2) all Eligible Participants.
[X] b. Bottom-up QNEC method. The QNEC will be allocated to Eligible
Participants who are Nonhighly Compensated Employees in reverse order
of Included Compensation. (See Section 2.3(e)(2) of the BPD.)
[ ] c. Application of allocation conditions. If this c. is checked, QNECs
will be allocated only to Eligible Participants who have satisfied the
allocation conditions under #24 below. [If this c. is not checked,
QNECs will be allocated without regard to the allocation conditions
under #24 below.].
11
23. Operating rules for determining amount of Employer Nonelective
Contributions.
a. Special rules regarding Included Compensation.
(1) Applicable period for determining Included Compensation. In
determining the amount of Employer Nonelective Contributions to
be allocated to an Eligible Participant under this Part 4C,
Included Compensation is determined separately for each: [If
#21.b. above is checked, the Plan Year must be selected under (a)
below.]
[X] (a) Plan Year. [ ] (b) Plan Year quarter.
[ ] (c) calendar month. [ ] (d) payroll period.
[Note: If Part 3, #11.b. is checked, the period selected under
this (1) (to the extent such period refers to the Plan Year) will
be determined as if the Plan Year were the period designated
under Part 3, #11.b. See Section 2.2(c)(3) of the BPD.]
[ ] (2) Special rule for partial period of participation. If an Employee
is an Eligible Participant for only part of the period designated
under (1) above, Included Compensation is taken into account for
the entire period, including the portion of the period during
which the Employee is not an Eligible Participant. [If this
selection (2) is not checked, Included Compensation is taken into
account only for the portion of the period during which the
Employee is an Eligible Participant.]
[ ] b. Special rules for applying the Permitted Disparity Method. [Complete
this b. only if #21.b. above is also checked.]
[ ] (1) Application of Four-Step Formula for Top-Heavy Plans. If this (1)
is checked, the Four-Step Formula applies instead of the Two-Step
Formula for any Plan Year in which the Plan is a Top Heavy Plan.
[This (1) may only be checked if #21.b.(1) above is also
checked.]
[ ] (2) Excess Compensation under the Permitted Disparity Method is the
amount of Included Compensation that exceeds: [If this selection
(2) is not checked, Excess Compensation under the Permitted
Disparity Method is the amount of Included Compensation that
exceeds the Taxable Wage Base.]
[ ] (a) ____% (may not exceed 100%) of the Taxable Wage Base.
[ ] 1. The amount determined under (a) is not rounded.
[ ] 2. The amount determined under (a) is rounded (but not
above the Taxable Wage Base) to the next higher:
[ ] a. $1.
[ ] b. $100.
[ ] c. $1,000.
[ ] (b) _____________________(may not exceed the Taxable Wage Base).
[Note: The maximum integration percentage of 5.7% must be reduced
to (i) 5.4% if Excess Compensation is based on an amount that is
greater than 80% but less than 100% of the Taxable Wage Base or
(ii) 4.3% if Excess Compensation is based on an amount that is
greater than 20% but less than or equal to 80% of the Taxable
Wage Base. See Section 2.2(b)(2) of the BPD.]
24. Allocation conditions. An Eligible Participant must satisfy the following
allocation conditions for an Employer Nonelective Contribution: [Check a.
or b. or any combination of c. - e. Selection e. may not be checked if b.
or d. is checked. Selection f. and/or g. may be checked in addition to b. -
e.]
[ ] a. None.
[ ] b. Safe harbor allocation condition. An Employee must be employed by the
Employer on the last day of the Plan Year OR must have more than ____
(not more than 500) Hours of Service for the Plan Year.
[X] c. Last day of employment condition. An Employee must be employed with
the Employer on the last day of the Plan Year.
[X] d. Hours of Service condition. An Employee must be credited with at least
1,000 Hours of Service (may not exceed 1,000) during the Plan Year.
[ ] e. Elapsed Time Method. (See Section 2.6(d) of the BPD.)
[ ] (1) Safe harbor allocation condition. An Employee must be employed by
the Employer on the last day of the Plan Year OR must have more
than ____(not more than 91) consecutive days of employment with
the Employer during the Plan Year.
[ ] (2) Service condition. An Employee must have more than _____(not more
than 182) consecutive days of employment with the Employer during
the Plan Year.
12
[ ] f. Application to a specified period. In applying the allocation
condition(s) designated under b. through e. above, the allocation
condition(s) will be based on the period designated under #23.a.(1)
above. In applying an Hours of Service condition under d. above, the
following method will be used: [This f. should be checked only if a
period other than the Plan Year is selected under #23.a.(1) above.
Selection (1) or (2) must be selected only if d. above is also
checked.]
[ ] (1) Fractional method (see Section 2.6(e)(2)(i) of the BPD).
[ ] (2) Period-by-period method (see Section 2.6(e)(2)(ii) of the BPD).
[Practitioner Note: If this f. is not checked, any allocation
condition(s) selected under b. through e. above will apply with
respect to the Plan Year, regardless of the period selected under
#23.a.(1) above. See Section 2.6(e) of the BPD for procedural rules
for applying allocation conditions for a period other than the Plan
Year.]
[X] g. The above allocation condition(s) will not apply if:
[X] (1) the Participant dies during the Plan Year.
[X] (2) the Participant is Disabled.
[X] (3) the Participant, by the end of the Plan Year, has reached:
[X] (a) Normal Retirement Age.
[X] (b) Early Retirement Age.
13
Part 4D - Employee After-Tax Contributions
(See Section 3.1 of the BPD)
[ ] Check this selection to allow for Employee After-Tax Contributions. If
Employee After-Tax Contributions will not be permitted under the Plan, do
not check this selection and skip the remainder of this Part 4D. [Note: The
eligibility conditions for making Employee After-Tax Contributions are
listed in Part 1 of this Agreement under "Section 401(k) Deferrals."]
[ ] 25. Maximum. % of Included Compensation for:
[ ] a. the entire Plan Year.
[ ] b. the portion of the Plan Year during which the Employee is an Eligible
Participant.
[ ] c. each separate payroll period during which the Employee is an Eligible
Participant.
[Note: If this #25 is not checked, the only limit on Employee After-Tax
Contributions is the Annual Additions Limitation under Article 7 of the
BPD. If Part 3, #11.b. is checked, any period selected under this #25 will
be determined as if the Plan Year were the period designated under Part 3,
#11.b. See Section 2.2(c)(3) of the BPD.]
[ ] 26. Minimum. For any payroll period, no less than:
[ ] a. _____% of Included Compensation.
[ ] b. $_____.
14
Part 4E - Safe Harbor 401(k) Plan Election
(See Section 17.6 of the BPD)
[ ] Check this selection and complete this Part 4E if the Plan is designed to
be a Safe Harbor 401(k) Plan.
[ ] 27. Safe Harbor Matching Contribution: The Employer will make an Employer
Matching Contribution with respect to an Eligible Participant's Section
401(k) Deferrals and/or Employee After-Tax Contributions ("applicable
contributions") under the following formula: [Complete selection a. or b.
In addition, complete selection c. Selection d. may be checked in addition
to a. or b. and c.]
[ ] a. Basic formula: 100% of applicable contributions up to the first 3% of
Included Compensation, plus 50% of applicable contributions up to the
next 2% of Included Compensation.
[ ] b. Enhanced formula:
[ ] (1) _____% (not less than 100%) of applicable contributions up to
_____% of Included Compensation (not less than 4% and not more
than 6%).
[ ] (2) The sum of: [The contributions under this (2) must not be less
than the contributions that would be calculated under a. at each
level of applicable contributions.]
[ ] (a) _____% of applicable contributions up to the first (b)
_____% of Included Compensation, plus
[ ] (c) _____% of applicable contributions up to the next (d)
_____% of Included Compensation.
[Note: The percentage in (c) may not be greater than the percentage in
(a). In addition, the sum of the percentages in (b) and (d) may not
exceed 6%.]
c. Applicable contributions taken into account: (See Section
17.6(a)(1)(i) of the BPD.) The Safe Harbor Matching Contribution
formula elected in a. or b. above (and any limitations on the amount
of a Participant's applicable contributions considered under such
formula(s)) are applied separately for each:
[ ] (1) Plan Year. [ ] (2) Plan Year quarter.
[ ] (3) calendar month. [ ] (4) payroll period.
[Note: If Part 3, #11.b. is checked, any period selected under this
#25 will be determined as if the Plan Year were the period designated
under Part 3, #11.b. See Section 2.2(c)(3) of the BPD.]
[ ] d. Definition of applicable contributions. Check this d. if the Plan
permits Employee After-Tax Contributions but the Safe Harbor Matching
Contribution formula selected under a. or b. above does not apply to
such Employee After-Tax Contributions.
[ ] 28. Safe Harbor Nonelective Contribution:____% (no less than 3%) of Included
Compensation.
[ ] a. Check this selection if the Employer will make this Safe Harbor
Nonelective Contribution pursuant to a supplemental notice as
described in Section 17.6(a)(1)(ii) of the BPD. If this a. is checked,
the Safe Harbor Nonelective Contribution will be required only for a
Plan Year for which the appropriate supplemental notice is provided.
For any Plan Year in which the supplemental notice is not provided,
the Plan is not a Safe Harbor 401(k) Plan.
[ ] b. Check this selection to provide the Employer with the discretion to
increase the above percentage to a higher percentage.
[ ] c. Check this selection if the Safe Harbor Nonelective Contribution will
be made under another plan maintained by the Employer and identify the
plan:________________________________________________________________
[ ] d. Check this d. if the Safe Harbor Nonelective Contribution offsets the
allocation that would otherwise be made to the Participant under Part
4C, #21 above. If the Permitted Disparity Method is elected under Part
4C, #21.b., this offset applies only to the second step of the
Two-Step Formula or the fourth step of the Four-Step Formula, as
applicable.
[ ] 29. Special rule for partial period of participation. If an Employee is an
Eligible Participant for only part of a Plan Year, Included Compensation is
taken into account for the entire Plan Year, including the portion of the
Plan Year during which the Employee is not an Eligible Participant. [If
this #29 is not checked, Included Compensation is taken into account only
for the portion of the Plan Year in which the Employee is an Eligible
Participant.]
15
30. Eligible Participant. For purposes of the Safe Harbor Contributions elected
above, "Eligible Participant" means: [Check a., b. or c. Selection d. may
be checked in addition to a., b. or c.]
[ ] a. All Eligible Participants (as determined for Section 401(k)
Deferrals).
[ ] b. All Nonhighly Compensated Employees who are Eligible Participants (as
determined for Section 401(k) Deferrals).
[ ] c. All Nonhighly Compensated Employees who are Eligible Participants (as
determined for Section 401(k) Deferrals) and all Highly Compensated
Employees who are Eligible Participants (as determined for Section
401(k) Deferrals) but who are not Key Employees.
[ ] d. Check this d. if the selection under a., b. or c., as applicable,
applies only to Employees who would be Eligible Participants for any
portion of the Plan Year if the eligibility conditions selected for
Section 401(k) Deferrals in Part 1, #5 of this Agreement were one Year
of Service and age 21. (See Section 17.6(a)(1) of the BPD.)
16
Part 4F - Special 401(k) Plan Elections
(See Article 17 of the BPD)
31. ADP/ACP testing method. In performing the ADP and ACP tests, the Employer
will use the following method: (See Sections 17.2 and 17.3 of the BPD for
an explanation of the ADP/ACP testing methods.)
[ ] a. Prior Year Testing Method.
[X] b. Current Year Testing Method.
[Practitioner Note: If this Plan is intended to be a Safe-Harbor 401(k)
Plan under Part 4E above, the Current Year Testing Method must be elected
under b. See Section 17.6 of the BPD.]
[ ] 32. First Plan Year for Section 401(k) Deferrals.(See Section 17.2(b) of the
BPD.) Check this selection if this Agreement covers the first Plan Year
that the Plan permits Section 401(k) Deferrals. The ADP for the Nonhighly
Compensated Employee Group for such first Plan Year is determined under the
following method:
[ ] a. the Prior Year Testing Method, assuming a 3% deferral percentage for
the Nonhighly Compensated Employee Group.
[ ] b. the Current Year Testing Method using the actual deferral percentages
of the Nonhighly Compensated Employee Group.
[ ] 33. First Plan Year for Employer Matching Contributions or Employee After-
Tax Contributions. (See Section 17.3(b) of the BPD.) Check this selection
if this Agreement covers the first Plan Year that the Plan includes either
an Employer Matching Contribution formula or permits Employee After-Tax
Contributions. The ACP for the Nonhighly Compensated Employee Group for
such first Plan Year is determined under the following method:
[ ] a. the Prior Year Testing Method, assuming a 3% contribution percentage
for the Nonhighly Compensated Employee Group.
[ ] b. the Current Year Testing Method using the actual contribution
percentages of the Nonhighly Compensated Employee Group.
17
Part 5 - Retirement Ages
(See Sections 22.57 and 22.126 of the BPD)
34. Normal Retirement Age:
[X] a. Age 65 (not to exceed 65).
[ ] b. The later of (1) age _____(not to exceed 65) or (2) the _____ (not to
exceed 5th) anniversary of the date the Employee commenced
participation in the Plan.
[ ] c. __________(may not be later than the maximum age permitted under b.)
35. Early Retirement Age: [Check a. or check b. and/or c.]
[ ] a. Not applicable.
[X] b. Age 55 .
[X] c. Completion of 10 Years of Service, determined as follows:
[ ] (1) Same as for eligibility.
[X] (2) Same as for vesting.
18
Part 6 - Vesting Rules
(See Article 4 of the BPD)
Complete this Part 6 only if the Employer has elected to make Employer
Matching Contributions under Part 4B or Employer Nonelective Contributions
under Part 4C. Section 401(k) Deferrals, Employee After-Tax Contributions,
QMACs, QNECs, Safe Harbor Contributions, and Rollover Contributions are
always 100% vested. (See Section 4.2 of the BPD for the definitions of the
various vesting schedules.)
36. Normal vesting schedule: [Check one of a. - f. for those contributions the
Employer elects to make under Part 4 of this Agreement.]
(1) (2)
Employer Employer
Match Nonelective
a. [ ] [ ] Full and immediate vesting.
b. [ ] [ ] 7-year graded vesting schedule.
c. [X] [X] 6-year graded vesting schedule.
d. [ ] [ ] 5-year cliff vesting schedule.
e. [ ] [ ] 3-year cliff vesting schedule.
f. [ ] [ ] Modified vesting schedule:
(1)_______% after 1 Year of Service
(2)_______% after 2 Years of Service
(3)_______% after 3 Years of Service
(4)_______% after 4 Years of Service
(5)_______% after 5 Years of Service
(6)_______% after 6 Years of Service, and
(7) 100% after 7 Years of Service.
[Note: The percentages selected under the
modified vesting schedule must not be less than
the percentages that would be required under the
7-year graded vesting schedule, unless 100%
vesting occurs after no more than 5 Years of
Service.]
37. Vesting schedule when Plan is top-heavy: [Check one of a. - d. for those
contributions the Employer elects to make under Part 4 of this Agreement.]
(1) (2)
Employer Employer
Match Nonelective
a. [ ] [ ] Full and immediate vesting.
b. [X] [X] 6-year graded vesting schedule.
c. [ ] [ ] 3-year cliff vesting schedule.
d. [ ] [ ] Modified vesting schedule:
(1)_______% after 1 Year of Service
(2)_______% after 2 Years of Service
(3)_______% after 3 Years of Service
(4)_______% after 4 Years of Service
(5)_______% after 5 Years of Service, and
(6) 100% after 6 Years of Service.
[Note: The percentages selected under the
modified vesting schedule must not be less than
the percentages that would be required under the
6-year graded vesting schedule, unless 100%
vesting occurs after no more than 3 Years of
Service.]
[X] 38. Service excluded under the above vesting schedule(s):
[ ] a. Service before the original Effective Date of this Plan. (See Section
4.5(b)(1) of the BPD for rules that require service under a
Predecessor Plan to be counted.)
[X] b. Years of Service completed before the Employee's 18th birthday (cannot
exceed the 18th birthday).
19
[X] 39. Special 100% vesting. An Employee's vesting percentage increases to 100%
if, while employed with the Employer, the Employee:
[X] a. dies.
[X] b. becomes Disabled (as defined in Section 22.53 of the BPD).
[X] c. reaches Early Retirement Age (as defined in Part 5, #35 above).
[ ] 40. Special vesting provisions:____________________________________________
[Note: Any special vesting provision designated in #40 must satisfy the
requirements of Code Section 411(a) and must satisfy the nondiscrimination
requirements under Section 1.401(a)(4) of the regulations.]
20
Part 7 - Special Service Crediting Rules
(See Article 6 of the BPD)
If no minimum service requirement applies under Part 1, #5 of this Agreement and
all contributions are 100% vested under Part 6, skip this Part 7.
* Year of Service - Eligibility. 1,000 Hours of Service during an Eligibility
Computation Period. Hours of Service are calculated using the Actual Hours
Crediting Method. [To modify, complete #41 below.]
* Eligibility Computation Period. If one Year of Service is required for
eligibility, the Shift-to-Plan-Year Method is used. If two Years of Service
are required for eligibility, the Anniversary Year Method is used. [To
modify, complete #42 below.]
* Year of Service - Vesting. 1,000 Hours of Service during a Vesting
Computation Period. Hours of Service are calculated using the Actual Hours
Crediting Method. [To modify, complete #43 below.]
* Vesting Computation Period. The Plan Year. [To modify, complete #44 below.]
* Break in Service Rules. The Rule of Parity Break in Service rule applies
for both eligibility and vesting but the one-year holdout Break in Service
rule is NOT used for eligibility or vesting. [To modify, complete #45
below.]
[ ] 41. Alternative definition of Year of Service for eligibility.
[ ] a. A Year of Service is ____ Hours of Service (may not exceed 1,000)
during an Eligibility Computation Period.
[ ] b. Use the Equivalency Method (as defined in Section 6.5(a) of the BPD)
to count Hours of Service. If this b. is checked, each Employee will
be credited with 190 Hours of Service for each calendar month for
which the Employee completes at least one Hour of Service, unless a
different Equivalency Method is selected under #46 below. The
Equivalency Method applies to:
[ ] (1) All Employees.
[ ] (2) Employees who are not paid on an hourly basis. For hourly
Employees, the Actual Hours Method will be used.
[ ] c. Use the Elapsed Time Method instead of counting Hours of Service. (See
Section 6.5(b) of the BPD.)
[ ] 42. Alternative method for determining Eligibility Computation Periods. (See
Section 1.4(c) of the BPD.)
[ ] a. One Year of Service eligibility. Eligibility Computation Periods are
determined using the Anniversary Year Method instead of the
Shift-to-Plan-Year Method.
[ ] b. Two Years of Service eligibility. Eligibility Computation Periods are
determined using the Shift-to-Plan-Year Method instead of the
Anniversary Year Method.
[ ] 43. Alternative definition of Year of Service for vesting.
[ ] a. A Year of Service is _____ Hours of Service (may not exceed 1,000)
during a Vesting Computation Period.
[ ] b. Use the Equivalency Method (as defined in Section 6.5(a) of the BPD)
to count Hours of Service. If this b. is checked, each Employee will
be credited with 190 Hours of Service for each calendar month for
which the Employee completes at least one Hour of Service, unless a
different Equivalency Method is selected under #46 below. The
Equivalency Method applies to:
[ ] (1) All Employees.
[ ] (2) Employees who are not paid on an hourly basis. For hourly
Employees, the Actual Hours Method will be used.
[ ] c. Use the Elapsed Time Method instead of counting Hours of Service. (See
Section 6.5(b) of the BPD.)
[ ] 44. Alternative method for determining Vesting Computation Periods. Instead
of Plan Years, use:
[ ] a. Anniversary Years. (See Section 4.4 of the BPD.)
[ ] b. (Describe Vesting Computation Period):_______________________________
[Practitioner Note: Any Vesting Computation Period described in b. must be
a 12-consecutive month period and must apply uniformly to all
Participants.]
21
[ ] 45. Break in Service rules.
[ ] a. The Rule of Parity Break in Service rule does not apply for purposes
of determining eligibility or vesting under the Plan. [If this
selection a. is not checked, the Rule of Parity Break in Service Rule
applies for purposes of eligibility and vesting. (See Sections 1.6 and
4.6 of the BPD.)]
[ ] b. One-year holdout Break in Service rule.
[ ] (1) Applies to determine eligibility for: [Check one or both.]
[ ] (a) Employer Contributions (other than Section 401(k)
Deferrals).
[ ] (b) Section 401(k) Deferrals. (See Section 1.6(c) of the BPD.)
[ ] (2) Applies to determine vesting. (See Section 4.6(a) of the BPD.)
[ ] 46. Special rules for applying Equivalency Method. [This #46 may only be
checked if #41.b. and/or #43.b. is checked above.]
[ ] a. Alternative method. Instead of applying the Equivalency Method on the
basis of months worked, the following method will apply. (See Section
6.5(a) of the BPD.)
[ ] (1) Daily method. Each Employee will be credited with 10 Hours of
Service for each day worked.
[ ] (2) Weekly method. Each Employee will be credited with 45 Hours of
Service for each week worked.
[ ] (3) Semi-monthly method. Each Employee will be credited with 95 Hours
of Service for each semi-monthly payroll period worked.
[ ] b. Application of special rules. The alternative method elected in a.
applies for purposes of: [Check (1) and/or (2).]
[ ] (1) Eligibility. [Check this (1) only if #41.b. is checked above.]
[ ] (2) Vesting. [Check this (2) only if #43.b. is checked above.]
22
Part 8 - Allocation of Forfeitures
(See Article 5 of the BPD)
[ ] Check this selection if ALL contributions under the Plan are 100% vested and
skip this Part 8. (See Section 5.5 of the BPD for the default forfeiture rules
if no forfeiture allocation method is selected under this Part 8.)
47. Timing of forfeiture allocations:
(1) (2)
Employer Employer
Match Nonelective
a. [ ] [ ] In the same Plan Year in which the forfeitures
occur.
b. [X] [X] In the Plan Year following the Plan Year in
which the forfeitures occur.
48. Method of allocating forfeitures: (See the operating rules in Section 5.5
of the BPD.)
(1) (2)
Employer Employer
Match Nonelective
a. [ ] [X] Reallocate as additional Employer Nonelective
Contributions using the allocation method
specified in Part 4C, #21 of this Agreement. If
no allocation method is specified, use the Pro
Rata Allocation Method under Part 4C, #21.a. of
this Agreement.
b. [ ] [ ] Reallocate as additional Employer Matching
Contributions using the discretionary allocation
method in Part 4B, #16.b. of this Agreement.
c. [X] [ ] Reduce the: [Check one or both.]
[X] (a) Employer Matching Contributions
[ ] (b) Employer Nonelective Contributions
The Employer would otherwise make for the Plan
Year in which the forfeitures are allocated.
[Note: If both (a) and (b) are checked, the
Employer may adjust its contribution deposits
in any manner, provided the total Employer
Matching Contributions and Employer Nonelective
Contributions (as applicable) properly take into
account the forfeitures used to reduce such
contributions for that Plan Year.]
[ ] 49. Payment of Plan expenses. Forfeitures are first used to pay Plan
expenses for the Plan Year in which the forfeitures are to be allocated.
(See Section 5.5(c) of the BPD.) Any remaining forfeitures are allocated as
provided in #48 above.
[ ] 50. Modification of cash-out rules. The Cash-Out Distribution rules are
modified in accordance with Sections 5.3(a)(1)(i)(C) and 5.3(a)(1)(ii)(C)
of the BPD to allow for an immediate forfeiture, regardless of any
additional allocations during the Plan Year.
23
Part 9 - Distributions After Termination of Employment
(See Section 8.3 of the BPD)
* The elections in this Part 9 are subject to the operating rules in Articles
8 and 9 of the BPD.
51. Vested account balances in excess of $5,000. Distribution is first
available as soon as administratively feasible following:
[X] a. the Participant's employment termination date.
[ ] b. the end of the Plan Year that contains the Participant's employment
termination date.
[ ] c. the first Valuation Date following the Participant's termination of
employment.
[ ] d. the Participant's Normal Retirement Age (or Early Retirement Age, if
applicable) or, if later, the Participant's employment termination
date.
[ ] e. (Describe distribution event)________________________________________
[Practitioner Note: Any distribution event described in e. will apply
uniformly to all Participants under the Plan.]
52. Vested account balances of $5,000 or less. Distribution will be made in a
lump sum as soon as administratively feasible following:
[X] a. the Participant's employment termination date.
[ ] b. the end of the Plan Year that contains the Participant's employment
termination date.
[ ] c. the first Valuation Date following the Participant's termination of
employment.
[ ] d. (Describe distribution event):_______________________________________
[Practitioner Note: Any distribution event described in d. will apply
uniformly to all Participants under the Plan.]
[X] 53. Disabled Participant. A Disabled Participant (as defined in Section
22.53 of the BPD) may request a distribution (if earlier than otherwise
permitted under #51 or #52 (as applicable)) as soon as administratively
feasible following:
[X] a. the date the Participant becomes Disabled.
[ ] b. the end of the Plan Year in which the Participant becomes Disabled.
[ ] c. (Describe distribution event):_______________________________________
[Practitioner Note: Any distribution event described in c. will apply
uniformly to all Participants under the Plan.]
[ ] 54. Hardship withdrawals following termination of employment. A terminated
Participant may request a Hardship withdrawal (as defined in Section 8.6 of
the BPD) before the date selected in #51 or #52 above, as applicable.
[ ] 55. Special operating rules.
[ ] a. Modification of Participant's consent requirement. A Participant must
consent to a distribution from the Plan, even if the Participant's
vested Account Balance does not exceed $5,000. See Section 8.3(b) of
the BPD.
[Note: If this a. is not checked, the involuntary distribution rules
under Section 8.3(b) of the BPD apply.]
[ ] b. Distribution upon attainment of Normal Retirement Age (or age 62, if
later). A distribution from the Plan will be made without a
Participant's consent if such Participant has terminated employment
and has attained Normal Retirement Age (or age 62, if later). See
Section 8.7 of the BPD.
24
Part 10 - In-Service Distributions
(See Section 8.5 of the BPD)
* The elections in this Part 10 are subject to the operating rules in
Articles 8 and 9 of the BPD.
56. Permitted in-service distribution events: [Elections under the Section
401(k) Deferrals column also apply to any QNECs, QMACs, and Safe Harbor
Contributions unless otherwise specified in d. below.]
(1) (2) (3)
Section 401(k) Employer Employer
Deferrals Match Nonelective
a. [ ] [ ] [ ] In-service distributions are not
available.
b. [X] [X] [X] After age 59 1/2. [If earlier than age
59 1/2 age is deemed to be age 59 1/2
for Section 401(k) Deferrals if the
selection is checked under that
column.]
c. [ ] [ ] [ ] A safe harbor Hardship described in
Section 8.6(a) of the BPD. [Note: Not
applicable to QNECs, QMACs and Safe
Harbor Contributions.]
d. N/A [ ] [ ] A Hardship described in Section 8.6(b)
of the BPD.
e. N/A [ ] [ ] After the Participant has participated
in the Plan for at least years _______
(cannot be less than 5 years).
f. N/A [ ] [ ] At any time with respect to the
portion of the vested Account Balance
derived from contributions accumulated
in the Plan for at least 2 years.
g. [X] [X] [X] Upon a Participant becoming Disabled
(as defined in Section 22.53).
h. [X] [X] [X] Attainment of Normal Retirement Age.
[If earlier than age 59 1/2, age is
deemed to be 59 1/2 for Section 401(k)
Deferrals if the selection is checked
under that column.]
i. N/A [ ] [ ] Attainment of Early Retirement Age.
57. Limitations that apply to in-service distributions:
[X] a. Available only if the Account which is subject to withdrawal is 100%
vested. (See Section 4.8 of the BPD for special vesting rules if not
checked.)
[X] b. No more than 1 in-service distribution(s) in a Plan Year.
[ ] c. The minimum amount of any in-service distribution will be $_____ (may
not exceed $1,000).
[ ] d. (Describe limitations on in-service distributions)
[Practitioner Note: Any limitations described in d. will apply uniformly to
all Participants under the Plan.]
25
Part 11 - Distribution Options
(See Section 8.1 of the BPD)
58. Optional forms of payment available upon termination of employment:
[X] a. Lump sum distribution of entire vested Account Balance.
[ ] b. Single sum distribution of a portion of vested Account Balance.
[ ] c. Installments for a specified term.
[ ] d. Installments for required minimum distributions only.
[ ] e. Annuity payments (see Section 8.1 of the BPD).
[ ] f. (Describe optional forms or limitations on available forms)__________
[Practitioner Note: Unless specified otherwise in f., a Participant may
receive a distribution in any combination of the forms of payment selected
in a. - f. Any optional forms or limitations described in f. will apply
uniformly to all Participants under the Plan.]
59. Application of the Qualified Joint and Survivor Annuity (QJSA) and
Qualified Preretirement Survivor Annuity (QPSA) provisions: (See Article 9
of the BPD.)
[X] a. Do not apply. [Note: The QJSA and QPSA provisions automatically apply
to any assets of the Plan that were received as a transfer from
another plan that was subject to the QJSA and QPSA rules. If this a.
is checked, the QJSA and QPSA rules generally will apply only with
respect to transferred assets or if distribution is made in the form
of life annuity. See Section 9.1(b) of the BPD.]
[ ] b. Apply, with the following modifications: [Check this b. to have all
assets under the Plan be subject to the QJSA and QPSA requirements.
See Section 9.1(a) of the BPD.]
[ ] (1) No modifications.
[ ] (2) Modified QJSA benefit. Instead of a 50% survivor benefit, the
normal form of the QJSA provides the following survivor benefit
to the spouse:
[ ] (a) 100%.
[ ] (b) 75%.
[ ] (c) 66 2/3%.
[ ] (3) Modified QPSA benefit. Instead of a 50% QPSA benefit, the QPSA
benefit is 100% of the Participant's vested Account Balance.
[ ] c. One-year marriage rule. The one-year marriage rule under Sections
8.4(c)(4) and 9.3 of the BPD applies. Under this rule, a Participant's
spouse will not be treated as a surviving spouse unless the
Participant and spouse were married for at least one year at the time
of the Participant's death.
26
Part 12 - Administrative Elections
* Use this Part 12 to identify administrative elections authorized by the
BPD. These elections may be changed without reexecuting this Agreement by
substituting a replacement of this page with new elections. To the extent
this Part 12 is not completed, the default provisions in the BPD apply.
60. Are Participant loans permitted? (See Article 14 of the BPD.)
[ ] a. No
[X] b. Yes
[ ] (1) Use the default loan procedures under Article 14 of the BPD.
[X] (2) Use a separate written loan policy to modify the default loan
procedures under Article 14 of the BPD.
61. Are Participants permitted to direct investments? (See Section 13.5(c) of
the BPD.)
[ ] a. No
[X] b. Yes
[X] (1) Specify Accounts: All accounts under the Plan
[X] (2) Check this selection if the Plan is intended to comply with ERISA
Section 404(c). (See Section 13.5(c)(2) of the BPD.)
62. Is any portion of the Plan daily valued? (See Section 13.2(b) of the BPD.)
[ ] a. No
[X] b. Yes. Specify Accounts and/or investment options: All accounts under
the Plan
63. Is any portion of the Plan valued periodically (other than daily)? (See
Section 13.2(a) of the BPD.)
[X] a. No
[ ] b. Yes
[ ] (1) Specify Accounts and/or investment options:_____
[ ] (2) Specify valuation date(s):_____
[ ] (3) The following special allocation rules apply: [If this (3) is not
checked, the Balance Forward Method under Section 13.4(a) of the
BPD applies.]
[ ] (a) Weighted average method. (See Section 13.4(a)(2)(i) of the
BPD.)
[ ] (b) Adjusted percentage method, taking into account _____% of
contributions made during the valuation period. (See Section
13.4(a)(2)(ii) of the BPD.)
[ ] (c) (Describe allocation rules)________________________________
[Practitioner Note: Any allocation rules described in (c) must be in
accordance with a definite predetermined formula that is not based on
compensation, that satisfies the nondiscrimination requirements of
Section 1.401(a)(4) of the regulations, and that is applied uniformly
to all Participants.]
64. Does the Plan accept Rollover Contributions? (See Section 3.2 of the BPD.)
[ ] a. No [X] b. Yes
65. Are life insurance investments permitted? (See Article 15 of the BPD.)
[X] a. No [ ] b. Yes
66. Do the default QDRO procedures under Section 11.5 of the BPD apply?
[ ] a. No [X] b. Yes
67. Do the default claims procedures under Section 11.6 of the BPD apply?
[ ] a. No [X] b. Yes
27
Part 13 - Miscellaneous Elections
* The following elections override certain default provisions under the BPD
and provide special rules for administering the Plan. Complete the
following elections to the extent they apply to the Plan.
[X] 68. Determination of Highly Compensated Employees.
[X] a. The Top-Paid Group Test applies. [If this selection a. is not checked,
the Top-Paid Group Test will not apply. See Section 22.99(b)(4) of the
BPD.]
[ ] b. The Calendar Year Election applies. [This selection b. may only be
chosen if the Plan Year is not the calendar year. See Section
22.99(b)(5) of the BPD.]
[ ] 69. Special elections for applying the Annual Additions Limitation under
Code Section 415.
[ ] a. The Limitation Year is the 12-month period ending ____. [If this
selection a. is not checked, the Limitation Year is the same as the
Plan Year.]
[ ] b. Total Compensation includes imputed compensation for a terminated
Participant who is permanently and totally Disabled. (See Section
7.4(g)(3) of the BPD.)
[ ] c. Operating rules. Instead of the default provisions under Article 7 of
the BPD, the following rules apply:___________________________
[ ] 70. Election to use Old-Law Required Beginning Date. The Old-Law Required
Beginning Date (as defined in Section 10.3(a)(2) of the BPD) applies
instead of the Required Beginning Date rules under Section 10.3(a)(1) of
the BPD.
[ ] 71. Service credited with Predecessor Employers: (See Section 6.7 of the
BPD.)
[ ] a. (Identify Predecessor Employers)___________________
[ ] b. Service is credited with these Predecessor Employers for the following
purposes:
[ ] (1) The eligibility service requirements elected in Part 1 of this
Agreement.
[ ] (2) The vesting schedule(s) elected in Part 6 of this Agreement.
[ ] (3) The allocation requirements elected in Part 4 of this Agreement.
[ ] c. The following service will not be recognized:________________________
[Note: If the Employer is maintaining the Plan of a Predecessor
Employer, service with such Predecessor Employer must be counted for
all purposes under the Plan. This #71 may be completed with respect to
such Predecessor Employer indicating all service under selections (1),
(2) and (3) will be credited. The failure to complete this #71 where
the Employer is maintaining the Plan of a Predecessor Employer will
not override the requirement that such predecessor service be credited
for all purposes under the Plan. (See Section 6.7 of the BPD.) If the
Employer is not maintaining the Plan of a Predecessor Employer,
service with such Predecessor Employer will be credited under this
Plan only if specifically elected under this #71. If the above
crediting rules are to apply differently to service with different
Predecessor Employers, attach separately completed elections for this
item, using the same format as above but listing only those
Predecessor Employers to which the separate attachment relates.]
[X] 72. Special rules where Employer maintains more than one plan.
[X] a. Top-heavy minimum contribution - Employer maintains this Plan and one
or more Defined Contribution Plans. If this Plan is a Top-Heavy Plan,
the Employer will provide any required top-heavy minimum contribution
under: (See Section 16.2(a)(5)(i) of the BPD.)
[ ] (1) This Plan.
[X] (2) The following Defined Contribution Plan maintained by the
Employer: The Peoples Bank & Trust Company Money Purchase Pension
Plan
[ ] (3) Describe method for providing the top-heavy minimum contribution:
___________________________________________
[X] b. Top-heavy minimum benefit - Employer maintains this Plan and one or
more Defined Benefit Plans. If this Plan is a Top-Heavy Plan, the
Employer will provide any required top-heavy minimum contribution or
benefit under: (See Section 16.2(a)(5)(ii) of the BPD.)
[ ] (1) This Plan, but the minimum required contribution is increased
from 3% to 5% of Total Compensation for the Plan Year.
[X] (2) The following Defined Benefit Plan maintained by the Employer:
The Peoples Bank & Trust Company Pension Plan
[ ] (3) Describe method for providing the top-heavy minimum contribution:
___________________________________________
28
[ ] c. Limitation on Annual Additions. This c. should be checked only if the
Employer maintains another Defined Contribution Plan in which any
Participant is a participant, and the Employer will not apply the
rules set forth under Section 7.2 of the BPD. Instead, the Employer
will limit Annual Additions in the following manner:_________________
[ ] 73. Special definition of Disabled. In applying the allocation conditions
under Parts 4B and 4C, the special vesting provisions under Part 6, and the
distribution provisions under Parts 9 and 10 of this Agreement, the
following definition of Disabled applies instead of the definition under
Section 22.53 of the BPD:_________________________________________________
[Note: Any definition included under this #73 must satisfy the requirements
of Section 1.401(a)(4) of the regulations and must be applied uniformly to
all Participants.]
[X] 74. Fail-Safe Coverage Provision. [This selection #74 must be checked to
apply the Fail-Safe Coverage Provision under Section 2.7 of the BPD.]
[ ] a. The Fail-Safe Coverage Provision described in Section 2.7 of the BPD
applies without modification.
[X] b. The Fail-Safe Coverage Provisions described in Section 2.7 of the BPD
applies with the following modifications:
[ ] (1) The special rule for Top-Heavy Plans under Section 2.7(a) of the
BPD does not apply.
[X] (2) The Fail-Safe Coverage Provision is based on Included
Compensation as described under Section 2.7(d) of the BPD.
[ ] 75. Election not to participate (see Section 1.10 of the BPD). An Employee
may make a one-time irrevocable election not to participate under the Plan
upon inception of the Plan or at any time prior to the time the Employee
first becomes eligible to participate under any plan maintained by the
Employer. [Note: Use of this provision could result in a violation of the
minimum coverage rules under Code Section 410(b).]
[ ] 76. Protected Benefits. If there are any Protected Benefits provided under
this Plan that are not specifically provided for under this Agreement,
check this #76 and attach an addendum to this Agreement describing the
Protected Benefits.
29
Signature Page
By signing this page, the Employer agrees to adopt (or amend) the Plan which
consists of BPD # and the provisions elected in this Agreement. The Employer
agrees that the Prototype Sponsor has no responsibility or liability regarding
the suitability of the Plan for the Employer's needs or the options elected
under this Agreement. It is recommended that the Employer consult with legal
counsel before executing this Agreement.
77. Name and title of
authorized representative(s): Signature(s): Date:
----------------------------- ---------------------- -------------
X. Xxxxxxxx XxXxxx /s/ X. Xxxxxxxx XxXxxx Xxxxx 7, 2003
President and Chief
Executive Officer
78. Effective Date of this Agreement:
[ ] a. New Plan. Check this selection if this is a new Plan. Effective Date
of the Plan is:_____________________________
[X] b. Restated Plan. Check this selection if this is a restatement of an
existing plan. Effective Date of the restatement is: January 1, 1997
(1) Designate the plan(s) being amended by this restatement: The
Peoples Bank & Trust Company 401(k) Plan
(2) Designate the original Effective Date of this Plan (optional):
January 1, 1997
[ ] c. Amendment by page substitution. Check this selection if this is an
amendment by substitution of certain pages of this Adoption Agreement.
[If this c. is checked, complete the remainder of this Signature Page
in the same manner as the Signature Page being replaced.]
(1) Identify the page(s) being replaced:____________________________
(2) Effective Date(s) of such changes:______________________________
[X] d. Substitution of sponsor. Check this selection if a successor to the
original plan sponsor is continuing this Plan as a successor sponsor,
and substitute page 1 to identify the successor as the Employer.
(1) Effective Date of the amendment is:_____________________________
[X] 79. Check this #79 if any special Effective Dates apply under Appendix A of
this Agreement and complete the relevant sections of Appendix A.
80. Prototype Sponsor information. The Prototype Sponsor will inform the
Employer of any amendments made to the Plan and will notify the Employer if
it discontinues or abandons the Plan. The Employer may direct inquiries
regarding the Plan or the effect of the Favorable IRS Letter to the
Prototype Sponsor or its authorized representative at the following
location:
a. Name of Prototype Sponsor (or authorized representative):
SouthEastern Employee Benefit Services, Inc.
b. Address of Prototype Sponsor (or authorized representative):
000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000
c. Telephone number of Prototype Sponsor (or authorized representative):
000-000-0000
Important information about this Prototype Plan. A failure to properly complete
the elections in this Agreement or to operate the Plan in accordance with
applicable law may result in disqualification of the Plan. The Employer may rely
on the Favorable IRS Letter issued by the National Office of the Internal
Revenue Service to the Prototype Sponsor as evidence that the Plan is qualified
under Section 401 of the Code, to the extent provided in Announcement 2001-77.
The Employer may not rely on the Favorable IRS Letter in certain circumstances
or with respect to certain qualification requirements, which are specified in
the Favorable IRS Letter issued with respect to the Plan and in Announcement
2001-77. In order to obtain reliance in such circumstances or with respect to
such qualification requirements, the Employer must apply to the office of
Employee Plans Determinations of the Internal Revenue Service for a
determination letter. See Section 22.87 of the BPD.
30
Trustee Declaration
By signing this Trustee Declaration, the Trustee agrees to the duties,
responsibilities and liabilities imposed on the Trustee by the BPD # and this
Agreement.
81. Name(s) of Trustee(s): Signature(s) of Trustee(s): Date:
-------------------------------- ---------------------------- -------------
The Peoples Bank & Trust Company /s/ Xxxxxxxxx X. Xxxxxxxxxxx April 7, 2003
82. Effective date of this Trustee Declaration: January 1, 2003
83. The Trustee's investment powers are:
[ ] a. Discretionary Trustee. The Trustee has discretion to invest Plan
assets. This discretion is limited to the extent Participants are
permitted to give investment direction, or to the extent the Trustee
is subject to direction from the Plan Administrator, the Employer, an
Investment Manager or other Named Fiduciary.
[X] b. Directed Trustee only. The Trustee may only invest Plan assets as
directed by Participants or by the Plan Administrator, the Employer,
an Investment Manager or other Named Fiduciary.
[ ] c. Separate trust agreement. The Trustee's investment powers are
determined under a separate trust document which replaces (or is
adopted in conjunction with) the trust provisions under the BPD.
[Note: The separate trust document is incorporated as part of this
Plan and must be attached hereto. The responsibilities, rights and
powers of the Trustee are those specified in the separate trust
agreement. If this c. is checked, the Trustee need not sign or date
this Trustee Declaration under #81 above.]
31
Co-Sponsor Adoption Page #1
[X] Check this selection and complete the remainder of this page if a Related
Employer will execute this Plan as a Co-Sponsor. [Note: Only a Related
Employer (as defined in Section 22.164 of the BPD) that executes this
Co-Sponsor Adoption Page may adopt the Plan as a Co-Sponsor. See Article 21
of the BPD for rules relating to the adoption of the Plan by a Co-Sponsor.
If there is more than one Co-Sponsor, each one should execute a separate
Co-Sponsor Adoption Page. Any reference to the "Employer" in this Agreement
is also a reference to the Co-Sponsor, unless otherwise noted.]
84. Name of Co-Sponsor: The Peoples Holding Company
85. Employer Identification Number (EIN) of the Co-Sponsor: 00-0000000
By signing this page, the Co-Sponsor agrees to adopt (or to continue its
participation in) the Plan identified on page 1 of this Agreement. The Plan
consists of the BPD # and the provisions elected in this Agreement.
86. Name and title of
authorized representative(s): Signature(s): Date:
----------------------------- ---------------------- -------------
X. Xxxxxxxx XxXxxx /s/ X. Xxxxxxxx XxXxxx Xxxxx 7, 2003
President and Chief
Executive Officer
87. Effective date of this Co-Sponsor Adoption Page: January 1, 2003
[ ] a. Check here if this is the initial adoption of a new Plan by the
Co-Sponsor.
[ ] b. Check here if this is an amendment or restatement of an existing plan
maintained by the Co-Sponsor, which is merging into the Plan being
adopted.
(1) Designate the plan(s) being amended by this restatement:________
(2) Designate the original Effective Date of the Co-Sponsor's Plan
(optional):______________________________
[ ] 88. Allocation of contributions. If this #88 is checked, contributions made
by the Related Employer signing this Co-Sponsor Adoption Page (and any
forfeitures relating to such contributions) will be allocated only to
Participants actually employed by the Related Employer making the
contribution and Employees of the Related Employer will not share in an
allocation of contributions (or forfeitures relating to such contributions)
made by the Employer or any other Related Employer. [Note: The selection of
this #88 may require additional testing of the Plan. See Section 21.3 of
the BPD.]
[ ] 89. Describe any special Effective Dates:__________________________________
32
Appendix A - Special Effective Dates
A-1 [X] Eligibility conditions. The eligibility conditions specified in Part 1
of this Agreement are effective: January 1, 2003
A-2 [ ] Entry Date. The Entry Date provisions specified in Part 2 of this
Agreement are effective:______________________________________________
A-3 [X] Section 401(k) Deferrals. The provisions regarding Section 401(k)
Deferrals selected under Part 4A of this Agreement are effective:
January 1, 2003
A-4 [X] Matching contribution formula. The Employer Matching Contribution
formula(s) selected under Part 4B of this Agreement are effective:
January 1, 2002
A-5 [ ] Employer contribution formula. The Employer Nonelective Contribution
formula(s) selected under Part 4C of this Agreement are effective:____
A-6 [ ] Allocation conditions for receiving an Employer Matching Contribution.
The allocation conditions designated under Part 4B, #19 of this
Agreement are effective:______________________________________________
A-7 [ ] Allocation conditions for receiving an Employer Nonelective
Contribution. The allocation conditions designated under Part 4C, #24
of this Agreement are effective:______________________________________
A-8 [ ] Safe Harbor 401(k) Plan provisions. The Safe Harbor 401(k) Plan
provisions under Part 4E of this Agreement are effective:_____________
A-9 [X] Vesting rules. The vesting schedules selected under Part 6 of this
Agreement are effective: January 1, 2002
A-10 [ ] Service crediting rules for eligibility. The service crediting rules
for determining a Year of Service for eligibility purposes under
Section 1.4 of the BPD and Part 7 of this Agreement are effective:____
A-11 [ ] Service crediting rules for vesting. The service crediting rules for
determining a Year of Service for vesting purposes under Section 4.5 of
the BPD and Part 7 of this Agreement are effective:___________________
A-12 [ ] Forfeiture provisions. The forfeiture provisions selected under Part 8
of this Agreement are effective:______________________________________
A-13 [X] Distribution provisions. The distribution options selected under Part 9
of the Agreement are effective for distributions occurring after:
January 1, 2003
A-14 [X] In-service distribution provisions. The in-service distribution options
selected under Part 10 of the Agreement are effective for distributions
occurring after: January 1, 2003
A-15 [ ] Forms of distribution. The optional forms of distribution selected
under Part 11 of this Agreement are eligible for distributions
occurring after:______________________________________________________
A-16 [ ] Special effective date provisions for merged plans. If any qualified
retirement plans have been merged into this Plan, the provisions of
Section 22.59 apply, except as otherwise provided under this A-16:____
A-17 [X] Other special effective dates: New Compensation Definition as discussed
in Part 3 is effective January 1, 2003
33
Appendix B - GUST Operational Compliance
[X] Check this selection and complete the remainder of this page if this Plan
is being adopted to comply retroactively with the GUST Legislation. An
Employer need only check those provisions that apply. If this Plan is not
being adopted to comply with the GUST Legislation, this Appendix B need not
be completed and may be removed from the Agreement.
[ ] B-1. Highly Compensated Employee rules. (See Section 20.2 of the BPD.)
[ ] a. Top-Paid Group Test. The election under Part 13, #68.a. above to
use (or to not use) the Top-Paid Group Test did not apply for the
following post-1996 Plan Year(s):_______________________________
[ ] b. Calendar Year Election. The election under Part 13, #68.b. above
to use (or to not use) the Calendar Year Election did not apply
for the following post-1996 Plan Year(s):_______________________
[ ] c. The Old-Law Calendar Year Election applied for the Plan Year that
began in 1997.
[X] B-2. Required minimum distributions. (See Section 10.4 of the BPD.)
[X] a. Option to postpone minimum distributions. For calendar year(s)
1997, 1998, 1999, 2000, 2001 & 2002 , the Plan permitted
Participants (other than Five-Percent Owners) who were still
employed with the Employer to postpone minimum distributions in
accordance with the Required Beginning Date rules under Section
10.3(a)(1) of the BPD, even though the Plan had not been amended
to contain such rules.
[X] b. Election to stop required minimum distributions. Starting in
calendar year 1997 , a Participant (other than a Five-Percent
Owner) who had already started receiving in-service minimum
distributions under the Old-Law Required Beginning Date rules may
stop receiving such minimum distributions until the Participant's
Required Beginning Date under Section 10.3(a)(1) of the BPD. [If
this b. is not checked, Participants who began receiving minimum
distributions under the Old-Law Required Beginning Date rules
must continue to receive such minimum distributions.]
[ ] c. Application of Joint and Survivor Annuity rules. If Employees are
permitted to stop their required minimum distributions under b.
above and the Joint and Survivor Annuity requirements apply to
the Plan under Article 9 of the BPD, the Participant:
[ ] (1) will [ ] (2) will not
be treated as having a new Distribution Commencement Date when
distributions recommence. [Note: Do not check this c. if the Plan
is not subject to the Joint and Survivor Annuity requirements.
See Section 10.4(c) of the BPD for operating rules concerning the
application of the Joint and Survivor Annuity rules under this
subsection c.]
[ ] d. Application of Proposed Regulations for the 2001 Plan Year. [This
d. should be checked only if required minimum distributions made
for calendar years beginning on or after January 1, 2001 will be
made in accordance with the proposed regulations under Code
Section 401(a)(9), which were issued in January 2001. If this d.
is checked, required minimum distributions made for calendar
years beginning on or after January 1, 2001 may be made in
accordance with the proposed regulations, notwithstanding any
provision in the Plan to the contrary. An election under this d.
applies until the end of the last calendar year beginning before
the effective date of final regulations under Code Section
401(a)(9) or such other date specified in guidance published by
the Internal Revenue Service. If this d. is not checked, required
minimum distributions will continue to be made in accordance with
the provisions of Code Section 401(a)(9), without regard to the
proposed regulations.]
[ ] (1) Effective date. The election under d. to apply the
proposed regulations under Code Section 401(a)(9)
applies only for required minimum distributions that
are made on or after ______. [In no event may the
proposed regulations apply to a required minimum
distribution that is made for a calendar year that
begins before January 1, 2001.]
[X] B-3. Special effective dates.
[X] a. Involuntary distribution threshold of $5,000 is first effective
under this Plan for distributions made after January 1, 1998 (no
earlier than the first day of the first Plan Year beginning on or
after August 5, 1997 and no later than the date the Plan is
adopted). [If this a. is not checked, the $5,000 threshold
applies to all distributions made on or after the first day of
the first Plan Year beginning on or after August 5, 1997, except
as provided in an earlier restatement or amendment of the Plan.
See Section 20.4 of the BPD.]
[X] b. Family aggregation is repealed for purposes of determining the
allocation of Employer Contributions for Plan Years beginning
January 1, 1997 (no earlier than the first Plan Year beginning on
or after January 1, 1997 and no later than the date the Plan is
adopted). [If this b. is not checked, family aggregation is
repealed as of the first Plan Year beginning on or after January
1, 1997. See Section 20.5 of the BPD.]
[ ] c. Qualified transportation fringes. The inclusion of qualified
transportation fringes in the definition of Total Compensation
(and Included Compensation) is applicable for years beginning on
or after (no earlier than January 1, 1998 and no later than
January 1, 2001). [If this c. is not checked, the inclusion of
qualified transportation fringes is effective for years beginning
on or after January 1, 2001. An earlier date should be entered
under this c. only if the Plan was operated to include qualified
transportation fringes in Total Compensation (and Included
Compensation) during such period.]
[ ] B-4. Code Section 415 limitation. Complete this B-4 if for any Limitation
Year in which the Code Section 415(e) limitation was applicable under
Section 7.5 of the BPD, the Code Section 415(e) limitations
were applied in a manner other than that described in
34
Section 7.5(b) of the BPD. Any alternative method described in this
B-4 that is used to comply with the Code Section 415(e) limitation
must be consistent with Plan operation.
[ ] B-5. Special 401(k) Plan elections. (See Article 17 of the BPD)
[ ] a. ADP/ACP testing methods during GUST remedial amendment period.
Check this a. if, in any Plan Year beginning after December 31,
1996, but before the adoption of this Agreement, the ADP Test or
ACP Test was performed using a different testing method than the
one selected under Part 4F, #31.a. or Part 4F, #31.b. and specify
the Plan Year(s) in which the other testing method was used:
[ ] (1) ADP Test:________________________
[ ] (2) ACP Test:________________________
[ ] b. Application of Safe Harbor 401(k) Plan provisions. Check this b.
if, prior to the adoption of this Agreement, the Plan was
operated in accordance with the Safe Harbor 401(k) Plan
provisions, and this Agreement is conforming the document to such
operational compliance for the period prior to the adoption of
this Agreement. [Note: This b. should be checked only if this
Agreement is executed within the remedial amendment period
applicable to the GUST Legislation. See Article 20 of the BPD.]
[ ] (1) GUST effective date. The Safe Harbor 401(k) Plan
provisions under Part 4E are effective for the Plan
Year beginning _____(may not be earlier than the first
Plan Year beginning on or after January 1, 1999).
[ ] (2) Modifications to Part 4E. Describe here, if applicable,
any Safe Harbor 401(k) Plan provisions applied in
operation that are not described or are inconsistent
with the selections under Part 4E:____________
[Note: The Safe Harbor 401(k) Plan provisions under Part 4E of
this Agreement will apply for all Plan Years beginning on or
after January 1, 1999 or the GUST effective date designated under
(1) above unless specifically modified under this (2).]
35
THE PEOPLES BANK & TRUST COMPANY 401(k) PLAN
APPENDIX C - ERISA SECTION 404(c)
ADMINISTRATIVE AND INVESTMENT PROCEDURES
THESE ADMINISTRATIVE PROCEDURES (the "Procedures") are adopted by the Plan
Administrator of The Peoples Bank & Trust Company 401(k) Plan in accordance with
Section 13.5(c) of Basic Plan Document #01, December 2001 and related
Nonstandardized Adoption Agreement (the "Plan") and are intended to amplify the
terms and conditions of the Plan that are applicable to the investment of
participant-directed accounts (referred to herein as "Directed Investment
Accounts"). These Procedures shall be effective as of January 1, 2003.
1. Purpose. These Procedures are intended to form a part of the Plan and are
intended to comply with the provisions of Section 404(c) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and should be
interpreted and construed in a manner consistent with the regulations
promulgated thereunder.
2. Duties and Powers of the Plan Investment Committee. Subject to the
limitations of Paragraph 6 hereof, the Plan Investment Committee (the
"Committee") shall designate one or more open or closed-end mutual funds,
common or collective trust funds, group or master trusts, deposit funds,
insurance contracts or guaranteed insurance contracts ("GICs"), separate
investment accounts or other collective or pooled arrangements for the
investment of Directed Investment Accounts hereunder. The Committee shall
review the performance of such funds or arrangements, from time to time,
and shall have the power and authority to modify the designation of such
funds or arrangements, in its sole discretion.
3. Designation of ERISA 404(c) Fiduciary. The Plan Administrator shall be the
fiduciary required to be identified within the meaning of ERISA Section
404(c) and the regulations promulgated thereunder (the "Investment
Administrator"), to act as the person who, among other things, is
responsible for the execution of investment instructions in accordance with
Paragraph 6 hereof.
4. Form of Instructions. Investment instructions may be communicated to the
Investment Administrator orally, in writing, or by such other means as may
be acceptable to the Investment Administrator, including, without
limitation, instructions transmitted through voice response or similar
systems or instructions transmitted through electronic media or technology,
such as internet and intranet systems. The Investment Administrator shall
generally oversee the proper execution of such instructions, but may
appoint one or more agents for the purpose of transmitting, receiving, and
executing such instructions.
5. Information. The Investment Administrator shall furnish (or cause to be
furnished) to each Participant the following information: (a) a disclosure
that the Plan is intended to comply with ERISA Section 404(c); (b) a
description of the investment options available under the Plan; (c) a
description of the procedures applicable to investment instructions; (d) a
summary of any fees or charges applicable to purchases or sales of
investment options; and (e) the name, address and telephone number of the
Investment Administrator. If a prospectus is available with respect to an
investment option hereunder, the Investment Administrator shall take action
reasonably intended to ensure that each Participant has access to a copy of
such prospectus not later than the time of his or her initial investment in
such option.
36
Information may be delivered in accordance with this Paragraph 5 in writing
or by other means acceptable to the Investment Administrator, including,
without limitation, voice response or similar systems or other forms of
electronic media or technology, such as via a website or other internet and
intranet systems. Information shall be deemed furnished by the Investment
Administrator if furnished or made available by an agent appointed by the
Plan Administrator or the Investment Administrator.
6. Investment of Directed Investment Accounts. The Investment Administrator
(or an agent appointed for such purposes) shall cause the Trustee to invest
amounts allocated to each Participant's Directed Investment Account in
accordance with the instructions of such Participant. Such accounts may be
invested in the following:
a. An equity fund, which fund shall consist primarily of shares common or
preferred stock issued by companies other than the Employer or an
affiliate of the Employer;
b. A money market fund, which fund shall consist primarily of high
quality money market instruments such as, but not limited to,
interest-bearing securities issued by companies other than the
Employer or its affiliates, commercial paper, interest bearing
securities issued by the United States government or agencies thereof
with varying maturity dates, certificates of deposit and time
deposits, banker's acceptances, investment contracts and repurchase
agreements;
c. A company stock fund, which fund shall consist primarily or solely of
$5.00 par value voting common stock issued by The Peoples Holding
Company; and
d. At least one other investment option designated by the Committee. .
Investment directions shall be expressed as a whole percentage of the total
amount credited to a Participant's accounts. A Participant shall be
permitted to change his or her investment instructions with respect to at
least three investment alternatives at least as frequently as once each
three-month period.
The Investment Administrator may establish additional uniform procedures
concerning the investment of Directed Investment Accounts, which procedures
shall include, but shall not be limited to, the times at which investment
changes can be made, the circumstances under which investment directions
can otherwise be revoked, and the designation of one or more default
investments to be used in the event investment instructions are not timely
received from any Participant or are ambiguous.
37
7. Liability for Investment Decisions. Each Participant shall have exclusive
responsibility for and control over the investment of amounts allocated to
his or her Directed Investment Account. Neither the Employer, the Trustee,
the Investment Administrator, nor the Plan Administrator shall have any
duty, responsibility or right to aid or give investment advice concerning
the investment of a Directed Investment Account hereunder. To the maximum
extent permitted by law, neither the Employer, the Trustee, the Investment
Administrator nor the Plan Administrator shall be responsible for any loss
which may result from a Participant's exercise of control hereunder.
8. Termination of Employment. If a Directed Investment Account is maintained
for a Participant who has terminated his or her employment with the
Employer, such Participant shall be entitled to exercise investment
authority over such accounts in accordance with the terms of the Plan and
these procedures; provided, however, that if the Plan Administrator is
unable to locate such Participant after exercising reasonable efforts, the
Plan Administrator shall have full discretion over the investment of such
Participant's accounts. Such discretion shall include the right invest the
accounts in accordance with the last investment instructions of the
Participant or to invest the accounts in any other investment then
available under the Plan. The Plan Administrator shall exercise the power
afforded under this Paragraph 8 in a manner intended to preserve the
principal of any such account. To the extent the exercise of such power
results in a diminution of income or earnings, neither the Plan
Administrator, the Employer, nor the Trustee shall have any liability for
such diminution.
9. Fees and Expenses. One or more of the investment options designated by the
Committee may require Participants to bear all or a portion of the
management or other fees charged thereunder and transaction costs may be
assessed with respect to any such investment. The Committee shall not be
required to ensure that all such fees and costs are uniform as among
investment options. Further, the Committee shall not be prohibited from
deducting from each Participant's Direct Investment Account such additional
fees and expenses as may be directly attributable to the Participant's
exercise of investment discretion with respect to such account. The
provisions of this Paragraph 9 shall be in addition to any provision in the
Plan concerning the treatment of fees and expenses.
THESE PROCEDURES shall be executed in multiple counterparts, each of which
shall be deemed an original as of the dates set forth below, but to first
be effective as provided above.
PLAN ADMINISTRATOR:
By: /s/ Xxxxxx Xxx Xxxxx
------------------------
Xxxxxx Xxx Xxxxx
Date: April 10, 2003
38
THE PEOPLES BANK & TRUST COMPANY 401(k) PLAN
APPENDIX D - DIVIDEND DEDUCTION
Whereas, The Peoples Bank & Trust Company (the Bank) maintains The Peoples
Bank & Trust Company 401(k) Plan, an employee benefit plan intended to be
qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended
(the Code);
Whereas, effective as of November 19, 2002 (the Effective Date), The
Peoples Bank & Trust Company 401(k) Plan was amended to enable The Peoples
Holding Company, the parent company of the Bank, to obtain a deduction under
Code Section 404(k);
Whereas, the Bank, is now amending and restating The Peoples Bank & Trust
Company 401(k) Plan in the form of a prototype plan sponsored by Southeastern
Employee Benefit Plan Services, Inc., Basic Plan Document #001, December 2001,
and related Nonstandardized Adoption Agreement, first effective as of January 1,
2003 (the Plan);
Whereas, the Bank and The Peoples Holding Company desire to continue to
obtain a deduction under Code Section 404(k) and therefore now incorporate the
provisions of Code Sections 401(a), 404(k), 409, and 4975(e) necessary to
establish that a portion of the Plan continues to constitute an employee stock
ownership plan within the meaning of Section 4975(e)(7);
Now, Therefore, as of the Effective Date, the following article shall be
added to the Plan to read in its entirety as follows:
ARTICLE XXIII
DIVIDEND DEDUCTION
1. Definitions. Unless otherwise defined below, capitalized terms used herein
shall have the meanings ascribed to them in the Plan.
The term Bank means The Peoples Bank & Trust Company, a financial
institution with its principal place of business in Tupelo, Mississippi,
which is a member of a controlled group of corporations that includes the
Bank and other affiliates.
The term Designated Dividend shall mean a Dividend that the Bank has
designated for deduction under Code Section 404(k).
The term Dividend shall mean a cash distribution paid by The Peoples
Holding Company (the Holding Company) with respect to the Qualifying
Employer Securities Fund, which is characterized as a dividend under state
law.
The term Dividend Declaration Date shall mean the date on which a Dividend
is declared by the Board of Directors of the Holding Company.
39
The term Eligible Participant means with respect to each Plan Year
commencing on or after the Effective Date, a Participant in the Plan as of
the last day of the immediately preceding Plan Year and a Participant who
first becomes eligible to participate in the Plan during such Plan Year.
The term Ex-Dividend Date means the date designated by the American Stock
Exchange for the receipt of a Dividend with respect to Qualifying Employer
Securities, which date is ordinarily two business days before the Holding
Company's dividend record date.
The term Qualifying Employer Securities shall mean the $5.00 par value
voting common stock issued by the Holding Company, which securities are
actively traded on the American Stock Exchange.
The term Qualifying Employer Securities Fund shall mean the unitized
investment fund maintained by the Trustee, the assets of which are invested
primarily or solely in Qualifying Employer Securities.
The term Valuation Date shall mean the date on which Qualifying Employer
Securities are allocated to the account of each Eligible Participant, which
shall be the last day of the Plan Year and such other dates as may be
designated, from time to time by the Plan Administrator.
2. Status of Plan. Notwithstanding any provision of the Plan to the contrary,
for all periods on or after the Effective Date, amounts allocated to the
Qualifying Employer Securities Fund, from time to time, shall be deemed to
constitute a stock bonus plan that is designated as an employee stock
ownership plan within the meaning of Code Section 4975(e)(7), the assets of
which are invested primarily or solely in Qualifying Employer Securities.
3. Special Vesting Rule. Notwithstanding any provision of the Plan to the
contrary, Dividends paid on Qualifying Employer Securities allocated to the
Qualifying Employer Securities Fund, from time to time, shall be fully
vested and nonforfeitable; provided however, that the provisions of this
Amendment shall not otherwise modify the vesting schedule applicable to the
underlying Qualifying Employer Securities held in such fund.
4. Maintenance of Qualifying Employer Securities Fund. Amounts allocated to
the Qualifying Employer Securities Fund shall be invested and reinvested in
Qualifying Employer Securities. The acquisition and disposition of such
securities shall be made by the Trustee (or its designee) in accordance
with the provisions of this amendment and the Plan.
Qualifying Employer Securities may be acquired from shareholders of the
Holding Company or directly from the Holding Company, on the open market or
by private purchase, in the discretion of the Plan Administrator or the
Trustee; Qualifying Employer Securities may be disposed of in like manner.
Neither the Trustee, the Holding Company, the Bank nor the Plan
Administrator shall have any responsibility or duty to anticipate market
conditions or changes in the value of Qualifying Employer Securities in
order to maximize return or minimize loss with respect to any acquisition
or disposition of such securities.
40
5. Deemed Allocation of Shares. Notwithstanding any method used by the Trustee
to administer and value the Qualifying Employer Securities Fund, as of each
Valuation Date, a Participant invested in such fund shall be deemed to be
allocated Qualifying Employer Securities in the number determined by
multiplying (a) the number of shares (including fractional shares) of
Qualifying Employer Securities held by the fund as of such date, by (b) a
fraction, the numerator of which is the value of the Participant's interest
in such fund as of the affected Valuation Date and the denominator of which
is the total value of such fund as of such date.
6. Designation of Dividends. The Holding Company shall notify the Plan
Administrator whether any Dividend payable with respect to Qualifying
Employer Securities shall be treated as a Designated Dividend hereunder.
Any such designation shall be made orally, in writing or by such other
means as may be acceptable to the Plan Administrator. Any such designation
can relate to a specific Dividend Declaration Date or such designation can
relate to such Dividend or Dividends as may be declared during a designated
period.
7. Dividend Distributions. The Plan Administrator (or its designee) shall
cause to be distributed to each Eligible Participant in accordance with
this paragraph 7 any Designated Dividend, subject to the following special
rules:
a. Within a reasonable period before the first day of each Plan Year,
each Eligible Participant shall be entitled to elect (i) to receive
distribution of Designated Dividends payable hereunder in the form of
cash (any such Participant referred to herein as an Electing
Participant), or (ii) to reinvest the amount of such Dividends in the
Qualifying Employer Securities Fund. Any such election shall be made
by such means as may be acceptable to the Plan Administrator. Any such
election shall be deemed irrevocable as of the last day of the Plan
Year that immediately precedes the Plan Year with respect to which the
election relates (the Election Date). The Plan Administrator, in its
discretion, may permit additional elections after an Election Date,
but only to the extent necessary to comply with the provisions of Code
Section 404(k) or with respect to Eligible Participants who first
commence participation in the Plan during the affected Plan Year.
b. If an Eligible Participant fails to make an election in accordance
with subparagraph (a) hereof, he or she shall be deemed to have
elected the reinvestment of Designated Dividends in the Qualifying
Employer Securities Fund.
c. Dividends that may constitute Designated Dividends hereunder shall be
allocable to each Participant who owns an interest in the Qualifying
Employer Securities Fund as of each Ex-Dividend Date in proportion to
the number of shares of Qualifying Employer Securities (including
fractional shares) allocated to each such Participant as of such date
in accordance with the provisions of paragraph 5 hereof.
d. Designated Dividends shall be (i) directly distributed to each
Electing Participant as soon as practicable after each dividend
payment date, or (ii) distributed from the Plan at least as frequently
as annually, not later than 90 days after the close of the Plan Year
in which each dividend payment date occurs, in the discretion of the
Plan Administrator.
41
e. If Designated Dividends are held in trust pending distribution
hereunder, the Plan Administrator may direct the Trustee to invest
such amounts in a manner intended to preserve principal.
f. The Plan Administrator may adopt, from time to time, such additional
rules and procedures as may be reasonably necessary to administer the
election described in this paragraph 7.
8. Pass-Through of Voting Rights. On and after the Effective Date, Qualifying
Employer Securities allocated to the accounts of Participants and
Beneficiaries (determined in accordance with paragraph 5 hereof) shall be
voted in accordance with the directions of each such Participant or
Beneficiary.
As soon as administratively feasible before each annual or special
shareholders meeting of the Holding Company, the Trustee or the Plan
Administrator (or a designee thereof) shall furnish to each Participant and
Beneficiary a copy of any proxy solicitation material furnished to
shareholders of the Holding Company, together with a form requesting
confidential instructions on how Qualifying Employer Securities allocated
to such Participant's or Beneficiary's Account are to be voted. Upon timely
receipt of such instructions, the Trustee, the Plan Administrator or such
designee shall vote the securities as instructed. The instructions received
from Participants and Beneficiaries shall be held in strict confidence and
shall not be divulged or released to any person, including officers or
Employees of the Holding Company or the Bank, except to the extent
necessary to vote such securities as contemplated hereunder.
Neither the Bank, the Holding Company, the Trustee nor the Plan
Administrator shall make recommendations to Participants on whether to vote
or how to vote. Qualifying Employer Securities with respect to which no
instructions are received from Participants shall not be voted.
9. Tender Offers. The Plan Administrator or the Trustee (or an unrelated
third-party recordkeeper) shall notify each Participant and Beneficiary of
a tender or other exchange offer and utilize its best efforts to distribute
to Participants and Beneficiaries in a timely manner all information
distributed to other shareholders of the Bank in connection with any such
offer. Each Participant and Beneficiary shall have the right to instruct
the Trustee, the Plan Administrator or the recordkeeper, in writing, as to
the manner in which to respond to any tender or exchange offer with respect
to Qualifying Employer Securities allocated to his or her accounts in
accordance with paragraph 5 hereof. Such instructions shall be held in
strict confidence and shall not be divulged or released to any person,
including any officer or director of the Bank or the Holding Company,
except as may be required to implement the provisions of this paragraph 9.
10. Stock Dividends and Splits. Qualifying Employer Securities received by the
Trustee as the result of a stock dividend, stock split, reorganization or
other recapitalization of the Bank shall be allocated to each Participant
invested in the Qualifying Employer Securities Fund as of the applicable
record date. Allocation to each Participant shall be made in the same
proportion that the Qualifying Employer Securities were allocated to such
Participant as of the applicable record date.
42
11. Form of Distribution. Prior to the Designation Date, distribution of any
amount held in the Qualifying Employer Securities Fund shall be made in the
form of Qualifying Employer Securities or cash, at the election of each
Participant. After the Designation Date, such distribution shall be made in
the form of Qualifying Employer Securities with cash distributed in lieu of
a fractional share; provided, however, that if the aggregate value of a
Participant's vested account balances is $5,000 or less as of the date of
distribution, he or she shall be entitled to elect to receive distribution
from such fund in the form of cash. For this purpose, the "Designation
Date" shall be the date designated by the Plan Administrator, which shall
be not earlier than the date on which the administrator receives a
favorable determination letter from the Internal Revenue Service in
connection with the adoption of this Appendix D.
Distribution in the form of Qualifying Employer Securities hereunder may be
delayed to the extent necessary to register such shares or otherwise comply
with applicable securities laws. Shares may bear such legends as the
Holding Company, in its discretion, determines are necessary or
appropriate.
12. Construction. To the extent the provisions of this Appendix D conflict with
the provisions of the Plan, the provisions of this Appendix D shall govern.
This Appendix D - Dividend Deduction shall be effective as of the date set forth
above.
WITNESSES: THE PEOPLES BANK & TRUST COMPANY
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxx Xxxxx
/s/ X. Xxxxxxxx XxXxxx Its: Plan Administrator
Date: April 10, 2003
43
EGTRRA
AMENDMENT TO THE
THE PEOPLES BANK AND TRUST COMPANY 401(K) PLAN
EGTRRA - Employer
ARTICLE I
PREAMBLE
1.1 Adoption and effective date of amendment. This amendment of the plan is
adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good
faith compliance with the requirements of EGTRRA and is to be construed in
accordance with EGTRRA and guidance issued thereunder. Except as otherwise
provided, this amendment shall be effective as of the first day of the
first plan year beginning after December 31, 2001.
1.2 Supersession of inconsistent provisions. This amendment shall supersede the
provisions of the plan to the extent those provisions are inconsistent with
the provisions of this amendment.
ARTICLE II
ADOPTION AGREEMENT ELECTIONS
The questions in this Article II only need to be completed in order to
override the default provisions set forth below. If all of the default
provisions will apply, then these questions should be skipped.
Unless the employer elects otherwise in this Article II, the following
defaults apply:
1) The vesting schedule for matching contributions will be a 6 year
graded schedule (if the plan currently has a graded schedule that does
not satisfy EGTRRA) or a 3 year cliff schedule (if the plan currently
has a cliff schedule that does not satisfy EGTRRA), and such schedule
will apply to all matching contributions (even those made prior to
2002).
2) Rollovers are automatically excluded in determining whether the $5,000
threshold has been exceeded for automatic cash-outs (if the plan is
not subject to the qualified joint and survivor annuity rules and
provides for automatic cash-outs). This is applied to all participants
regardless of when the distributable event occurred.
3) The suspension period after a hardship distribution is made will be 6
months and this will only apply to hardship distributions made after
2001.
4) Catch-up contributions will be allowed.
5) For target benefit plans, the increased compensation limit of $200,000
will be applied retroactively (i.e., to years prior to 2002).
2.1 Vesting Schedule for Matching Contributions
If there are matching contributions subject to a vesting schedule that does
not satisfy EGTRRA, then unless otherwise elected below, for participants
who complete an hour of service in a plan year beginning after December 31,
2001, the following vesting schedule will apply to all matching
contributions subject to a vesting schedule:
If the plan has a graded vesting schedule (i.e., the vesting schedule
includes a vested percentage that is more than 0% and less than 100%) the
following will apply:
Years of vesting service Nonforfeitable percentage
2 20%
3 40%
4 60%
5 80%
6 100%
If the plan does not have a graded vesting schedule, then matching
contributions will be nonforfeitable upon the completion of 3 years of
vesting service.
In lieu of the above vesting schedule, the employer elects the following
schedule:
a. [ ] 3 year cliff (a participant's accrued benefit derived from
employer matching contributions shall be nonforfeitable upon the
participant's completion of three years of vesting service).
b. [ ] 6 year graded schedule (20% after 2 years of vesting service and an
additional 20% for each year thereafter).
c. [ ] Other (must be at least as liberal as a. or the b. above):
Years of vesting service Nonforfeitable percentage
________ _________%
________ _________%
________ _________%
________ _________%
________ _________%
1
The vesting schedule set forth herein shall only apply to participants who
complete an hour of service in a plan year beginning after December 31,
2001, and, unless the option below is elected, shall apply to all matching
contributions subject to a vesting schedule.
d. [ ] The vesting schedule will only apply to matching contributions made
in plan years beginning after December 31, 2001 (the prior schedule
will apply to matching contributions made in prior plan years).
2.2 Exclusion of Rollovers in Application of Involuntary Cash-out Provisions
(for profit sharing and 401(k) plans only). If the plan is not subject to
the qualified joint and survivor annuity rules and includes involuntary
cash-out provisions, then unless one of the options below is elected,
effective for distributions made after December 31, 2001, rollover
contributions will be excluded in determining the value of the
participant's nonforfeitable account balance for purposes of the plan's
involuntary cash-out rules.
a. [ ] Rollover contributions will not be excluded.
b. [ ] Rollover contributions will be excluded only with respect to
distributions made after ___________. (Enter a date no earlier than
December 31, 2001.)
c. [ ] Rollover contributions will only be excluded with respect to
participants who separated from service after ___________. (Enter a
date. The date may be earlier than December 31, 2001.)
2.3 Suspension period of hardship distributions. If the plan provides for
hardship distributions upon satisfaction of the safe harbor (deemed)
standards as set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then,
unless the option below is elected, the suspension period following a
hardship distribution shall only apply to hardship distributions made after
December 31, 2001.
[ ] With regard to hardship distributions made during 2001, a participant
shall be prohibited from making elective deferrals and employee
contributions under this and all other plans until the later of
January 1, 2002, or 6 months after receipt of the distribution.
2.4 Catch-up contributions (for 401(k) profit sharing plans only): The plan
permits catch-up contributions (Article VI) unless the option below is
elected.
[ ] The plan does not permit catch-up contributions to be made.
2.5 For target benefit plans only: The increased compensation limit ($200,000
limit) shall apply to years prior to 2002 unless the option below is
elected.
[ ] The increased compensation limit will not apply to years prior to
2002.
ARTICLE III
VESTING OF MATCHING CONTRIBUTIONS
3.1 Applicability. This Article shall apply to participants who complete an
Hour of Service after December 31, 2001, with respect to accrued benefits
derived from employer matching contributions made in plan years beginning
after December 31, 2001. Unless otherwise elected by the employer in
Section 2.1 above, this Article shall also apply to all such participants
with respect to accrued benefits derived from employer matching
contributions made in plan years beginning prior to January 1, 2002.
3.2 Vesting schedule. A participant's accrued benefit derived from employer
matching contributions shall vest as provided in Section 2.1 of this
amendment.
ARTICLE IV
INVOLUNTARY CASH-OUTS
4.1 Applicability and effective date. If the plan provides for involuntary
cash-outs of amounts less than $5,000, then unless otherwise elected in
Section 2.2 of this amendment, this Article shall apply for distributions
made after December 31, 2001, and shall apply to all participants. However,
regardless of the preceding, this Article shall not apply if the plan is
subject to the qualified joint and survivor annuity requirements of
Sections 401(a)(11) and 417 of the Code.
4.2 Rollovers disregarded in determining value of account balance for
involuntary distributions. For purposes of the Sections of the plan that
provide for the involuntary distribution of vested accrued benefits of
$5,000 or less, the value of a participant's nonforfeitable account balance
shall be determined without regard to that portion of the account balance
that is attributable to rollover contributions (and earnings allocable
thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8),
408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of the
participant's nonforfeitable account balance as so determined is $5,000 or
less, then the plan shall immediately distribute the participant's entire
nonforfeitable account balance.
ARTICLE V
HARDSHIP DISTRIBUTIONS
5.1 Applicability and effective date. If the plan provides for hardship
distributions upon satisfaction of the safe harbor (deemed) standards as
set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then this Article
shall apply for calendar years beginning after 2001.
5.2 Suspension period following hardship distribution. A participant who
receives a distribution of elective deferrals after December 31, 2001, on
account of hardship shall be prohibited from making elective deferrals and
employee contributions under this and all other plans of the employer for 6
months after receipt of the distribution. Furthermore, if elected by the
employer in Section 2.3 of this amendment, a participant who receives a
distribution of elective deferrals in calendar year 2001 on account of
hardship shall be prohibited from making elective deferrals and employee
contributions under this and all other plans until the later of January 1,
2002, or 6 months after receipt of the distribution.
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ARTICLE VI
CATCH-UP CONTRIBUTIONS
Catch-up Contributions. Unless otherwise elected in Section 2.4 of this
amendment, all employees who are eligible to make elective deferrals under this
plan and who have attained age 50 before the close of the plan year shall be
eligible to make catch-up contributions in accordance with, and subject to the
limitations of, Section 414(v) of the Code. Such catch-up contributions shall
not be taken into account for purposes of the provisions of the plan
implementing the required limitations of Sections 402(g) and 415 of the Code.
The plan shall not be treated as failing to satisfy the provisions of the plan
implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.
ARTICLE VII
INCREASE IN COMPENSATION LIMIT
Increase in Compensation Limit. The annual compensation of each participant
taken into account in determining allocations for any plan year beginning after
December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living
increases in accordance with Section 401(a)(17)(B) of the Code. Annual
compensation means compensation during the plan year or such other consecutive
12- month period over which compensation is otherwise determined under the plan
(the determination period). If this is a target benefit plan, then except as
otherwise elected in Section 2.5 of this amendment, for purposes of determining
benefit accruals in a plan year beginning after December 31, 2001, compensation
for any prior determination period shall be limited to $200,000. The
cost-of-living adjustment in effect for a calendar year applies to annual
compensation for the determination period that begins with or within such
calendar year.
ARTICLE VIII
PLAN LOANS
Plan loans for owner-employees or shareholder-employees. If the plan permits
loans to be made to participants, then effective for plan loans made after
December 31, 2001, plan provisions prohibiting loans to any owner-employee or
shareholder-employee shall cease to apply.
ARTICLE IX
LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)
9.1 Effective date. This Section shall be effective for limitation years
beginning after December 31, 2001.
9.2 Maximum annual addition. Except to the extent permitted under Article VI of
this amendment and Section 414(v) of the Code, if applicable, the annual
addition that may be contributed or allocated to a participant's account
under the plan for any limitation year shall not exceed the lesser of:
a. $40,000, as adjusted for increases in the cost-of-living under Section
415(d) of the Code, or
b. 100 percent of the participant's compensation, within the meaning of
Section 415(c)(3) of the Code, for the limitation year.
The compensation limit referred to in b. shall not apply to any
contribution for medical benefits after separation from service (within the
meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is
otherwise treated as an annual addition.
ARTICLE X
MODIFICATION OF TOP-HEAVY RULES
10.1 Effective date. This Article shall apply for purposes of determining
whether the plan is a top-heavy plan under Section 416(g) of the Code for
plan years beginning after December 31, 2001, and whether the plan
satisfies the minimum benefits requirements of Section 416(c) of the Code
for such years. This Article amends the top-heavy provisions of the plan.
10.2 Determination of top-heavy status.
10.2.1 Key employee. Key employee means any employee or former employee
(including any deceased employee) who at any time during the plan year that
includes the determination date was an officer of the employer having
annual compensation greater than $130,000 (as adjusted under Section
416(i)(1) of the Code for plan years beginning after December 31, 2002), a
5-percent owner of the employer, or a 1-percent owner of the employer
having annual compensation of more than $150,000. For this purpose, annual
compensation means compensation within the meaning of Section 415(c)(3) of
the Code. The determination of who is a key employee will be made in
accordance with Section 416(i)(1) of the Code and the applicable
regulations and other guidance of general applicability issued thereunder.
10.2.2 Determination of present values and amounts. This Section 10.2.2 shall
apply for purposes of determining the present values of accrued benefits
and the amounts of account balances of employees as of the determination
date.
a. Distributions during year ending on the determination date. The
present values of accrued benefits and the amounts of account balances
of an employee as of the determination date shall be increased by the
distributions made with respect to the employee under the plan and any
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plan aggregated with the plan under Section 416(g)(2) of the Code
during the 1-year period ending on the determination date. The
preceding sentence shall also apply to distributions under a
terminated plan which, had it not been terminated, would have been
aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In
the case of a distribution made for a reason other than separation
from service, death, or disability, this provision shall be applied by
substituting "5-year period" for "1-year period."
b. Employees not performing services during year ending on the
determination date. The accrued benefits and accounts of any
individual who has not performed services for the employer during the
1-year period ending on the determination date shall not be taken into
account.
10.3 Minimum benefits.
10.3.1 Matching contributions. Employer matching contributions shall be taken
into account for purposes of satisfying the minimum contribution
requirements of Section 416(c)(2) of the Code and the plan. The preceding
sentence shall apply with respect to matching contributions under the plan
or, if the plan provides that the minimum contribution requirement shall be
met in another plan, such other plan. Employer matching contributions that
are used to satisfy the minimum contribution requirements shall be treated
as matching contributions for purposes of the actual contribution
percentage test and other requirements of Section 401(m) of the Code.
10.3.2 Contributions under other plans. The employer may provide, in an addendum
to this amendment, that the minimum benefit requirement shall be met in
another plan (including another plan that consists solely of a cash or
deferred arrangement which meets the requirements of Section 401(k)(12) of
the Code and matching contributions with respect to which the requirements
of Section 401(m)(11) of the Code are met). The addendum should include the
name of the other plan, the minimum benefit that will be provided under
such other plan, and the employees who will receive the minimum benefit
under such other plan.
ARTICLE XI
DIRECT ROLLOVERS
11.1 Effective date. This Article shall apply to distributions made after
December 31, 2001.
11.2 Modification of definition of eligible retirement plan. For purposes of the
direct rollover provisions of the plan, an eligible retirement plan shall
also mean an annuity contract described in Section 403(b) of the Code and
an eligible plan under Section 457(b) of the Code which is maintained by a
state, political subdivision of a state, or any agency or instrumentality
of a state or political subdivision of a state and which agrees to
separately account for amounts transferred into such plan from this plan.
The definition of eligible retirement plan shall also apply in the case of
a distribution to a surviving spouse, or to a spouse or former spouse who
is the alternate payee under a qualified domestic relation order, as
defined in Section 414(p) of the Code.
11.3 Modification of definition of eligible rollover distribution to exclude
hardship distributions. For purposes of the direct rollover provisions of
the plan, any amount that is distributed on account of hardship shall not
be an eligible rollover distribution and the distributee may not elect to
have any portion of such a distribution paid directly to an eligible
retirement plan.
11.4 Modification of definition of eligible rollover distribution to include
after-tax employee contributions. For purposes of the direct rollover
provisions in the plan, a portion of a distribution shall not fail to be an
eligible rollover distribution merely because the portion consists of
after-tax employee contributions which are not includible in gross income.
However, such portion may be transferred only to an individual retirement
account or annuity described in Section 408(a) or (b) of the Code, or to a
qualified defined contribution plan described in Section 401(a) or 403(a)
of the Code that agrees to separately account for amounts so transferred,
including separately accounting for the portion of such distribution which
is includible in gross income and the portion of such distribution which is
not so includible.
ARTICLE XII
ROLLOVERS FROM OTHER PLANS
Rollovers from other plans. The employer, operationally and on a
nondiscriminatory basis, may limit the source of rollover contributions that may
be accepted by this plan.
ARTICLE XIII
REPEAL OF MULTIPLE USE TEST
Repeal of Multiple Use Test. The multiple use test described in Treasury
Regulation Section 1.401(m)-2 and the plan shall not apply for plan years
beginning after December 31, 2001.
ARTICLE XIV
ELECTIVE DEFERRALS
14.1 Elective Deferrals - Contribution Limitation. No participant shall be
permitted to have elective deferrals made under this plan, or any other
qualified plan maintained by the employer during any taxable year, in
excess of the dollar limitation contained in Section 402(g) of the Code in
effect for such taxable year, except to the extent permitted under Article
VI of this amendment and Section 414(v) of the Code, if applicable.
14.2 Maximum Salary Reduction Contributions for SIMPLE plans. If this is a
SIMPLE 401(k) plan, then except to the extent permitted under Article VI of
this amendment and Section 414(v) of the Code, if applicable, the maximum
salary reduction contribution that can be made to this plan is the amount
determined under Section 408(p)(2)(A)(ii) of the Code for the calendar
year.
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ARTICLE XV
SAFE HARBOR PLAN PROVISIONS
Modification of Top-Heavy Rules. The top-heavy requirements of Section 416 of
the Code and the plan shall not apply in any year beginning after December 31,
2001, in which the plan consists solely of a cash or deferred arrangement which
meets the requirements of Section 401(k)(12) of the Code and matching
contributions with respect to which the requirements of Section 401(m)(11) of
the Code are met.
ARTICLE XVI
DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT
16.1 Effective date. This Article shall apply for distributions and transactions
made after December 31, 2001, regardless of when the severance of
employment occurred.
16.2 New distributable event. A participant's elective deferrals, qualified
nonelective contributions, qualified matching contributions, and earnings
attributable to these contributions shall be distributed on account of the
participant's severance from employment. However, such a distribution shall
be subject to the other provisions of the plan regarding distributions,
other than provisions that require a separation from service before such
amounts may be distributed.
This amendment has been executed this 7th day of April, 2003.
Name of Employer: The Peoples Bank & Trust Company
By: /s/ Xxxxxx Xxx Xxxxx
-------------------------------------
EMPLOYER
Name of Plan: The Peoples Bank and Trust Company 401(k) Plan
