1
Exhibit 4(b)
THE FIFTH THIRD BANK
PROTOTYPE PROFIT SHARING PLAN #003
ADOPTION AGREEMENT
(STANDARDIZED-PAIRED)
CINCINNATI FINANCIAL CORPORATION
TAX-QUALIFIED SAVINGS PLAN
--------------------------
(FILL IN NAME OF PLAN)
The Plan and Trust consist of:
o This Adoption Agreement
o The Fifth Third Bank Basic Prototype Plan Document #01
o The Fifth Third Bank Prototype Trust Agreement
IRS Opinion Letter Serial Number: D247435b
2
INSTRUCTIONS AND PROTOTYPE INFORMATION
1. INSTRUCTIONS. For each item in this Adoption Agreement:
(a) if there are boxes, then, except as otherwise noted, check
one box; and
(b) fill in any blank lines (other than blanks applicable to
unchecked boxes).
FAILURE TO PROPERLY FILL OUT THIS ADOPTION AGREEMENT MAY
RESULT IN DISQUALIFICATION OF THE PLAN.
2. NEED TO APPLY TO THE IRS. The Fifth Third Bank recommends that
an adopting Employer apply to the appropriate Key District
Office of the Internal Revenue Service for a determination
that the Plan is qualified under section 401 of the Internal
Revenue Code unless the Employer is entitled to rely on the
opinion letter issued by the National Office of the IRS with
respect to this prototype plan (see Reliance section of this
Adoption Agreement).
3. PAIRED PLANS. The Fifth Third Bank Prototype Money Purchase
Xxxxxxx Xxxx #000 xx #000, but only one of them, may be
adopted as a "paired plan."
INSTRUCTIONS AND PROTOTYPE INFORMATION
3
EMPLOYER INFORMATION
EMPLOYER: Cincinnati Financial Corporation
ADDRESS: 0000 Xxxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000
EMPLOYER IDENTIFICATION NUMBER: 00-0000000
EMPLOYER'S FISCAL YEAR END: 12/31
NATURE OF EMPLOYER:
[X] Corporation other than S Corporation [ ] S Corporation
[ ] Sole Proprietor [ ] Partnership
Nature of Business (if not incorporated):
_____________
__________________________________________________________________
[ ] Tax-exempt Organization [ ] Governmental
[ ] Other ______________________________________________________
The following additional Employers related to the above Employer also adopt the
Plan (use additional pages, if necessary):
CFC Investment Company
The Cincinnati Insurance Company
The Cincinnati Life Insurance Company
The Cincinnati Casualty Company
The Cincinnati Indemnity Company
(A related Employer can adopt the Plan later than the "Effective Date" (below)
by attaching a separate page to this Adoption Agreement reflecting its adoption
of the Plan and the effective date of its adoption.)
EMPLOYER INFORMATION
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BASIC PLAN INFORMATION
1. PLAN STATUS AND EFFECTIVE DATE. This Plan:
[ ] is a new Plan with an "Effective Date" of
_____________________ ; or
[X] is a complete amendment and restatement of an existing
Plan. (If selected, complete each of the following.)
o The "Effective Date" of the amendment and
restatement is July 1, 1997 (not earlier
than the first day of the first Plan Year
beginning on or after January 1, 1989).
o The original effective date for the Plan was
January 1, 1996.
o The Fifth Third Bank (or its authorized
affiliate):
[X] was the Trustee on the "Effective Date;" or
[ ] shall become the Trustee on
_________________; and prior to that date,
the Trustee(s) since the "Effective Date" was
(were):
____________________________________________
____________________________________________
2. PLAN NUMBER. The Plan number (three digits) of the Plan is
002.
3. PLAN YEAR. The "Plan Year" is the 12-consecutive month period
beginning on January 1 and on each anniversary thereof.
4. LIMITATION YEAR. The "Limitation Year" is the 12-consecutive
month period beginning on January 1 and on each anniversary
thereof.
5. PLAN ADMINISTRATOR. The Administrator is:
[X] the Employer; or
[ ]
_______________________
o The Administrator's telephone number is:
(000) 000-0000.
BASIC PLAN INFORMATION
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5
6. MAINTENANCE OF ACCOUNTS. The Trustee shall have the
ministerial function of maintaining Participants' Accounts in
accordance with information, interpretations, and directions
from the Administrator.
[X] Yes
[ ] No
BASIC PLAN INFORMATION
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TYPE OF PLAN AND AUTHORIZED CONTRIBUTIONS
7. TYPE OF PLAN:
[ ] PROFIT SHARING ONLY. This Plan permits discretionary
(profit sharing) contributions but has no Section
401(k) feature (skip Items 13-23); or
[X] 401(k) ONLY. This Plan has a Section 401(k) feature
but does not provide for discretionary (profit
sharing) contributions (except for any required
minimum top-heavy contributions) (skip Items 24-28);
or
[ ] PROFIT SHARING AND 401(k). This Plan permits
discretionary (profit sharing) contributions and also
has a Section 401(k) feature; or
[ ] TAX-EXEMPT EMPLOYER'S 403(b) MATCH. This Plan permits
the tax-exempt Employer to make matching
contributions based on Employee salary reduction
contributions pursuant to Section 403(b)
arrangements.
[ ] PROFIT SHARING FEATURE. This Plan also permits the
tax-exempt Employer to make discretionary (profit
sharing) contributions.
[ ] Yes (complete Items 24-28)
[ ] No (skip Items 24-28)
8. VOLUNTARY (AFTER-TAX) PARTICIPANT CONTRIBUTIONS. Voluntary
(after-tax) Participant contributions are:
[X] not permitted; or
[ ] permitted on a nondeductible basis only. (If
voluntary Participant contributions are permitted,
then Item 6 must be answered "Yes" if a Section
401(k) feature is not a part of the Plan.)
9. ROLLOVER CONTRIBUTIONS:
[X] BY PARTICIPANTS AND ELIGIBLE EMPLOYEES. The Plan
shall accept rollover contributions from Participants
(and Eligible Employees prior to becoming
Participants); or
[ ] BY PARTICIPANTS ONLY. The Plan shall accept rollover
contributions from Participants (but not from
Eligible Employees prior to becoming Participants);
or
TYPE OF PLAN AND AUTHORIZED CONTRIBUTIONS
PAGE 5
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[ ] NOT PERMITTED. The Plan shall not accept rollover
contributions from Participants or Eligible
Employees.
TYPE OF PLAN AND AUTHORIZED CONTRIBUTIONS
PAGE 6
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ELIGIBILITY
10. ELIGIBLE EMPLOYEE. "Eligible Employee" means any employee of
the Employer, any employee of any other employer required to
be aggregated under section 414(b), (c), (m) or (o) of the
Code, or any individual deemed under section 414(n) of the
Code to be an employee of the Employer or any such employer.
(All aggregated Employers should adopt this Plan by executing
the Adoption Agreement.)
Note: Employees subject to a collective bargaining agreement
not providing for their coverage by this Plan shall not be
considered Eligible Employees. Nonresident aliens with no US
source income shall not be considered Eligible Employees.
(See Section 1.19 of the Plan.)
11. ENTRY DATE. "Entry Date" means the Effective Date if the Plan
is a new plan and also means each of the following occurring
on or after the Effective Date:
[ ] each _____ (either the first day or last day of the
Plan Year) and ____ (the date six months after the
other Entry Date); or
[ ] the date on which the Employee satisfies the
eligibility age and service requirements; or
[ ] the first day of each month; or
[X] the first day of each Plan Year quarter.
12. AGE AND SERVICE REQUIREMENTS. The eligibility age and service
requirements are (complete all blanks; specify "0" if there
is no requirement):
(a) for a person who is an Eligible Employee on the
Effective Date:
(1) attainment of age 21 and
(2) completion of 0 Years of Service;
(b) for a person who is not an Eligible Employee on the
Effective Date:
(1) attainment of age 21 and
(2) completion of 0 Years of Service.
(Note: The age requirement cannot be greater than 21. The
service requirement cannot exceed 1 year, except that up to
2 years may be required if the Plan provides for full
vesting after not more than 2 Years of Service and a Section
401(k) feature is not adopted. If a fractional Year of
Service is specified, an Employee will not be
ELIGIBILITY
PAGE 7
9
required to complete any specified number of Hours of Service
to receive credit for such fractional year.)
ELIGIBILITY
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10
SECTION 401(k) FEATURE
(THE FOLLOWING ITEMS 13 THROUGH 23 SHOULD BE COMPLETED ONLY IF
A SECTION 401(k) FEATURE IS PART OF THE PLAN PURSUANT TO ITEM 7.
A TAX-EXEMPT EMPLOYER MATCHING 403(b) SALARY REDUCTION AMOUNTS
PURSUANT TO ITEM 7 SHOULD COMPLETE ITEMS 21 THROUGH 23. OTHERWISE,
SKIP TO ITEM 24.)
13. TYPES OF SECTION 401(k) CONTRIBUTIONS. In addition to Section
401(k) elective deferrals, the Plan shall allow the Employer
to make the following types of contributions in connection
with its Section 401(k) feature: (Select all that apply.)
[X] QNECS. This Plan permits the Employer to make
qualified nonelective contributions (which are fully
vested and subject to the 401(k) distribution
limitations) to be taken into account in determining
the Actual Deferral Percentage.
[ ] QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP. This
Plan permits the Employer to make qualified matching
contributions (which are fully vested and subject to
the 401(k) distribution limitations) to be taken into
account in determining the Actual Deferral
Percentage.
[ ] MATCHING CONTRIBUTIONS SUBJECT TO ACP. This Plan
permits the Employer to make matching contributions
to the Employer Matching Accounts (which are subject
to the vesting schedule selected in Item 41) to be
taken into account in determining the Actual
Contribution Percentage.
SECTION 401(k) FEATURE
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SECTION 401(k) FEATURE
ELECTIVE DEFERRALS
14. LIMITATIONS ON ELECTIVE DEFERRALS.
(a) PLAN YEAR LIMITATIONS. (Select only one and complete
as necessary.)
[ ] A Participant's elective deferrals for a
Plan Year may not exceed the lesser of ___%
of his Compensation for the Plan Year or
$______; or
[ ] No Plan Year limitations other than those
otherwise imposed under the Plan; or
[X] The Administrator may set a maximum and/or
minimum limit (which may change from time to
time) to be applied uniformly to the
Participants on the percentage or dollar
amount of a Participant's Compensation that
may be reduced for any Plan Year under a
salary reduction election hereunder.
(b) PAY PERIOD LIMITATION. (Select only one and complete
as necessary.)
[ ] A Participant's salary reductions for a pay
period or with respect to a bonus or other
special payment may not exceed the lesser of
___% of his Compensation otherwise payable
for such pay period or as a bonus or special
payment or $______; or
[ ] No pay period limitations other than those
otherwise imposed under the Plan or the law;
or
[X] The Administrator may set a maximum and/or
minimum limit (which may change from time to
time) to be applied uniformly to the
Participants on the percentage or dollar
amount of a Participant's Compensation that
may be reduced under a salary reduction
agreement hereunder for any pay period or
for a bonus or special payment.
15. ELECTION, CHANGE AND TERMINATION OF SALARY DEFERRALS.
(a) ELECTIONS. A Participant may enter (or re-enter
following a termination under (d) below) into a
salary reduction agreement by providing the
prescribed election form to the Employer on or before
one of the following applicable dates and the
election shall become effective as soon after the
applicable date
SECTION 401(k) FEATURE
ELECTIVE DEFERRALS
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12
coinciding with or first following the Employer's
receipt of the Participant's election form as is
administratively feasible: (Select only one of the
following and complete as necessary.)
[ ] Each of the following dates: (Fill in one or
more dates during a year.)
_________________________________________
___________________________________________;
or
[ ] Any time; or
[X] Such dates (at least one each calendar year)
as may be prescribed by the Administrator
from time to time.
(b) CHANGES. A Participant may change a salary reduction
agreement by providing the prescribed election form
to the Administrator on or before one of the
following applicable dates and the change shall
become effective as soon after the applicable date
coinciding with or first following the
Administrator's receipt of the Participant's election
form as is administratively feasible: (Select only
one of the following and complete as necessary.)
[ ] Each of the following dates: (Fill in one or
more dates during a year.)
______________________________________; or
[ ] Any time; or
[X] Such dates (at least one each calendar year)
as may be prescribed by the Administrator
from time to time.
(c) LIMIT ON NUMBER OF CHANGES. A Participant may make
changes to his salary reduction agreement no more
frequently than: (Select only one of the following
and complete as necessary.)
[ ] __times per Plan Year (Fill in number (at
least one)); or
[X] The Administrator may prescribe limits from
time to time on the number of changes that
can be made per Plan Year, provided that at
least one change shall be permitted each
Plan Year.
(d) TERMINATIONS. A Participant may terminate a salary
reduction agreement by providing the prescribed
election form to the Administrator at any time and
the termination shall become effective as soon after
the Administrator's receipt of the Participant's
election form as is administratively feasible.
SECTION 401(k) FEATURE
ELECTIVE DEFERRALS
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(e) SPECIAL BONUS ELECTIONS. The Administrator may allow
Participants to enter special salary reduction
agreements effective only with respect to the next
bonus or other special payment due and payable after
the Administrator's receipt of the election form.
[X] Yes ("Yes" may not be elected if bonuses are
excluded from the definition of Compensation
under Item 32 of the Adoption Agreement.)
[ ] No
Pre-existing salary reduction elections under (a) and (b) above
shall not be affected by a special election hereunder and a
special election hereunder shall be disregarded for purposes of
(c), (d) and (e) above.
SECTION 401(k) FEATURE
ELECTIVE DEFERRALS
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SECTION 401(k) FEATURE
QNECS
(THE FOLLOWING ITEMS 16 AND 17 SHOULD BE COMPLETED ONLY IF THE
BOX IN ITEM 13 ENTITLED "QNECS" IS SELECTED.)
16. QNEC ALLOCATION METHOD AND AMOUNT. The Employer shall be
authorized to make annual qualified nonelective contributions
to the Plan to the Nonelective Contribution Accounts for
allocation as follows: (Select (a) and/or (b) and complete.
An Employer may elect to make contributions under one or both
QNEC allocation methods.)
(a) [X] proportionate to the Compensation for the
Plan Year of all Participants eligible under
Item 17 below and in the following amount:
(Select one and complete.)
[ ] ___% of the Compensation of all
Participants who are entitled under
Item 17 below to receive an
allocation for the Plan Year; or
[X] such other amount (if any) as may be
properly determined by the Employer
for such Plan Year.
(b) [X] an equal flat dollar amount for each
Participant eligible under Item 17 below in
the following amount: (Select one and
complete.)
[ ] $______ for each Participant who is
entitled under Item 17 below to
receive an allocation for the Plan
Year; or
[X] such other flat dollar amount (if
any) as may be properly determined
by the Employer for such Plan Year.
17. PARTICIPANTS ENTITLED TO RECEIVE A QNEC.
(a) "HIGHLY COMPENSATED" STATUS. (Select only one.)
[ ] Only Participants who are Non-highly
Compensated Employees eligible under (b) or
(c) below shall be entitled to share in the
Employer contribution under Item 16 to the
Nonelective Contribution Accounts for a Plan
Year; or
SECTION 401(k) FEATURE
QNECS
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15
[ ] All Participants who are eligible under (b)
or (c) below shall be entitled to share in
the Employer contribution under Item 16 to
the Nonelective Contribution Accounts for a
Plan Year; or
[X] On a year to year basis, the Administrator
shall determine whether all Participants
eligible under (b) or (c) below or only
those Participants who are Non-highly
Compensated Employees eligible under (b) or
(c) below shall be entitled to share in the
Employer contribution under Item 16 to the
Nonelective Contribution Accounts for the
Plan Year.
(b) EMPLOYMENT STATUS. A Participant eligible under (a)
above shall be entitled to share in the Employer
contribution under Item 16 to the Nonelective
Contribution Accounts for a Plan Year if: (Select
only one.)
[ ] he is an Eligible Employee at any time
during the Plan Year;
[ ] he is an Eligible Employee on the last day
of the Plan Year;
[ ] he receives credit for at least 500 Hours of
Service during the Plan Year or he is an
Eligible Employee on the last day of the
Plan Year;
[ ] he receives credit for at least 1,000 Hours
of Service during the Plan Year, regardless
of whether he is an Eligible Employee on the
last day of the Plan Year; or
[X] he receives credit for at least 1,000 Hours
of Service during the Plan Year and he is an
Eligible Employee on the last day of the
Plan Year.
(c) CERTAIN FORMER EMPLOYEES. In addition, a Participant
eligible under (a) above who has Compensation for a
Plan Year shall be entitled to share in such Employer
contribution for such Plan Year if he is on an
approved leave of absence at the end of such Plan
Year or if his employment by the Employer terminates
during such Plan Year on account of death,
Disability, retirement at or after Normal Retirement
Age, or (if provided for in Item 40) early
retirement.
[X] Yes
[ ] No
SECTION 401(k) FEATURE
QNECS
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SECTION 401(k) FEATURE
QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP
(THE FOLLOWING ITEMS 18 THROUGH 20 SHOULD BE COMPLETED ONLY IF
THE BOX IN ITEM 13 ENTITLED "QUALIFIED MATCHING CONTRIBUTIONS
SUBJECT TO ADP" IS SELECTED.)
18. QUALIFIED MATCHING CONTRIBUTIONS ALLOCATION METHOD AND
AMOUNT. The Employer shall be authorized to make matching
contributions to the Nonelective Contribution Accounts of
those Participants who both make elective deferrals hereunder
for the Plan Year and who are entitled under Item 19 below to
receive this type of matching contribution for the year for
allocation as follows: (Select any that apply and complete. An
Employer may elect to make more than one type of matching
contribution selecting more than one of the following
options.)
(a) [ ] As a percentage of Participants' Section
401(k) elective deferrals;
(b) [ ] Proportionate to the Compensation for the
Plan Year of all Participants who are
entitled to this type of matching
contribution for the Plan Year, in the
following amount: (Select one and complete.)
[ ] ___% of the Compensation of all
Participants who are entitled to
receive this type of matching
contribution for the Plan Year; or
[ ] such other amount (if any) as may be
properly determined by the Employer
for such Plan Year;
[ ] An equal flat dollar amount for each
Participant who is entitled to this type of
matching contribution for the Plan Year in
the following amount: (Select one and
complete.)
[ ] $______ for each Participant who is
entitled to receive this type of
matching contribution for the Plan
Year; or
[ ] such other flat dollar amount (if
any) as may be properly determined
by the Employer for such Plan Year.
19. PARTICIPANTS ENTITLED TO RECEIVE A QUALIFIED MATCHING
CONTRIBUTION.
(a) "HIGHLY COMPENSATED" STATUS. (Select only one.)
SECTION 401(k) FEATURE
QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP
PAGE 15
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[ ] Only Participants who are Non-highly
Compensated Employees eligible under (b) or
(c) below (and who make elective deferrals
hereunder for the Plan Year) shall be
entitled to receive the qualified matching
contribution under Item 18 to the
Nonelective Contribution Accounts for a Plan
Year; or
[ ] All Participants who are eligible under (b)
or (c) below (and who make elective
deferrals hereunder for the Plan Year) shall
be entitled to receive the qualified
matching contribution under Item 18 to the
Nonelective Contribution Accounts for a Plan
Year; or
[ ] On a year to year basis, the Administrator
shall determine whether all Participants
eligible under (b) or (c) below or only
those Participants who are Non-highly
Compensated Employees eligible under (b) or
(c) below (and who make elective deferrals
hereunder for the Plan Year) shall be
entitled to receive the qualified matching
contribution under Item 18 to the
Nonelective Contribution Accounts for the
Plan Year.
(b) EMPLOYMENT STATUS. A Participant eligible under (a)
above shall be entitled to receive a qualified
matching contribution under Item 18 to the
Nonelective Contribution Account for a Plan Year if:
(Select only one.)
[ ] he is an Eligible Employee at any time
during the Plan Year;
[ ] he is an Eligible Employee on the last day
of the Plan Year;
[ ] he receives credit for at least 500 Hours of
Service during the Plan Year or he is an
Eligible Employee on the last day of the
Plan Year;
[ ] he receives credit for at least 1,000 Hours
of Service during the Plan Year, regardless
of whether he is an Eligible Employee on the
last day of the Plan Year; or
[ ] he receives credit for at least 1,000 Hours
of Service during the Plan Year and he is an
Eligible Employee on the last day of the
Plan Year.
(c) CERTAIN FORMER EMPLOYEES. In addition, a Participant
eligible under (b) above who makes elective deferrals
for the Plan Year shall be entitled to receive such a
qualified matching contribution for such Plan Year if
he is on an approved leave of absence at the end of
such Plan Year or if his employment by the Employer
terminates during such Plan Year on account of death,
Disability, retirement at or after Normal Retirement
Age, or (if provided for in Item 40) early
retirement.
SECTION 401(k) FEATURE
QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP
PAGE 16
18
[ ] Yes
[ ] No
20. MATCHES AS A PERCENTAGE OF ELECTIVE DEFERRALS. (Complete this
Item only if box (a) under Item 18 is selected.)
(a) AMOUNT. Subject to (b) and (c) below, the Employer's
annual qualified matching contribution (if any) to
the Plan to the Nonelective Contribution Account of
each Participant entitled to receive this type of
matching contribution for the Plan Year shall be an
amount equal to: (Select only one and complete as
necessary.)
[ ] ___% of the Participant's elective deferrals
hereunder for the Plan Year not in excess of
% of the Participant's Compensation for the
Plan Year; or
[ ] ___% of the portion of the Participant's
elective deferrals hereunder for the Plan
Year not in excess of ___% of the
Participant's Compensation for the Plan Year
plus ___% (must be less than first tier
match) of the portion of the Participant's
elective deferrals hereunder for the Plan
Year in excess of that amount but not in
excess of ___% of the Participant's
Compensation for the Plan Year; or
[ ] such other percentage of such portion of the
Participant's elective deferrals hereunder
for the Plan Year as may be properly
determined by the Administrator for such
Plan Year and applied uniformly with respect
to those Participants entitled to receive
this type of matching contribution
hereunder.
(b) PAY PERIOD LIMITATIONS. The same percentage-of-
Compensation limitations specified under (a) above
also shall be applied on a pay period basis (and with
respect to bonuses or other special payments) such
that the Employer's qualified matching contributions
shall be with respect to only such percentage of
Compensation otherwise payable for a pay period (or
as a bonus or other special payment).
[ ] Yes
[ ] No
(c) BONUSES SUBJECT TO MATCH. Elective deferrals with
respect to bonuses or other special payments shall be
matched to the same extent and subject to the same
limitations as any other part of a Participant's
Compensation.
SECTION 401(k) FEATURE
QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP
PAGE 17
19
[ ] Yes -- elective deferrals with respect to
bonuses and special payments shall be
matched
[ ] No -- elective deferrals with respect to
bonuses and special payments shall not be
matched
SECTION 401(k) FEATURE
QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP
PAGE 18
20
SECTION 401(k) FEATURE
MATCHING CONTRIBUTIONS SUBJECT TO ACP
(THE FOLLOWING ITEMS 21 THROUGH 23 SHOULD BE COMPLETED ONLY IF
THE BOX IN ITEM 13 ENTITLED "MATCHING CONTRIBUTIONS SUBJECT TO
ACP" IS SELECTED.)
(NOTE TO TAX-EXEMPT EMPLOYERS MATCHING 403(b) SALARY REDUCTION
AMOUNTS PURSUANT TO ITEM 7: COMPLETE ITEMS 21 THROUGH 23 TO
ESTABLISH THE TERMS OF YOUR MATCH. FOR THESE PURPOSES, THE
TERMS "SECTION 401(k) ELECTIVE DEFERRALS," "ELECTIVE DEFERRALS
HEREUNDER" AND "ELECTIVE DEFERRALS" REFERRED TO BELOW SHALL BE
INTERPRETED AS REFERRING TO SALARY REDUCTION CONTRIBUTIONS OF
AN EMPLOYEE PURSUANT TO SECTION 403(b) OF THE CODE AFTER
BECOMING A PARTICIPANT IN THIS PLAN).
21. EMPLOYER MATCHING CONTRIBUTIONS TO EMPLOYER MATCHING ACCOUNTS.
The Employer shall be authorized to make matching
contributions to the Employer Matching Accounts of those
Participants who both make elective deferrals hereunder for
the Plan Year and who are entitled under Item 22 below to
receive this type of matching contribution for the year for
allocation as follows: (Select any that apply and complete. An
Employer may elect to make more than one type of matching
contribution by selecting more than one of the following
options.)
(a) [ ] As a percentage of Participants' Section
401(k) elective deferrals (complete Items 22
and 23);
(b) [ ] Proportionate to the Compensation for the
Plan Year of all Participants who are
entitled to this type of matching
contribution for the Plan Year, in the
following amount: (Select one and complete.)
[ ] __% of the Compensation of all
Participants who are entitled to
receive this type of matching
contribution for the Plan Year; or
[ ] such other amount (if any) as may be
properly determined by the Employer
for such Plan Year;
(c) [ ] An equal flat dollar amount for each
Participant who is entitled to this type of
matching contribution for the Plan Year in
the following amount: (Select one and
complete.)
SECTION 401(k) FEATURE
MATCHING CONTRIBUTIONS SUBJECT TO ADP
PAGE 19
21
[ ] $_____for each Participant who is
entitled to receive this type of
matching contribution for the Plan
Year; or
[ ] such other flat dollar amount (if
any) as may be properly determined
by the Employer for such Plan Year.
22. PARTICIPANTS ENTITLED TO RECEIVE EMPLOYER MATCHING
CONTRIBUTION TO EMPLOYER MATCHING ACCOUNTS.
(a) "HIGHLY COMPENSATED" STATUS. (Select only one.)
[ ] Only Participants who are Non-highly
Compensated Employees eligible under (b) or
(c) below (and who make elective deferrals
hereunder for the Plan Year) shall be
entitled to receive the matching
contribution under Item 21 to the Employer
Matching Accounts for a Plan Year; or
[ ] All Participants who are eligible under (b)
or (c) below (and who make elective
deferrals hereunder for the Plan Year) shall
be entitled to receive the matching
contribution under Item 21 to the Employer
Matching Accounts for a Plan Year; or
[ ] On a year to year basis, the Administrator
shall determine whether all Participants
eligible under (b) or (c) below or only
those Participants who are Non-highly
Compensated Employees eligible under (b) or
(c) below (and who make elective deferrals
hereunder for the Plan Year) shall be
entitled to receive the matching
contribution under Item 21 to the Employer
Matching Accounts for the Plan Year.
(b) EMPLOYMENT STATUS. A Participant eligible under (a)
above shall be entitled to receive a matching
contribution under Item 21 to the Employer Matching
Account for a Plan Year if: (Select only one.)
[ ] he is an Eligible Employee at any time
during the Plan Year;
[ ] he is an Eligible Employee on the last day
of the Plan Year;
[ ] he receives credit for at least 500 Hours of
Service during the Plan Year or he is an
Eligible Employee on the last day of the
Plan Year;
[ ] he receives credit for at least 1,000 Hours
of Service during the Plan Year, regardless
of whether he is an Eligible Employee on the
last day of the Plan Year; or
SECTION 401(k) FEATURE
MATCHING CONTRIBUTIONS SUBJECT TO ADP
PAGE 20
22
[ ] he receives credit for at least 1,000 Hours
of Service during the Plan Year and he is an
Eligible Employee on the last day of the
Plan Year.
(c) CERTAIN FORMER EMPLOYEES. In addition, a Participant
eligible under (b) above who makes elective deferrals
for the Plan Year shall be entitled to receive such a
matching contribution for such Plan Year if he is on
an approved leave of absence at the end of such Plan
Year or if his employment by the Employer terminates
during such Plan Year on account of death,
Disability, retirement at or after Normal Retirement
Age, or (if provided for in Item 40) early
retirement.
[ ] Yes
[ ] No
23. MATCHES AS A PERCENTAGE OF ELECTIVE DEFERRALS. (Complete this
Item only if box (a) under Item 21 is selected.)
(a) AMOUNT. Subject to (b) and (c) below, the Employer's
annual matching contribution (if any) to the Plan to
the Employer Matching Account of each Participant
entitled to receive this type of matching
contribution for the Plan Year shall be an amount
equal to: (Select only one and complete as
necessary.)
[ ] ___% of the Participant's elective deferrals
hereunder for the Plan Year not in excess of
___% of the Participant's Compensation for
the Plan Year; or
[ ] ___% of the portion of the Participant's
elective deferrals hereunder for the Plan
Year not in excess of ___% of the
Participant's Compensation for the Plan Year
plus ___% (must be less than first tier
match) of the portion of the Participant's
elective deferrals hereunder for the Plan
Year in excess of that amount but not in
excess of ___% of the Participant's
Compensation for the Plan Year; or
[ ] such other percentage of such portion of the
Participant's elective deferrals hereunder
for the Plan Year as may be properly
determined by the Administrator for such
Plan Year and applied uniformly with respect
to those Participants entitled to receive
this type of matching contribution
hereunder.
(b) PAY PERIOD LIMITATIONS. The same percentage-of-
Compensation limitations specified under (a) above
also shall be applied on a pay period basis (and with
respect to bonuses or other special payments) such
that the Employer's
SECTION 401(k) FEATURE
MATCHING CONTRIBUTIONS SUBJECT TO ADP
PAGE 21
23
matching contributions shall be with respect to only
such percentage of Compensation otherwise payable for
a pay period (or as a bonus or other special
payment).
[ ] Yes
[ ] No
(c) BONUSES SUBJECT TO MATCH. Elective deferrals with
respect to bonuses or other special payments shall be
matched to the same extent and subject to the same
limitations as any other part of a Participant's
Compensation.
[ ] Yes -- elective deferrals with respect to
bonuses and special payments shall be
matched
[ ] No -- elective deferrals with respect to
bonuses and special payments shall not be
matched
SECTION 401(k) FEATURE
MATCHING CONTRIBUTIONS SUBJECT TO ACP
PAGE 22
24
DISCRETIONARY (PROFIT SHARING) CONTRIBUTIONS
(THE FOLLOWING ITEMS 24 THROUGH 28 SHOULD BE COMPLETED ONLY IF A
DISCRETIONARY (PROFIT SHARING) CONTRIBUTION FEATURE IS PART OF
THE PLAN PURSUANT TO ITEM 7.)
24. DETERMINATION. The Employer's annual discretionary (profit
sharing) contribution (if any) to the Plan for a Plan Year for
allocation to the Employer Contribution Accounts shall be an
amount equal to:
[ ] ___% of the Compensation of all Participants who are
entitled to receive an allocation for such Plan Year;
[ ] ___% of the Employer's current Profits for such Plan
Year;
[ ] ___% of the Employer's current Profits in excess of
$______ for such Plan Year; or
[ ] such other amount as may be properly determined by
the Employer for such Plan Year.
25. PARTICIPANTS ENTITLED TO RECEIVE AN ALLOCATION OF EMPLOYER
CONTRIBUTION (PART 1). A Participant shall be entitled to
share in the Employer contribution to the Employer
Contribution Accounts for a Plan Year if: (Select only one.)
[ ] he is an Eligible Employee at any time during the
Plan Year;
[ ] he is an Eligible Employee on the last day of the
Plan Year;
[ ] he receives credit for at least 500 Hours of Service
during the Plan Year or he is an Eligible Employee on
the last day of the Plan Year;
[ ] he receives credit for at least 1,000 Hours of
Service during the Plan Year, regardless of whether
he is an Eligible Employee on the last day of the
Plan Year; or
[ ] he receives credit for at least 1,000 Hours of
Service during the Plan Year and he is an Eligible
Employee on the last day of the Plan Year.
26. PARTICIPANTS ENTITLED TO RECEIVE AN ALLOCATION OF EMPLOYER
CONTRIBUTION (PART 2). In addition, a Participant who has
Compensation for a Plan Year shall be entitled to share in the
Employer contribution for such Plan Year if he is on an
approved leave of absence at the end of such Plan Year or if
his employment by the Employer terminates during such Plan
Year on account of death, Disability, retirement at or
DISCRETIONARY (PROFIT SHARING) CONTRIBUTIONS
PAGE 23
25
after Normal Retirement Age, or (if provided for in Item 40 of
this Adoption Agreement) early retirement.
[ ] Yes
[ ] No
27. ALLOCATION OF EMPLOYER CONTRIBUTIONS. This type of Employer
contribution shall be allocated on:
[ ] a non-integrated basis (see Section 3.3(a)(2) of the
Plan) (skip to Item 29), or
[ ] an integrated basis (see Section 3.3(a)(3) of the
Plan) (complete Item 28).
Note: You may not elect an integrated basis if you maintain
any other integrated plan.
28. INTEGRATED ALLOCATION FORMULA.
(a) INTEGRATION FORMULA. Employer contributions under
Section 3.3 of the Plan (and any forfeitures
allocated with this type of contribution) shall be
allocated, as follows, among the Employer
Contribution Accounts of those Participants entitled
to receive such an allocation: (Select only one.)
[ ] MAXIMUM DISPARITY METHOD. First, such
contribution (and forfeitures) shall be
allocated in the same ratio that the sum of
such Participants' Compensation plus Excess
Compensation for the Plan Year bears to the
sum of all such Participants' Compensation
plus Excess Compensation, but the amount so
allocated, expressed as a percentage, shall
not exceed the Maximum Disparity Rate.
Second, the balance, if any, of such
contribution (and forfeitures) shall be
allocated in proportion to such
Participants' Compensation for the Plan
Year.
[ ] FOUR-TIER METHOD. First, such contribution
(and forfeitures) shall be allocated in
proportion to the Participants' Compensation
for such Plan Year, but not in excess of 3
percent of each Participant's Compensation.
Second, any remaining contribution (and
forfeitures) shall be allocated in
proportion to the Participants' Excess
Compensation for the Plan Year but not in
excess of 3 percent of each Participant's
Excess Compensation. Third, any remaining
contribution (an forfeitures) shall be
allocated in the same ratio that the sum of
such Participants' Compensation plus Excess
Compensation for the Plan Year bears to the
sum of all such Participants' Compensation
plus Excess Compensation, but the amount so
allocated, expressed as a
DISCRETIONARY (PROFIT SHARING) CONTRIBUTIONS
PAGE 24
26
percentage, shall not exceed the Maximum
Disparity Rate less three percentage points.
Fourth, any remaining contribution (and
forfeitures) shall be allocated in
proportion to the Participants' Compensation
for the Plan Year.
(b) TAXABLE WAGE BASE. For purposes of allocating on an
integrated basis, "Taxable Wage Base" means:
[ ] the contribution and benefit base under
section 230 of the Social Security Act, as
of the first day of the particular Plan
Year; or
[ ] $__________ (not to exceed the contribution
and benefit base under section 230 of the
Social Security Act, as of the first day of
the Plan Year in which the Effective Date
falls); or
[ ] _______ % (not to exceed 100%) of the
contribution and benefit base under section
230 of the Social Security Act, as of the
first day of the particular Plan Year.
If a Plan Year consists of less than 12 months, then the Taxable
Wage Base for such Plan Year shall be multiplied by the fraction
the numerator of which is the number of months in the short Plan
Year and the denominator of which is 12.
DISCRETIONARY (PROFIT SHARING) CONTRIBUTIONS
PAGE 25
27
COMPENSATION TAKEN INTO ACCOUNT UNDER THE PLAN
29. BASE DEFINITION.
INSTRUCTIONS: Complete Column A for the definition of "Compensation" generally
applicable under the Plan, including for the allocation of contributions.
Complete Column B for the definition of "Section 415 Compensation" (Section
4.1(k) of the Plan) applicable in determining the section 415 limitations.
FOR SELF-EMPLOYED INDIVIDUALS (INCLUDING PARTNERS IN A PARTNERSHIP),
SEE SECTION 1.12(e) OF THE PLAN.
-----------------------------------------------------------------
A B
"SECTION 415
"COMPENSATION" COMPENSATION"
-------------- -------------
IRS SAFE HARBORS
o W-2, Total Compensation Box [X] [X]
o Earnings subject to Federal
Income Tax Withholding [ ] [ ]
o General Section 415 definition [ ] [ ]
OTHER CHOICE
o FICA definition [ ] N/A
30. SAFE-HARBOR ADD-BACK. The Compensation definition will include
amounts that would have been included in Compensation but for
Section 401(k), Section 125 and similar Compensation reduction
elections (Section 1.12(a) of Plan).
[X] Yes
[ ] No
COMPENSATION TAKEN INTO ACCOUNT UNDER THE PLAN
PAGE 26
28
31. PARTIAL YEAR OF PARTICIPATION. Compensation for any part of a
Plan Year during which an Employee is not a Participant:
(Select one.)
[ ] shall be taken into account for all purposes under
the Plan except for section 401(k) and (m)
discrimination testing; or
[X] shall be taken into account solely for purposes of
section 401(k) and (m) discrimination testing under
Sections 3.1(e), 3.2(b), 1.3 and 1.4 of the Plan; or
[ ] shall be taken into account for all purposes under
the Plan (including section 401(k) and (m)
discrimination testing); or
[ ] shall not be taken into account for any purpose under
the Plan.
32. EXCLUSIONS. Compensation shall exclude the following:
[ ] No exclusions; or
[X] Safe-harbor exclusion of allowances, reimbursements
and fringe benefits (Section 1.12(c) of Plan)
33. CASH OR ACCRUED BASIS. Compensation should be taken into
account in the Plan Year in which it is actually paid.
34. EFFECTIVE DATE. If the selections in Item 29 change the Plan's
base definition of Compensation or Section 415 Compensation,
or if the selections in Items 30-33 otherwise change the
Plan's provisions as of a date later than the Effective Date,
fill in the effective date of the change, identify the change
and specify or attach the provisions in effect prior to the
change: ______________________________________________
COMPENSATION TAKEN INTO ACCOUNT UNDER THE PLAN
PAGE 27
29
SERVICE TAKEN INTO ACCOUNT UNDER THE PLAN
35. METHOD OF DETERMINATION. For eligibility and vesting purposes,
service shall be determined on the basis of:
[ ] the elapsed time method (skip to Item 39 unless a
minimum Hours of Service requirement for sharing in
certain contributions is elected in Item 17, 19, 22
or 25), or
[X] the hour-counting method.
36. DETERMINATION OF HOURS OF SERVICE. An Employee's Hours of
Service shall be determined on the basis of:
[X] the actual hours for which he is paid or entitled to
payment, determined from records of hours worked and
hours for which payment is made or due;
[ ] 10 Hours of Service for each day for which he would
be required to be credited with at least one Hour of
Service;
[ ] 45 Hours of Service for each week for which he would
be required to be credited with at least one Hour of
Service;
[ ] 95 Hours of Service for each semi-monthly payroll
period for which he would be required to be credited
with at least one Hour of Service;
[ ] 190 Hours of Service for each month for which he
would be required to be credited with at least one
Hour of Service.
37. SERVICE COMPUTATION PERIOD (ELIGIBILITY). "Service Computation
Period" means, for eligibility purposes: (Complete only if the
hour-counting method is elected in Item 35.)
[X] the 12 consecutive month period beginning on an
Employee's Employment Commencement Date or on an
anniversary thereof; or
[ ] the 12 consecutive month period beginning on an
Employee's Employment Commencement Date and,
thereafter in all cases, each Plan Year, beginning
with the Plan Year containing the first anniversary
of such Employment Commencement Date. An Employee who
is credited with 1,000 Hours of Service in both the
initial eligibility computation period and the first
Plan Year which commences prior to the first
anniversary of the Employee's Employment Commencement
Date will be credited with two Years of Service for
purposes of eligibility to participate.
SERVICE TAKEN INTO ACCOUNT UNDER THE PLAN
PAGE 28
30
38. SERVICE COMPUTATION PERIOD (VESTING). "Service Computation
Period" means, for purposes of determining Years of Service
and One-Year Breaks for vesting purposes: (Complete only if
the hour-counting method is elected in Item 35.)
[X] the Plan Year, or
[ ] the 12 consecutive month period beginning on an
Employee's Employment Commencement Date or on an
anniversary thereof.
39. PREDECESSOR EMPLOYERS. For purposes of the Plan, service for
the Employer shall be deemed to include service (including
service as a self-employed individual) for the following
organization(s):
[X] None
[ ] ------------------------------------------
40. EARLY RETIREMENT. May Participants retire early with full
vesting and immediate entitlement to benefits?
[ ] Yes, upon attainment of age __ and completion of at
least __ Years of Service for vesting purposes.
[X] No
SERVICE TAKEN INTO ACCOUNT UNDER THE PLAN
PAGE 29
31
VESTING IN EMPLOYER CONTRIBUTIONS
41. VESTING SCHEDULE. The vesting schedule applicable, under
Section 6.1(d)(3)(A) of the Plan, to a Participant's Employer
Contribution Account, for Participants with at least one Hour
of Service in a Plan Year beginning after 1988 shall be as
follows: ( Do not complete unless the Plan authorizes Employer
contributions subject to a vesting schedule.)
NONFORFEITABLE PERCENTAGE
Option Option Option Option Option
Years 1 2 3 4 5
of
Service [ ] [ ] [ ] [ ] [ ]
(2 to 6) (3 to 7) (2 year (5 year (other)
cliff) cliff)
less than 1 0 0 0 0 ____
1 0 0 0 0 ____
2 20 0 100 0 ____
3 40 20 0 ____
4 60 40 0 ____
5 80 60 100 ____
6 100 80 ____
7 100 ____
NOTE: (1) Vesting must be at least as rapid as Option 3 if more than 1
Year of Service is required for eligibility.
(2) Any vesting schedule elected under Option 5 must be at least
as rapid, at every point, as Option 2, Option 4, or (if more
than 1 Year of Service is required for eligibility) Option 3.
42. SERVICE DISREGARDED IN DETERMINATION OF NONFORFEITABLE
PERCENTAGE. In addition to service disregarded in determining
Years of Service under Section 1.60 of the Plan, the following
service shall be disregarded in determining an Employee's
service for vesting purposes (check any boxes that apply):
[ ] Years of Service (if the hour-counting method
applies) or Service (if the elapsed time method
applies) before age 18 (age 22 for a Participant who
does not have at least 1 Hour of Service on or after
the REA Effective Date).
[ ] Years of Service (if the hour-counting method
applies) or Service (if the elapsed time method
applies) during any period for which the Employer did
not maintain the Plan or a predecessor plan, as
defined in the applicable regulations of the
Secretary of the Treasury.
VESTING IN EMPLOYER CONTRIBUTIONS
PAGE 30
32
43. FORFEITURE UPON CASH-OUT. Upon the distribution to a
terminated Participant, his forfeitable interest in his
Account shall be forfeited in accordance with Section
6.1(d)(6) of the Plan (select only one):
[X] immediately;
[ ] upon the incurrence of a One-Year Break; or
[ ] not applicable -- forfeiture delayed until the
incurrence of a Break in Service (as defined in
Section 1.10 of the Plan).
VESTING IN EMPLOYER CONTRIBUTIONS
PAGE 31
33
INVESTMENT OF PLAN ASSETS AND PLAN LOANS
44. PARTICIPANT INVESTMENT ELECTIONS.
(a) AVAILABILITY OF INVESTMENT ELECTIONS. Each
Participant shall elect the manner in which his
entire Account (or such subaccounts selected in (b)
below) and any contributions and forfeitures
allocated thereto are to be invested:
[X] Yes (If Yes, complete (b) and (c).)
[ ] No (Skip to Item 45.)
(b) SUBACCOUNTS SUBJECT TO PARTICIPANT INVESTMENT
DISCRETION.
[X] Investment elections apply to entire
Account, or
[ ] Investment elections apply only to the
following subaccount(s): (Select all that
apply.)
[ ] Section 401(k) Account (including
the Nonelective Contribution
Account) (applicable only if a
Section 401(k) feature is part of
the Plan)
[ ] Nondeductible Voluntary Contribution
Account (and Deductible Voluntary
Contribution Account)
[ ] Rollover Account
[ ] Employer Contribution Account
(excluding the Employer Matching
Account unless selected below)
[ ] Employer Matching Account
(c) EXTENT OF PARTICIPANT INVESTMENT DISCRETION. In
determining how his Account (or selected subaccounts)
shall be invested, each Participant may: (Select only
one.)
[X] choose from among such investment funds as
the Administrator directs the Trustee to
make available; or
[ ] select any legally permissible investments
which the Trustee agrees to hold for his
Account (including such investment funds as
the Administrator directs the Trustee to
make available).
INVESTMENT OF PLAN ASSETS AND PLAN LOANS
PAGE 32
34
Pending execution of investment directions, the Trustee shall be authorized to
hold balances in short-term, liquid deposit accounts or other investments.
45. QUALIFYING EMPLOYER SECURITIES. Subject to the other
provisions of the Plan and Trust Agreement, Plan Assets may be
invested in qualifying employer securities (as defined in
ERISA section 407):
[X] Yes
[ ] No (Skip to Item 46.)
(a) DISTRIBUTION AND WITHDRAWAL OF QUALIFYING EMPLOYER
SECURITIES. (Select one.)
[X] To the extent a Participant's Account is
invested in qualifying employer securities,
a Participant may elect to take a
distribution or withdrawal to which he is
otherwise entitled under the Plan in
qualifying employer securities.
[ ] A Participant may not take a distribution or
withdrawal in qualifying employer
securities.
[ ] To the extent a Participant's Account is
invested in qualifying employer securities,
a Participant may elect to take a
distribution or withdrawal to which he is
otherwise entitled under the Plan in
qualifying employer securities, except as
follows:
____________________________________________
____________________________________________
____________________________________________
(b) VOTING OF QUALIFYING EMPLOYER SECURITIES. To the
extent a Participant's Account is invested in
qualifying employer securities, the following shall
have the right to exercise any voting rights with
respect to such securities: (Select one.)
[X] The Participant (or in the event of his
death, his Beneficiary); or
[ ] The Employer (if more than one Employer has
adopted the Plan, the first Employer named
in this Adoption Agreement); or
[ ] The Plan Administrator; or
[ ] An investment manager appointed under the
terms of the Trust Agreement; or
INVESTMENT OF PLAN ASSETS AND PLAN LOANS
PAGE 33
35
[ ] The Trustee; or
[ ] Other: _____________________________________
____________________________________________
____________________________________________
46. VALUATION METHOD. (Select only one.)
[X] DAILY VALUATION METHOD FOR ENTIRE ACCOUNT. For Plan
accounting purposes, Plan Assets shall be allocable
separately to each Participant's Account and the
value of a Participant's Account at any particular
time shall be equal to the value of the Plan Assets
so allocated to his Account at that time; or
[ ] BALANCE FORWARD VALUATION METHOD FOR ENTIRE ACCOUNT.
For Plan accounting purposes, Plan Assets shall be
valued as of each Accounting Date and the value of
each Participant's Account shall be adjusted only as
of each Accounting Date; or
[ ] DAILY VALUATION METHOD FOR CERTAIN SUBACCOUNTS. For
Plan accounting purposes, the daily valuation method
shall apply to the Plan Assets attributable to the
following subaccounts (and the balance forward
valuation method shall apply to the other
subaccounts). (Select all to which daily valuation
will apply.)
[ ] Section 401(k) Account (including the
Nonelective Contribution Account)
(applicable only if a Section 401(k) feature
is part of the Plan)
[ ] Nondeductible Voluntary Contribution Account
(and Deductible Voluntary Contribution
Account)
[ ] Rollover Account
[ ] Employer Contribution Account (excluding the
Employer Matching Account unless selected
below)
[ ] Employer Matching Account
47. LOANS. Are Participant loans permitted?
[X] Yes (Complete (a) through (f) below.)
[ ] No (Skip to Item 48.)
INVESTMENT OF PLAN ASSETS AND PLAN LOANS
PAGE 34
36
(a) LOANS ONLY TO EMPLOYEES. A loan is available to a
Participant only while an Employee and loans shall be
due and payable in full upon a Participant's
termination of employment.
[X] Yes
[ ] No
(b) PAYROLL WITHHOLDING REQUIRED. Loans shall be repaid
only by payroll withholding properly authorized by
the Participant; provided that the Administrator may
allow prepayment through other means; and if the
available amount of payroll withholding is
insufficient to meet the payments, the Administrator
may authorize other means.
[ ] Yes
[X] No
(c) MINIMUM LOAN AMOUNT. The minimum loan amount for any
single loan shall be:
[X] $1,000
[ ] Other $________ (fill-in but not to exceed
$1,000)
[ ] N/A - No loan minimum
(d) SECURITY. The following types of collateral may
secure a Participant loan: (Select only one.)
[X] 50% of the Participant's accrued
nonforfeitable benefit under the Plan
(excluding any Deductible Voluntary
Contribution Account)
[ ] 50% of the Participant's accrued
nonforfeitable benefit under the Plan
(excluding any Deductible Voluntary
Contribution Account) and the following:
________________________________________
________________________________________
________________________________________
(e) NUMBER OF LOANS. A Participant may have no more than
the following number of loans outstanding at any
given time:
[X] 1
INVESTMENT OF PLAN ASSETS AND PLAN LOANS
PAGE 34
37
[ ] 2
[ ] other ______ (fill in)
[ ] N/A - no maximum number of loans
(f) OTHER SPECIFIC LOAN PROVISIONS. In addition to the
provisions governing loans in Section 5.5 of the Plan
and above, the following provisions apply to Plan
loans (attach additional pages, if necessary):
(1) limitations (if any) in addition to limits
in Section 5.5 and above on the types and
amounts of loans offered:
___________________________________________
___________________________________________
___________________________________________
(2) procedure for determining reasonable rate of
interest: The rate the Trustee's commercial
loan division would charge on a comparable
loan.
INVESTMENT OF PLAN ASSETS AND PLAN LOANS
PAGE 36
38
WITHDRAWALS AND DISTRIBUTIONS
IN-SERVICE WITHDRAWALS BY PLAN PARTICIPANTS
48. WITHDRAWALS FROM SECTION 401(k) ACCOUNT. (Complete only if a
Section 401(k) feature is part of the Plan pursuant to Item
7.)
(a) HARDSHIP. Subject to the limits of Section 7.2 of the
Plan, withdrawals from a Participant's Section 401(k)
Account by an Eligible Employee shall be permitted in
the event of hardship.
[X] Yes
[ ] No
(b) AGE 59-1/2. Withdrawals from a Participant's Section
401(k) Account by an Eligible Employee shall be
permitted after his attainment of age 59-1/2.
[ ] Yes
[X] No
49. WITHDRAWALS ON OR AFTER ATTAINMENT OF AGE 59-1/2.
(a) WITHDRAWAL RIGHT. Withdrawals from a Participant's
Account (from such subaccounts as he may elect), to
the extent vested and nonforfeitable, by an Eligible
Employee prior to termination of employment shall be
permitted after his attainment of the age specified
in (b) below.
[ ] Yes (If Yes, complete (b) and (c) below.)
[X] No (Skip to Item 50.)
(b) AGE REQUIREMENT.
[ ] 59-1/2
[ ] ______ (Must be older than age 59-1/2.)
(c) TIME OF WITHDRAWAL. A Participant's withdrawal shall
be payable as soon as administratively feasible:
[ ] after the Participant makes the withdrawal
election; or
WITHDRAWALS AND DISTRIBUTIONS
IN-SERVICE WITHDRAWALS BY PLAN PARTICIPANTS
PAGE 37
39
[ ] after the first Accounting Date coincident
with or next following the Participant makes
the withdrawal election.
50. OTHER WITHDRAWAL RIGHTS. Is this an amendment to an existing
Plan or a transferee of another plan with additional
withdrawal rights which cannot now be eliminated from the
Plan?
[ ] Yes (Describe the applicable withdrawal rights in
detail in an attachment.)
[X] No
Note: The above withdrawal rights (and those listed on any attachment) are
considered protected optional forms of benefit which cannot be changed with
respect to benefits already accrued by a participant.
WITHDRAWALS AND DISTRIBUTIONS
IN-SERVICE WITHDRAWALS BY PLAN PARTICIPANTS
PAGE 38
40
WITHDRAWALS AND DISTRIBUTIONS
EVENTS OF DISTRIBUTION AND TIME OF PAYMENT
51. TIME OF PAYMENT. Subject to Sections 7.6 and 7.7 and Article
10 of the Plan, distribution to a Participant whose benefit
has become distributable shall commence in accordance with the
following: (Check (a) or (b) and the applicable box(es) under
the Item selected.)
(a) [X] SIMPLIFIED OPTION. Upon the Participant's
termination of employment, as soon as
administratively feasible (check the box
that applies):
[X] after the Participant elects
commencement of his benefit; or
[ ] after the first Accounting Date
coincident with or next following
the Participant's election to
commence benefits.
(b) [ ] DETAILED OPTION.
(1) NORMAL RETIREMENT. Upon a Participant's
termination of employment on or after
attaining Normal Retirement Age, as soon as
administratively feasible (check the box
that applies):
[ ] after such termination of
employment;
[ ] after the first Accounting Date
coincident with or next following
such termination of employment;
[ ] after the Participant elects
commencement of his benefit; or
[ ] after the first Accounting Date
coincident with or next following
the Participant's election to
commence benefits.
(2) EARLY RETIREMENT. (Complete only if the
early retirement provision in Item 40 is
elected.) Upon a Participant's termination
of employment on or after satisfying the
criteria in Item 40 for early retirement but
before attaining Normal Retirement Age, as
soon as administratively feasible (check the
box that applies):
[ ] after the Participant elects
commencement of his benefit;
[ ] after the first Accounting Date
coincident with or next following
the Participant's election to
commence benefits; or
WITHDRAWALS AND DISTRIBUTIONS
EVENTS OF DISTRIBUTION AND TIME OF PAYMENT
PAGE 39
41
[ ] other (specify time or times)
____________________________________
____________________________________
____________________________________
(3) DISABILITY RETIREMENT. Upon a Participant's
termination of employment, prior to Normal
Retirement Age and prior to satisfying the
criteria for early retirement (if the Plan
has an early retirement provision), on
account of the incurrence of a Disability,
as soon as administratively feasible (check
the box that applies):
[ ] after the Participant elects
commencement of his benefit;
[ ] after the first Accounting Date
coincident with or next following
the Participant's election to
commence benefits; or
[ ] other (specify time or times)
____________________________________
____________________________________
____________________________________
(4) OTHER TERMINATION. Upon a Participant's
termination of employment prior to Normal
Retirement Age, prior to satisfying the
criteria for early retirement (if the Plan
has an early retirement provision) and prior
to incurring a Disability, as soon as
administratively feasible (check the box
that applies):
[ ] after the Participant elects
commencement of his benefit;
[ ] after the first Accounting Date
coincident with or next following
the Participant's election to
commence benefits;
[ ] after the first Accounting Date
coincident with or next following
the Participant's termination of
employment, if elected by the
Participant, but if not elected,
after the first Accounting Date
coincident with or next following
the Participant's attainment of
Normal Retirement Age; or
other (specify time or times):
____________________________________
____________________________________
____________________________________
WITHDRAWALS AND DISTRIBUTIONS
EVENTS OF DISTRIBUTION AND TIME OF PAYMENT
PAGE 40
42
(5) OTHER WITHDRAWAL RIGHTS. Is this an amendment to an
existing Plan or a transferee of another plan with
additional commencement dates which cannot now be
eliminated from the Plan?
[ ] Yes (Describe the applicable withdrawal
rights in detail in an attachment.)
[ ] No
Note: The above commencement dates (and those listed on any attachment) are
considered protected optional forms of benefit which cannot be changed with
respect to benefits already accrued by a participant.
WITHDRAWALS AND DISTRIBUTIONS
EVENTS OF DISTRIBUTION AND TIME OF PAYMENT
PAGE 41
43
WITHDRAWALS AND DISTRIBUTIONS
FORM OF PAYMENT
52. FORMS OF BENEFIT PAYMENT. The following alternative forms of
distribution and withdrawal are available under the Plan
(check any boxes that apply):
[X] a single sum,
[ ] periodic installment payments, not less frequently
than annually, with any installments remaining unpaid
at the Participant's death to be paid to his
Beneficiary,
[ ] in the case of a Participant who has attained age
70-1/2 and who is required to commence benefit
payments under Section 7.6(d) while employed by the
Employer, periodic installment payments sufficient in
amount and frequency to satisfy the minimum
distribution requirements of Section 8.5, with a lump
sum distribution of his remaining Account balance
upon termination of employment,
[ ] a single life annuity,
[ ] a Qualified Joint and Survivor Annuity,
[ ] a joint and survivor annuity for the Participant and
his Surviving Spouse under which the survivor annuity
is more than one-half of, but not greater than, the
annuity payable during the joint lives of the
Participant and such spouse,
[ ] this is an amendment of an existing Plan or a
transferee of another plan with additional forms
which cannot now be eliminated from the Plan.
(Describe the applicable forms in detail in an
attachment.)
(NOTE: For a plan which is a transferee of a plan required to have annuities,
the Qualified Joint and Survivor Annuity and the single life annuity will
automatically be available. Refer to Section 8.2 of the Plan.)
NOTE: The above alternative forms of benefit (and those listed on any
attachment) are considered protected forms of benefit which cannot be changed
with respect to benefits already accrued by a participant.
WITHDRAWALS AND DISTRIBUTIONS
FORM OF PAYMENT
PAGE 42
44
WITHDRAWALS AND DISTRIBUTIONS
CASH-OUT
53. $3500 CASH-OUT. Notwithstanding the benefit commencement dates
otherwise adopted in Item 51 and the alternative forms of
benefit otherwise adopted in Item 52, any amount payable to a
Participant or any Preretirement Survivor Annuity payable to a
Surviving Spouse shall be paid in a lump sum if such payment
is made before payment otherwise begins and if, in the case of
an amount payable to a Participant, the value (determined as
of the date of distribution) of his nonforfeitable benefit
does not exceed $3500 or, in the case of a Preretirement
Survivor Annuity, the value (determined as of the date of
distribution) of such annuity does not exceed $3500, and such
lump sum shall be paid as soon as administratively feasible
(whether or not the Participant or his spouse has consented to
the distribution) (check the applicable box):
[X] after the Participant's termination of employment
(death, in the case of the Preretirement Survivor
Annuity);
[ ] after the first Accounting Date following the
Participant's termination of employment (death, in
the case of the Preretirement Survivor Annuity); or
[ ] Not Applicable -- This provision shall not be a part
of the Plan.
This provision, if adopted, shall be applied by treating any Deductible
Voluntary Contribution Account separately from other portions of the
Participant's benefit.
WITHDRAWALS AND DISTRIBUTIONS
CASH-OUT
PAGE 43
45
TOP-HEAVY RULES AND SECTION 415 LIMITATIONS
54. TOP-HEAVY TESTING. For purposes of the provisions of the Plan
applicable if the Plan is a Top-Heavy Plan:
[ ] the Plan shall be deemed always to be a Top-Heavy
Plan; or
[X] the Plan shall be tested each year to determine
whether it is a Top-Heavy Plan.
55. TOP-HEAVY MINIMUMS. If a Participant is covered under any
other plan or plans of the Employer, then:
[ ] Section 3.4 of the Plan shall apply as if such
Participant were not so covered; or
[X] Section 3.4 shall be modified by the attached
provisions, in order to prevent duplication.
56. DEFINED BENEFIT ACTUARIAL ASSUMPTIONS. (Complete only if
second option under Item 54 is selected and if there is one or
more defined benefit plans in the Permissive Aggregation Group
or the Required Aggregation Group.) The interest and mortality
rates, for purposes of establishing Present Value to compute
the Top-Heavy Ratio, with respect to any defined benefit plans
in the Permissive Aggregation Group or the Required
Aggregation Group shall be:
Interest Rate: 4.50%
-----
Mortality Table: 1983 GAM
--------
57. TOP-HEAVY VESTING. For any Plan Year in which the Plan is a
Top-Heavy Plan, the vesting schedule, applicable under Section
6.1(d)(3)(A) of the Plan, to a Participant's Employer
Contribution Account, shall be as follows: (Skip this Item if
the general vesting schedule elected in Item 41 is at least as
fast as Option 1 or 3 in Item 41.)
[ ] 100% vesting after ___ (not to exceed 3) Years of
Service.
[ ] ___% (not less than 20) vesting after 2 Years of
Service,
[ ] ___% (not less than 40) vesting after 3 Years of
Service,
[ ] ___% (not less than 60) vesting after 4 Years of
Service,
[ ] ___% (not less than 80) vesting after 5 Years of
Service,
[ ] 100% vesting after 6 Years of Service.
If the vesting schedule under the Plan shifts in or out of the above schedule
for any Plan Year because of the Plan's top-heavy status, such shift is an
amendment to the vesting schedule and the election in Section 12.3(c) of the
Plan applies.
TOP-HEAVY RULES AND SECTION 415 LIMITATIONS
PAGE 44
46
LIMITATIONS ON ANNUAL ADDITIONS. If the Employer maintains or ever maintained
another qualified plan in which any Participant in this Plan is (or was) a
participant or could possibly become a participant, the following two items must
be completed. They must also be completed if the Employer maintains a welfare
benefit fund, as defined in section 419(e) of the Code, or an individual medical
benefit account, as defined in section 415(l)(2) of the Code, under which
amounts are treated as Annual Additions with respect to any Participant in the
Plan.
58. If a Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a
Master or Prototype Plan:
[X] the provisions of Section 4.3 of the Plan will apply
as if the other plan were a Master or Prototype Plan;
or
[ ] the attached provisions will apply. (Provide the
method under which the plans will limit total Annual
Additions to the Maximum Permissible Amount and will
properly reduce any excess amounts, in a manner that
precludes employer discretion.)
59. If any Participant is, or has ever been, a participant in a
qualified defined benefit plan maintained by the Employer (as
defined in Section 4.1 of the Plan), then the attached
provisions shall apply. (Attach provisions which will satisfy
the 1.0 limitation of section 415(e) of the Code. Such
provisions must preclude employer discretion.)
TOP-HEAVY RULES AND SECTION 415 LIMITATIONS
PAGE 45
47
MISCELLANEOUS
REVIEW BY COUNSEL. The Employer acknowledges that it has been advised by the
Trustee that the Plan should not be adopted without the review and approval of
the Employer's attorney.
SPONSORING ORGANIZATION. The sponsor of this prototype is: The Fifth Third Bank,
00 Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000; (000) 000-0000 or
800-336-6782. Affiliates of The Fifth Third Bank are also authorized to make the
prototype available to their customers and to serve as Trustee.
FURTHER DEVELOPMENTS. If The Fifth Third Bank amends the Plan or discontinues or
abandons sponsorship of the prototype documents, the Employer will be notified.
RELIANCE. This prototype plan has been approved as to form by the Internal
Revenue Service, in Opinion Letter Serial Number D247435b. An employer who has
ever maintained or who later adopts any plan (including, after December 31,
1985, a welfare benefit fund, as defined in section 419(e) of the code, which
provides post-retirement medical benefits allocated to separate accounts for key
employees, as defined in section 419A(d)(3) of the Code or an individual medical
benefit account as defined in section 415(l)(2) of the Code), other than paired
plan #004 or #006, in addition to the Plan, may not rely on the opinion letter
issued by the National Office of the Internal Revenue Service as evidence that
the Plan is qualified under section 401 of the Internal Revenue Code. If the
employer who adopts or maintains multiple plans wishes to obtain reliance that
his plan(s) are qualified, application for a determination letter should be made
to the appropriate Key District Director of Internal Revenue.
In the case of an Employer adopting this Plan with a retroactive Effective Date
in order to retroactively amend a plan not previously qualified under the Tax
Reform Act of 1986 (or other laws referred to in section 1 of Revenue Procedure
93-39) so as to comply with such laws, the Employer may not rely on the opinion
letter issued by the National Office of the Internal Revenue Service as evidence
that this Plan is qualified under section 401 of the Code for any period prior
to its adoption unless the terms of the Plan, as herein adopted or amended, that
pertain to the requirements of sections 401(a)(4), 401(a)(17), 401(l),
401(a)(5), 410(b) and 414(s) of the Code, as amended by the Tax Reform Act of
1986 (or other laws referred to in section 1 of Revenue Procedure 93-39): (a)
are made effective retroactively to the first day of the first Plan Year
beginning after December 31, 1988 (or such other date on which these
requirements first become effective with respect to this Plan); or (b) are made
effective no later than the first day on which the Employer is no longer
entitled, under regulations, to rely on a reasonable, good faith interpretation
of these requirements, and the prior provisions of the Plan constitute such an
interpretation.
ADOPTION OF PLAN. This Adoption Agreement may be used only in conjunction with
The Fifth Third Bank Basic Prototype Plan Document #01. By this Agreement
between the Employer and The Fifth Third Bank or an authorized affiliate of The
Fifth Third Bank, as specified below (the "Trustee"), the Employer hereby adopts
The Fifth Third Bank Basic Prototype Plan Document #01, as supplemented by this
Adoption Agreement, and The Fifth Third Bank Prototype Trust Agreement, as said
Plan Document, Adoption Agreement, and Trust Agreement are now in effect or may
be hereafter
MISCELLANEOUS
PAGE 46
48
amended, for the purpose of establishing or amending a profit-sharing plan and
hereby accepts all the terms and conditions thereof. Pursuant to section
401(a)(27) of the Code, this Plan is designated a profit-sharing plan.
PERSONS AUTHORIZED TO INSTRUCT THE TRUSTEE. The following persons, whose
signatures appear opposite their names, are authorized to give directions,
statements, or certificates to the Trustee on behalf of the Administrator and
the Employer:
NAME SIGNATURE
Xxxxxxx X. Xxxxxxx /s/ XXXXXXX X. XXXXXXX
-----------------------------
Xxxxxxx Xxxxxx /s/ XXXXXXX XXXXXX
-----------------------------
The Employer will notify the Trustee in writing of any changes in this
information.
Signed on the following date: 9/15/97.
-----------------------------
EMPLOYER TRUSTEE
Cincinnati Financial Corporation The Fifth Third Bank
Name of Employer (The Fifth Third Bank or an authorized
Fifth Third affiliate only)
By /s/ XXXXXXX X. XXXXXXX
------------------------------ By
Other Employers Adopting the Plan: -------------------------
CFC Investment Company
Name of Employer
By /s/ XXXXXXX X. XXXXXXX
------------------------------
The Cincinnati Insurance Company
Name of Employer
By /s/ XXXXXXX X. XXXXXXX
------------------------------
MISCELLANEOUS
PAGE 47
49
The Cincinnati Life Insurance Company
Name of Employer
By /s/ XXXXXXX X. XXXXXXX
------------------------------
The Cincinnati Casualty Company
Name of Employer
By /s/ XXXXXXX X. XXXXXXX
------------------------------
The Cincinnati Indemnity Company
Name of Employer
By /s/ XXXXXXX X. XXXXXXX
------------------------------
MISCELLANEOUS
PAGE 48
