EXHIBIT 4.4.(d)
1165(e) PLAN ADOPTION AGREEMENT
MASTER DEFINED CONTRIBUTION RETIREMENT PLAN
AMENDED EFFECTIVE AS OF JANUARY 1, 1998
(1/01/99 VERSION)
BY executing this Adoption Agreement the Employer is
adopting a profit sharing plan with optional Section 1165(e) provisions for the
benefit of its Employees. The Employer's Plan is comprised of: (i) [X] the Banco
Popular de Puerto Rico Master Defined Contribution Retirement Plan Document or
[ ] the Employer's Defined Contribution Retirement Plan Document; (ii) [X] the
Banco Popular de Puerto Rico Master Defined Contribution Retirement Plan Master
Trust or [X] the Employer's Defined Contribution Retirement Plan Trust; and
(iii) [X] this Adoption Agreement. The terms used in this Adoption Agreement, as
well as the rules to be complied with in connection with the Plan, are fully
explained in the [X] Master Plan Document or [ ] the Employer's Plan Document.
When signing this Adoption Agreement, if applicable, the Employer has received
copy of the Banco Popular de Puerto Rico Master Defined Contribution Retirement
Plan and the Master Plan's Summary Plan Description. The Banco Popular de Puerto
Rico Master Defined Contribution Retirement Plan Master Trust is available upon
request at Banco Popular's main offices in Hato Rey, Puerto Rico.
1165(E) PLAN ADOPTION AGREEMENT
MASTER DEFINED CONTRIBUTION RETIREMENT PLAN
COPYRIGHT@ 1998 BY BANCO POPULAR DE PUERTO RICO
-2-
EMPLOYER INFORMATION
NAME OF EMPLOYER: POPULAR FINANCE, INC.
--------------------------------------------------------------
ADDRESS: SUITE 613, COND. EL SENORIAL, 00 XXXXX XX.
-----------------------------------------------------------------------
XXXXX, XX 00000
--------------------------------------------------------------------------------
TELEPHONE: ------------------------------- TELEFAX:-----------------------------
PERSON FOR BANCO POPULAR DE PUERTO RICO TO CONTACT: XXXXXXX XXXXX
----------------------------
EMPLOYER TAX IDENTIFICATION NUMBER: 00-0000000
--------------------------------------------
TYPE OF BUSINESS:
[ ] Unincorporated Trade or Business
[ ] Partnership
[X ] Corporation
[ ] Other (specify) --------------------------------------------------
Employer's taxable year:
[X ] Calendar Year
[ ] Fiscal Year ending on --------------------------------------------
GENERAL PLAN INFORMATION
PLAN NAME
Popular Finance, Inc. Retirement & Savings Plan
--------------------------------------------------------------------------------
(Employer's name and type of plan)
ADOPTION OR AMENDMENT OF PLAN
By signing this Adoption Agreement the Employer:
[ ] adopts the Banco Popular de Puerto Rico Master Defined Contribution
Retirement Plan and its Master Trust
[ ] adopts the Banco Popular de Puerto Rico Master Defined Contribution
Retirement Plan and an Individual Trust
[ ] adopts an Individual Defined Contribution Retirement Plan and the
Banco Popular de Puerto Rico Master Defined Contribution Retirement
Plan Master Trust,
[X ] amends certain options of an earlier Banco Popular de Puerto Rico
Master Defined Contribution Retirement Plan Adoption Agreement for
this 1165(e) Plan,
[ ] amends and restates the following Plan:
Name of Plan: ------------------------------------------------
Effective Date: -----------------------------------------------
-3-
EFFECTIVE DATE
The effective date of this Plan or amendment is: January 28, 1999
--------------------------------
(month/day/year)
(cannot be earlier than the first day of the Plan Year in which the Employer
signs this Adoption Agreement).
PLAN YEAR
The Plan Year will be a calendar year unless the Employer elects otherwise by
checking the box below:
[ ] The Plan Year shall begin on and end on
--------------- ---------------
(month/day) (month/day)
[ ] If applicable, the first Plan Year is a short Plan Year beginning on
and ending on
--------------- ---------------
(month/day) (month/day)
ACCOUNTING METHOD
The Plan shall use the cash basis accounting method.
ELIGIBILITY FOR PLAN PARTICIPATION
WAIVER OF REQUIREMENTS FOR NEW PLANS
[X ] If checked, each Employee employed on the Effective Date is automatically
eligible to participate. Employees hired after the Effective Date are
eligible upon satisfying any service and/or age requirements specified
below:
AGE REQUIREMENT. An employee must fulfill the following age requirement to
become a Participant:
[ ] No minimum age required.
[X ] Minimum age 18 (not greater than 21).
-------------
[ ] Other
SERVICE REQUIREMENTS. An employee must fulfill the following service requirement
to become a Participant:
[ ] No service requirement.
[X ] One year of service.
[ ] Other
METHOD FOR CALCULATING YEAR OF SERVICE.
[X ] HOURS OF SERVICE METHOD. An Employee's service will be determined by
using the Hours of Service method as described in Article 3 of the
Master Plan document or the Employer's Individual Plan Document.
[ ] ELAPSED TIME METHOD. An Employee's service will be determined using the
elapsed time method, as described in Article 3 of the Master Plan
document or the Employer's Individual Plan Document.
-4-
PREDECESSOR EMPLOYERS. Service with the following predecessor employers will be
treated as service with the Employer:
Best Finance Corporation.
--------------------------------------------------------------------------------
Any Popular, Inc. subsidiary
--------------------------------------------------------------------------------
ENTRY DATES
An Employee may elect to become a Participant and start making Employee
Contributions on any entry date on or after he or she satisfies the Plan's
eligibility requirements.
INDICATE THE PLAN'S ENTRY DATES:
[ ] Monthly Entry Dates. The first day of each month date.
[X ] Quarterly Entry Dates. The first day of each of the first, fourth,
seventh and tenth months of the Plan Year is an entry date.
[ ] Semi-Annual Entry Dates. The first day of each of the first and seventh
months of the Plan Year is an entry date.
COMPENSATION
A Participant's Compensation shall mean the total compensation that is currently
includible in income for income tax purposes paid to him by the Employer during
a Plan Year. Except that if checked below, Compensation will exclude the
following items:
[ ] bonuses
[X ] overtime
[X ] commissions
[X ] other items (specify) Christmas Bonus; Car Allowance
------------------------------------------------
-----------------------------------------------------------------------------
CONTRIBUTIONS
PROFIT SHARING CONTRIBUTIONS
[ ] The Employer will make no Profit Sharing Contributions
[X ] For each Plan Year in which this Plan is in effect the Employer may
make contributions to the Trust in one or more installments out of its
Net Profits (as defined in section 6.2c.(3) of the Plan) for the Plan
Year, in such amounts as the Employer may determine (if any). The Plan
Year for which each contribution is made shall be designated at the
time of the contribution. Profit-Sharing Contributions may not exceed
the lesser of Employer's Net Profits or 15% of a Participant's
Compensation in any Plan Year.
-5-
EMPLOYEE CONTRIBUTIONS
Participants may make contributions as follows:
[ ] Pre-Tax Contributions.
[ ] After-Tax Contributions.
[X ] Pre-Tax Contributions and/or After-Tax Contributions, at the election
of the Participant.
Pre-Tax Contributions in a Plan Year may not exceed 10% of Compensation or
$7,500, in 1997, and $8,000, in 1998 and thereafter whichever is less.
After-Tax Contributions in a Plan Year, if authorized, may not exceed 10% of the
aggregate compensation paid to the Employee during all the years he or she has
been a Plan Participant.
Pre-Tax Contributions and/or After-Tax Contributions may not commence prior to
the date the Plan is adopted.
MATCHING CONTRIBUTIONS
[ ] The Employer will make no Matching Contributions.
[X ] The Employer will make a Matching Contribution equal to 50 cents for
each dollar of a Participant's:
[X ] Pre-Tax Contributions.
[ ] After-Tax Contributions.
[ ] Pre-Tax Contributions and After-Tax Contributions.
However, the Employer will not make Matching Contributions above 5% of the
Participant's Compensation.
QUALIFIED MATCHING AND NON-ELECTIVE CONTRIBUTIONS
Qualified Matching Contributions and Qualified Non-Elective Contributions, as
defined in the Master Plan Document or the Employer's Plan Document, will be
taken into account for purposes of calculating the Actual Deferral Percentages
of Non-Highly Compensated Employees to the extent necessary to meet the Actual
Deferral Percentage test.
ROLLOVER CONTRIBUTIONS
The Plan's Trustee shall be authorized to receive rollover contributions,
[ ] Only if the Employee has met the participation requirements of the Plan
as of the date of the contribution.
[X ] Even if the Employee has not met the participation requirements of the
Plan as of the date of the contribution.
VESTING
PRE-TAX AND/OR AFTER-TAX CONTRIBUTIONS
Pre-Tax and/or After-Tax Contributions are always 100% vested.
MATCHING CONTRIBUTIONS AND/OR PROFIT SHARING CONTRIBUTIONS
Matching Contributions and/or Profit Sharing Contributions will vest in
accordance with the following vesting schedule:
-6-
Graded Vesting Table
(1) (2) (3)
[ ] FULL VESTING. Participants are 100% vested at all times YEARS OF VESTED MINIMUM REQUIRED
SERVICE PERCENTAGE PERCENTAGE
[ ] CLIFF VESTING. Participants are 100% vested after completing ____ years
of service (insert number; cannot be greater than 5). The Participant
will be 0% vested until completing the years of service specified
above. Less than 1 0
--------
At least 1 20 0
--------
[X ] GRADED VESTING. Participants are vested in accordance with the At least 2 40 0
following vesting schedule. (A Participant's vested percentage is --------
the percentage inserted in column (2) or the percentage in column
(3), whichever is greater. Spaces left blank are treated as zeros). At least 3 60 20
--------
At least 4 80 40
--------
At least 5 100 60
--------
At least 6 80
--------
At least 7 100
--------
YEARS OF SERVICE EXCLUDED IN DETERMINING VESTED PERCENTAGES. Need not be
completed - check as many as desired.
[ ] Years completed before the effective date of this Plan (or a
predecessor plan).
[ ] Years completed before the Participant's _____ birthday (insert
birthday not greater than 18th).
LOANS
[ ] Loans from the Plan will be permitted, subject to the Plan's loan
rules. (Loans will not be available to Owner- Employees unless one of
the following occurs: such person has at his expense obtained an
administrative exemption from ERISA's prohibited transaction rules
from the United States Department of Labor with respect to such loan
or the United States Department of Labor has issued a prohibited
transaction class exemption covering such loans.)
[X ] Loans to Participants from the Plan are not permitted.
IN-SERVICE WITHDRAWALS
The following provisions will govern the availability of in-service withdrawals
from a Participant's accounts. See Article 9 of the Plan document for additional
details, including definitions and limitations.
PROFIT SHARING CONTRIBUTIONS.
In-service withdrawals from Profit Sharing Contributions will not be allowed
unless one of the following boxes is checked:
[ ] In-service withdrawals from Profit Sharing Contributions Account will
only be allowed in case of a financial hardship as such term is
defined in Article 9.1 of the Master Plan Document or the Employer's
Individual Plan Document.
[ ] In-service withdrawals from Profit Sharing Contributions Account will
be allowed for any reason.
PRE-TAX CONTRIBUTIONS.
In-service withdrawals from Pre-Tax Contributions will only be allowed in case
of a financial hardship as such term is defined in Article 9.1 of the Master
Plan Document or the Employer's Individual Plan Document.
AFTER-TAX CONTRIBUTIONS. In-service withdrawals from After-Tax Contributions
will be allowed for any reason.
-7-
MATCHING CONTRIBUTIONS. In-service withdrawals from Matching Contributions will
not be allowed unless one of the following boxes is checked:
[ ] In-service withdrawals from Profit Sharing Contributions Account
will only be allowed in case of a financial hardship as such term is
defined in Article 9.1 of the Master Plan Document or the Employer's
Individual Plan Document.
[ ] In-service withdrawals from Profit Sharing Contributions Account will
be allowed for any reason.
ROLLOVER CONTRIBUTIONS. Refer to Article 9 of the Master Plan document.
WITHDRAWALS AFTER AGE 59 1/2.
[ ] If checked, after 59 1/2 a Participant may make in-service
withdrawals from his Pre-Tax Contributions and, if applicable, from
his Qualified Matching and Non-Elective Contributions Accounts
without financial hardship (up to the vested percentage of each such
accounts).
FINANCIAL HARDSHIP. An in-service withdrawal will be on account of financial
hardship only if the Participant has an immediate and heavy financial need and
the withdrawal is necessary to meet such need.
A withdrawal will be deemed to be on account of an immediate and heavy financial
need if it is occasioned by:
o a deductible medical expense incurred by the Participant or his spouse,
children or dependent; (not reimbursed by medical insurance or otherwise);
o purchase of the Participant's principal residence (not including mortgage
payments);
o tuition payments for the next semester or quarter of post-secondary
education for the Participant or his spouse, child or dependent;
o rent or mortgage payments to prevent the Participant's eviction from or the
foreclosure of the mortgage on his principal residence; or
o such other event or circumstances as the Puerto Rico Secretary of the
Treasury through regulations may permit.
A Participant must establish to the Plan Administrator's satisfaction both that
the Participant has an immediate and heavy financial need and that the
withdrawal is necessary to meet the need.
The Trustee and the Plan Administrator shall agree as to the most convenient way
of administering the financial hardship provisions of the Plan.
A Participant who makes a withdrawal on account of a financial hardship may not
make Pre-Tax Contributions or After- Tax Contributions hereunder (or under any
other Plan maintained by the Employer) for a period of 12 months following the
date of the in-service withdrawal.
PAYMENT. Participants in-service withdrawal request shall be paid on or before
the last day of each:
/ / month
/ / quarter
/ / semester
/ / the Plan year
-8-
RETIREMENT AGE
NORMAL RETIREMENT AGE. A Participant will be fully vested and may retire after
the latter of: reaching age 65 or the fifth anniversary of the first day of the
Plan Year in which he/she commenced participation in the Plan.
DISABILITY RETIREMENT. A Participant will be fully vested and may retire before
normal retirement upon becoming disabled.
EARLY RETIREMENT AGE.
[ ] If checked, a Participant will be fully vested and may retire prior
to Normal Retirement Age upon reaching age _____ and completing _____
years of service.
DISTRIBUTION OF VESTED BENEFITS BEFORE RETIREMENT, DEATH OR DISABILITY.
If the Participant terminates his employment with the Employer before reaching
his normal or early retirement age, becoming disabled or dying, Participant
/ / shall be / / shall not be allowed to apply for an early distribution of
his plan benefits.
DISTRIBUTION OF BENEFITS
Upon becoming entitled to the distribution of this Plan benefits, the
Participants or their authorized representative must request from the Employer
that their benefits be distributed. In such request, the Participant, or his' or
her's authorized representative, must elect one of the following payment
alternatives:
[X ] Lump-Sum cash distribution
[ ] periodical payments
The election of one optional payment form may require the consent of the
Participant's surviving spouse. Benefit distributions may not exceed the
Participant's life expectancy and that of his' or her's surviving spouse.
If the Employer elects more that one method of distribution hereunder, then, the
Participants' shall elect under which of such methods his' or her's benefit
shall be distributed.
TIME OF PAYMENT
When a Participant retires, becomes disabled or dies, the distribution of his
benefits shall commence:
[X ] as soon as it is administratively feasible following the termination
of the Plan Year in which the Participant requests the distribution
of his or her benefits or such amount becomes payable.
[ ] as soon as it is administratively feasible following the date in which
the Plan Participant requests the distribution of his or her benefits
or such amount becomes payable.
[ ] as soon as it is administratively feasible following the termination
of the Plan Year in which there is a ______ consecutive break in
service of one year.
[ ] only after you have reached your Normal Retirement Date or Early
Retirement Date (if applicable).
-9-
If the Plan Participant terminates his employment for a reason other than death,
disability, or retirement payments shall commence:
[X ] as soon as it is administratively feasible following the termination
of the Plan Year in which the Participants requested the distribution
or the same becomes payable.
[ ] as soon as it is administratively feasible following the date in
which the Plan Participant requested the distribution of his or her
benefits or such amount becomes payable.
[ ] as soon as it is administratively feasible following the termination
of the Plan Year in which the Plan Participant incurs ____
consecutive break in service of one year.
[ ] only after you have reached your Normal Retirement Date or Early
Retirement Date (if applicable).
INVESTMENT FUNDS
Investment Funds shall be those selected by the Employer on the separate
Investment Funds Selection Form.
All investment instructions as to each Participant's accounts will be directed
by the Participant and/or the Employer.
However, if no investment instructions are provided by the Participant and/or
the Employer, the Participant's accounts will be invested in equal proportions
among the investment funds chosen by the Employer.
For purposes of the Plan, the Trustee /X/ shall be / / shall not be considered
as a directed trustee.
PARTICIPANT'S INVESTMENT INSTRUCTIONS
The Participants will be allowed to modify their investments instructions on a
monthly /X/ quarterly / / semi annual / / annual basis.
PARTICIPANT'S CONTRIBUTIONS TO THE PLAN
The Participants will be allowed to modify or suspend their pre-tax and/or their
after-tax contributions to the Plan on a monthly X quarterly semi annual annual
basis.
PLAN ADMINISTRATION
PLAN ADMINISTRATOR.
The Employer is the legal Plan Administrator under ERISA. Specify one or more
officers, partners, Employees or other persons to perform the functions of the
Plan Administrator:
Xxxxxxx Xxxxxxx
--------------------------------------------------------------------------------
Xxxxxxx Xxxxx
--------------------------------------------------------------------------------
Xxxxx de los Angeles Xxxx
--------------------------------------------------------------------------------
Each person selected must submit a specimen signature. Any such appointment may
be changed by written notice.
-10-
MASTER TRUST
By executing this Adoption Agreement the Employer /X/ adopts / / does not adopts
the Master Trust established by Banco Popular de Puerto Rico to carry out the
purposes of the Plan and thus retains Banco Popular as Trustee. The terms of the
Trust and corresponding fees are contained in the Banco Popular de Puerto Rico
Master Defined Contribution Retirement Plan, Master Trust and Fee Schedule
respectively, which are incorporated by reference into this Adoption Agreement.
RECORDKEEPER
/ / By executing this Adoption Agreement, the Employer retains Banco
Popular de Puerto Rico as Recordkeeper of the Plan pursuant to the
Recordkeeping Agreement and Fee Schedule incorporated by reference
into this Adoption Agreement.
/ / The Employer has selected as recordkeeper for the Plan:
Name
------------------------------------------------------------------------
Address
------------------------------------------------------------------------
Telephone No.
-----------------------------------------------------------------
Contact Person
-----------------------------------------------------------------
RECORDKEEPER AND TRUSTEE'S FEES
By executing this Adoption Agreement, the Employer agrees to retain Banco
Popular de Puerto Rico as Recordkeeper and, if applicable, as Trustee of the
Plan, for an initial minimum period of three years. This Agreement shall renew
automatically for an indefinite period of time. The Employer may terminate this
Agreement at any time subject to a written termination notice received by Banco
Popular at least thirty days prior to the effective date of termination. If
termination occurs during the initial three year period, the Employer agrees to
compensate Banco Popular with a termination fee equal to three times the total
annual fees minus any amount already satisfied in connection with the services
rendered since the effective date of this agreement. Banco Popular may change
the Fee Schedule from time to time and shall provide written notification to the
Employer.
VALUATING OF PARTICIPANT'S ACCOUNTS
The Participant's Accounts shall be valued / / monthly /X/ quarterly / / semi
annually / / annually.
PARTICIPANT'S ACCOUNT STATEMENTS
The Participants shall be provided with a statement of their account on a
/ / monthly /X/ quarterly / / semi annually / / annual basis.
-11-
SATISFACTION OF THE PARTICIPATION AND NON-DISCRIMINATION REQUIREMENTS OF THE IRC
BY EMPLOYERS WITH EMPLOYEES WITHIN AND WITHOUT PUERTO RICO OR THAT ARE MEMBERS
OF AN AFFILIATED GROUP.
The satisfaction of the participation and non-discrimination requirements of
section 1165(a)(3)(A), 1165(a)(4), and 1165(e)(3) of the IRC shall be determine
by taking into the account the active Employees that the Employer has in Puerto
Rico. Notwithstanding the above, in the case of an Employer having Employees
within and without Puerto Rico or that is a member of an affiliated group of
corporations or partnerships (within the meaning of section 1028 of the IRC)
that adopt the same plan, said Employer or Employers may elect to meet the above
mentioned requirements as follows:
/X/ By taking into the account all the active Employees (employed within
and without Puerto Rico) of the Employers or of each individual
Employer;
/ / By taking into the account all the Employees of the affiliated group
of corporation or partnerships (even if some of the members of the
affiliated group of corporations or partnerships have no Employees in
Puerto Rico);
/ / By taking into the account all the Employees of those members of the
affiliated group of corporations or partnerships having Employees in
Puerto Rico; or
/ / By taking into the account all the Employees employed by the members
of the affiliated group of corporations or partnerships in Puerto
Rico.
The above mentioned options shall be available as long as the Plan offers to the
Puerto Rico resident Employees the same benefits offered to those Employees
located outside of Puerto Rico.
EXECUTION OF ADOPTION AGREEMENT
EMPLOYER
Name of Employer: Popular Finance, Inc.
----------------------------------------------------------
Signed: [Xxxxxxx Xxxxx]
-------------------------------------------------------------------------
Print name and title: Xxxxxxx Xxxxx, President
----------------------------------------------------------
Date: January 28, 1999
-------------------------------------------------------------------------
RESPONSIBILITIES OF EMPLOYER
The Employer understands that, by establishing this Plan, it will have certain
legal responsibilities for which neither the Trustee nor the Plan Sponsor will
be responsible. The Employer also understands that it will be solely responsible
for any taxes, costs or expenses arising from the disqualification of the
Employer's Plan. The Employer warrants that it has obtained legal and tax advice
to the extent the Employer deems necessary before signing this Adoption
Agreement.
-12-
TRUSTEE
Name of Trustee: BANCO POPULAR DE PUERTO RICO
----------------------------------------------------------
Address: 000 Xxxxx xx Xxxx Xxxxxx, Xxxx Xxx,
Xxxxxx Xxxx 00000
----------------------------------------------------------
Signed: [Xxxxxxxxx Xxxxxxxxx]
----------------------------------------------------------
Print name and title: Xxxxxxxxx Xxxxxxxxx, Vice-President
----------------------------------------------------------
Date: January 28, 1999
---------------------------------------------------------------------------
The identifying number for the Banco Popular de Puerto Rico Master Defined
Contribution Retirement Plan document is 01 and for this Adoption Agreement is
102. The Plan Sponsor is (insert Employer's name and address)
--------------------------------------------------------------------------------
Banco Popular de Puerto Rico will notify you if it amends or discontinues this
Master Plan.
The Employer should insure that this Adoption Agreement has been filled out
completely and properly. Failure to do so may result in Plan disqualification.
-13-
EMPLOYER'S SELECTION OF INVESTMENT FUNDS
----------------------------------------
Employer Name: Popular Finance, Inc.
------------------------------------------------------------------
Plan Name: Popular Finance, Inc. Retirement & Savings Plan
---------------------------------------------------------------------
The Employer selects the following Investment Funds for the above named plan:
(At least three.)
1. Windsor II
-----------------------------------------------------------------------------
2. Strong Government Securities
-----------------------------------------------------------------------------
3. Lazard Small Caps
-----------------------------------------------------------------------------
4. Fidelity Advisor
-----------------------------------------------------------------------------
5. Dodge & Xxx Income Fund
-----------------------------------------------------------------------------
6. Popular, Inc. Common Stock
-----------------------------------------------------------------------------
In San Xxxx, Puerto Rico on the 28th day of January, 1999.
EMPLOYER
Name of Employer: Popular Finance, Inc.
Signed: [Xxxxxxx Xxxxx]
--------------------------------------------
Print name and Title: Xxxxxxx Xxxxx, President
Date: January 28, 1999
TRUSTEE
Name of Trustee: Banco Popular de Puerto Rico
Signed: [Xxxxxxxxx Xxxxxxxxx Xxxxxx]
--------------------------------------------
Print name and Title: Xxxxxxxxx Xxxxxxxxx Xxxxxx, Vice President
& Pension Plan Manager
Date: January 28, 1999
-14-
