Exhibit 7
PART II
[ CHESTNUT STREET EXCHANGE FUND ]
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NAME OF ADOPTING EMPLOYER
DEFINED CONTRIBUTION PLAN
(PROFIT-SHARING OR PROFIT-SHARING 401(K))
REGIONAL PROTOTYPE PLAN NUMBER 001
ADOPTION AGREEMENT
DRINKER XXXXXX & XXXXX LLP
REGIONAL PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST AGREEMENT
[ FUND OFFICE RETIREMENT PROFIT-SHARING PLAN ]
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NAME OF PLAN
(REV. 06/94)
(COPYRIGHT SIGN) DRINKER XXXXXX & XXXXX LLP 1997
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
00 XXXXXXX XXXXX
XXXXXXXXX, XX 00000-0000
Employer Identification Number:
Date: JAN 04, 1993 00-0000000
File Folder Number:
DRINKER XXXXXX & XXXXX 521006125
PHILADELPHIA NATIONAL BANK BLDG Person to Contact:
X/X XXXXX X XXXXXXX XXXXXXX X.X. Xxxxxxx
DRINKER XXXXXX & XXXXX Contact Telephone Number:
0000 XXXXXXXX XXXXXX XX XXX XX XXXX (000) 000-0000
XXXXXXXXXXXX, XX 00000-0000 Plan Name:
REGIONAL PROTOTYPE
DEFINED CONTRIBUTION PLAN
Plan Number: 001
Letter Serial Number:
D8520005
Dear Applicant:
The amendment to the form of the plan identified above is acceptable
under section 401(a) or 403(a) of the Internal Revenue Code. This letter relates
only to the amendment to the form of the plan. It is not a determination of any
other amendment or of the form of the plan as a whole, or on the effect of other
federal or local statutes.
You must furnish a copy of this letter and the enclosed publication to
each employer who adopts this plan. You must also send a copy of this letter, a
copy of the approved form of the plan, and any approved amendments and related
documents to each key District Director of the Internal Revenue Service in whose
jurisdiction there are adopting employers.
The acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). To adopt the form of the plan, the employer should apply for a
determination letter by filing an application with the key District Director of
the Internal Revenue Service on Form 5307, Application for Determination for
Adopters of Master or Prototype, Regional Prototype or Volume Submitter Plans.
For purposes of sections 15.02 and 15.03 of Rev. Proc. 89-13, 1989-1
C.B. 801, your application was received before March 31, 1991.
Please advise those adopting the plan to contact you if they have any
questions about the operation of the plan.
We have sent a copy of this letter to your representative as indicated
in your Power of Attorney.
If you have any questions on our processing of this case, please call
the above telephone number. If you write, please provide your telephone number
and the most convenient time for us to call in case we need more information.
Whether you call or write, please refer to the Letter Serial Number and File
Folder Number shown in the heading of this letter.
You should keep this letter as a permanent record.
Sincerely yours,
/s/ X.X. Xxxxxxxxx
District Director
Enclosure(s)
Publication 1488 Letter 2026/DO/CG)
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Department of the Treasury Internal Revenue Service
PUBLICATION 1488
(Rev. February 1991)
FAVORABLE NOTIFICATION LETTER
INTRODUCTION
This publication is issued in conjunction with a favorable notification letter.
It explains the significance of your letter, points out some features that may
affect the qualified status of the plan, and provides information on the
reporting requirements for the plan.
An employee retirement plan qualified under Internal Revenue Code
section 401(a) or 403(a) (qualified plan) is entitled to favorable tax
treatment. For example, contributions made in accordance with the plan document
are generally currently deductible. Participants will not include these
contributions into income until the time they receive a distribution from the
plan, at which time special income averaging rates for lump sum distributions
may serve to reduce the tax liability. In some cases, taxation may be further
deferred by rollover to another qualified plan or individual retirement
arrangement. See Publication 575, Pension and Annuity Income (Including
Simplified General Rule), for further details. Finally, plan earnings may
accumulate free of tax.
Employee retirement plans that fail to satisfy the requirements under
section 401(a) or 403(a) are not entitled to this favorable tax treatment.
Therefore, many employers desire advance assurance that the terms of their plans
satisfy the qualification requirements. The Service provides such advance
assurance for regional prototype plans by issuing favorable notification
letters. However, in some cases, a determination letter is also required for
reliance.
SIGNIFICANCE OF A FAVORABLE NOTIFICATION LETTER
Notification letters are issued by the Service to sponsors of regional prototype
plans. Plan sponsors then make the plan available to employers who may adopt the
plans for the benefit of their employees.
The significance of a favorable notification letter differs for
standardized plans and nonstandardized plans. A standardized plan can be
identified by the number 2, 5, or 7 appearing in the second position of the
letter serial number (the number following the alpha character which appears in
the upper right portion of the letter). A nonstandardized plan may be identified
by the number 3, 6, or 8 appearing in the second position.
STANDARDIZED PLANS. A standardized plan is designed to be automatically
acceptable under any fact pattern, except as indicated below. Therefore, there
is no need to request a determination letter for such plans, provided the
employer does not amend the plan and chooses only those options in the adoption
agreement that were approved by the Service. Although a determination letter is
not requested, the employer must still inform interested parties of the
establishment or amendment of the plan. However, a determination letter is
required for advance assurance that the provisions of the plan satisfy the
qualification requirements if the employer maintains or has maintained another
qualified plan. The Employer is not considered to have maintained another plan
merely because the plan was previously not a standardized plan. Under certain
circumstances, employers who have adopted standardized defined benefit plans may
wish to request a determination letter that their plans prior benefit structure
satisfies the requirements of Internal Revenue Code section 401(a)(26).
Paired plans are standardized plans that are designed to work together.
A paired plan may be recognized by the phrase "other than a specified paired
plan" appearing in the fifth or sixth paragraph of the notification letter. If
the employer maintains and has maintained only paired plans, a determination
letter is not needed.
NONSTANDARDIZED PLANS. It is possible that the unique fact patterns applicable
to a specific employer may cause a nonstandardized plan to fail qualification.
Therefore, to obtain advance assurance that the plan is qualified, the plan must
be submitted for a determination letter. A determination letter is similar to an
insurance policy that will, in many cases, protect the employer and plan
beneficiaries from adverse tax consequences if the plan is later found to be
nonqualified in the absence of a change in law, provided the plan is being
operated in good faith in accordance with plan provisions. This advance
assurance is a service provided by the Internal Revenue Service, and is not
required for qualification. Form 5307, Application for Determination for
Adopters of Master or Prototype Regional Prototype or Volume Submitter Plans, is
used to request a determination letter, along with Form 5302, Employee Census,
Form 8717 (explained later), a copy of the adoption agreement, a copy of the
notification letter, a certification from the plan sponsor that the plan has not
been withdrawn and is still in effect, and a copy of any separate trust or
custodial account document.
USER FEE. There is a charge for requesting a determination letter, but the
charge is significantly reduced for regional prototype plans. Please complete
and attach Form 8717, User Fee for Employee Plan Determination Letter Request,
to Form 5307 when requesting a determination letter.
LAW CHANGES AFFECTING THE PLAN. Plans must be amended to retain their qualified
status if any plan provision fails qualification requirements because of changes
in the law becoming effective subsequent to the issuance of the notification
letter. If the plan is not amended, the plan will become nonqualified without
specific notice from the Service. This will occur even if the employer has
received a favorable determination letter in addition to the notification
letter. The employer and plan participants may be subject to adverse tax
consequences if the plan is nonqualified.
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The first character of the serial number assigned to the plan indicates
the latest law change for which the plan had been amended. For example, the
letter "D" indicates the plan was amended for the Tax Reform Act of 1986, which
generally became effective for plan years after the 1988 plan year.
A notification letter will not be applicable after a change in
qualification requirements unless the plan sponsor requests a new notification
letter within 12 months after the change. The plan sponsor must provide those
employers for whom the employer is continuing to sponsor the plan with a copy of
the amendments and the new notification letter within 60 days of the receipt of
the new letter. If a change requires modification of the adoption agreement,
employers must execute the new agreement by the later of 6 months after issuance
of the new notification letter, or the end of the period specified in Internal
Revenue Code section 401(b).
If the application for a notification letter was submitted to the Service
within certain time frames, the plan generally need not be amended again unless
required to do so by legislation. The application was submitted to the Service
within these time frames, if the following paragraph appears in the notification
letter: "For purposes of sections 15.02 and 15.03 of Rev. Proc. 89-13, 1989-1
C.B. 801, your application was received timely".
REQUIRED NOTIFICATIONS TO ADOPTING EMPLOYERS. The plan sponsor must provide
adopting employers with annual notifications indicating whether the sponsor
intends to continue to sponsor the plan, and whether amendments have been made
to the plan. The plan sponsor must also notify employers within 60 days if the
plan sponsor discontinues its sponsoring of the plan.
REQUIRED NOTIFICATIONS TO THE INTERNAL REVENUE SERVICE. On each anniversary of
the date of issuance of the notification letter, the plan sponsor must advise
the Service whether the sponsor has made any changes to the plan, and whether
the plan is still being made available for adoption by employers. The plan
sponsor must also provide a listing of adopting employers, and a statement that
the plan sponsor has provided employers with the notification described in the
above paragraph.
REPORTING REQUIREMENTS. Most plan administrators or employers who maintain an
employee benefit plan must file an annual return/report with the Internal
Revenue Service. The following forms should be used for this purpose:
FORM 5500EZ - generally for a "One-Participant Plan," which is a plan that
covers only: (1) an individual, or an individual or his or her spouse who wholly
owns a business, whether incorporated or not, or (2) partner(s) in a partnership
or the partner(s) and their spouse(s). If Form 5500EZ cannot be used, the
one-participant plan should use 5500-C or 5500-R, whichever applies. NOTE: Xxxxx
(H.R. 10) plans are required to file an annual return even if the only
participants are owner-employees. The term "owner-employee" includes a partner
who owns more than 10% interest in either the capital or the profits of the
partnership. This applies to both defined contribution and defined benefit
plans.
FILING EXCEPTION FOR PLANS THAT HAVE NO MORE THAN $100,000 IN ASSETS. An annual
return is not required to be filed for one participant plans having less than
$100,000 in assets that otherwise qualify for filing Form 5500EZ.
FORM 5500 - for a pension benefit plan with 100 or more participants at the
beginning of the plan year.
FORM 5500-C - for a pension benefit plan with more than one but fewer than 100
participants at the beginning of the plan year.
FORM 5500-R - for a pension benefit plan with more than one but fewer than 100
participants at the start of the plan year for which 5500-C is not filed. NOTE:
For 1989 and subsequent years Form 5500-R is part of the Form 5500C/R package.
Filing only the first two pages of the Form 5500C/R package constitutes the
filing of a Form 5500-R.
WHEN TO FILE. Forms 5500 and 5500EZ must be filed annually. Form 5500-C must be
filed for (i) the initial plan year, (ii) the year a final return/report would
be filed, and (iii) at three-year intervals. Form 5500-R must be filed in the
years when Form 5500-C is not filed (See Note above). However, 5500-C will be
accepted in place of 5500-R.
DISCLOSURE. The Internal Revenue Service will process the returns and provide
the Department of Labor and the Pension Benefit Guarantee Corporation with the
necessary information and copies of the returns on microfilm for disclosure
purposes.
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PART II
[CHESTNUT STREET EXCHANGE FUND]
-----------------------------
DEFINED CONTRIBUTION PLAN
(PROFIT-SHARING OR PROFIT-SHARING 401(K))
REGIONAL PROTOTYPE PLAN NUMBER 001
ADOPTION AGREEMENT
DRINKER XXXXXX & XXXXX LLP
REGIONAL PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST AGREEMENT
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NOTES TO ADOPTING EMPLOYERS AND TO ADOPTING AFFILIATED EMPLOYERS:
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THIS ADOPTION AGREEMENT MAY ONLY BE USED WITH THE DRINKER XXXXXX & XXXXX LLP
REGIONAL PROTOTYPE DEFINED CONTRIBUTION PLAN.
FAILURE TO PROPERLY FILL OUT THIS ADOPTION AGREEMENT MAY RESULT IN THE
DISQUALIFICATION OF THE PLAN AS ADOPTED BY THE EMPLOYER.
A CASH OR DEFERRED ARRANGEMENT MAY NOT BE ADOPTED BY A TAX EXEMPT OR
GOVERNMENTAL ORGANIZATION WITH THE EXCEPTION OF CERTAIN PRE-EXISTING PLANS.
DRINKER XXXXXX & XXXXX LLP, THE SPONSORING ORGANIZATION OF THIS PLAN, WILL
INFORM THE ADOPTING EMPLOYER AND/OR ADOPTING AFFILIATED EMPLOYER OF ANY
AMENDMENTS MADE TO THE PLAN OR OF THE DISCONTINUANCE OR ABANDONMENT OF THE PLAN.
DRINKER XXXXXX & XXXXX LLP IS THE SPONSORING ORGANIZATION OF THIS PLAN. ITS
ADDRESS IS PHILADELPHIA NATIONAL BANK BUILDING, 0000 XXXXXXXX XXXXXX,
XXXXXXXXXXXX, XX 00000-0000 AND ITS TELEPHONE NUMBER IS (000) 000-0000.
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(FILL IN BLANKS AND INDICATE SELECTION WHERE REQUIRED)
The undersigned Employer hereby (check applicable box)
[ ] adopts
[ X ] adopts, as an amendment to a predecessor plan and trust
agreement of the Employer,
the DRINKER XXXXXX & XXXXX LLP REGIONAL PROTOTYPE DEFINED CONTRIBUTION PLAN AND
TRUST AGREEMENT, consisting of Part I, the Plan and Trust Agreement, and Part
II, this Adoption Agreement. The Plan and Trust Agreement, as so adopted, shall
be known as the [FUND OFFICE RETIREMENT PROFIT-SHARING PLAN AND TRUST AGREEMENT]
(the "Plan"), a DEFINED CONTRIBUTION PLAN (PROFIT-SHARING OR PROFIT-SHARING
401(K)) AND TRUST AGREEMENT. The Employer and Trustee, by signing this Adoption
Agreement, mutually agree and consent to the terms of the Plan and Trust,
consisting of Part I, the Plan and Trust Agreement, and Part II, this Adoption
Agreement.
(COPYRIGHT SIGN) DRINKER XXXXXX & XXXXX LLP 1997
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NAME OF ADOPTING EMPLOYER: [CHESTNUT STREET EXCHANGE FUND]
-----------------------------
ADDRESS OF ADOPTING EMPLOYER: [BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000 ]
ADOPTING EMPLOYER'S EMPLOYER IDENTIFICATION NUMBER: [ 00-0000000 ]
ADOPTING EMPLOYER'S BUSINESS CODE NUMBER: [ 6742 ]
--------------------
TYPE OF ENTITY (check one): [ ] Corporation [ ] S Corporation
[ ] Sole Proprietor [ X ] Partnership [ ] Church
[ ] Tax Exempt Organization [ ] Governmental Organization
[ ] Professional Corporation
[ ] Other (Specify): [ ]
PLACE OF INCORPORATION OR OTHER ORGANIZATION (SPECIFY): [-------------
CALIFORNIA ]
DATE OF INCORPORATION OR DATE BUSINESS BEGAN: [ MARCH 25, 1976 ]
ADMINISTRATIVE COMMITTEE EMPLOYER IDENTIFICATION NUMBER: [00-0000000]
PLAN NAME: [ FUND OFFICE RETIREMENT PROFIT-SHARING PLAN ]
PLAN IDENTIFICATION NUMBER: [ 001 (333 FOR FORM 5500C/R) ]
----------------------------------------
TRUST NAME: [ FUND OFFICE RETIREMENT PROFIT-SHARING PLAN TRUST ]
TRUST EMPLOYER IDENTIFICATION NUMBER (IF ANY): [ 00-0000000 ]
REGIONAL PROTOTYPE (PROFIT-SHARING (401(K)) PLAN NOTIFICATION
LETTER NUMBER: D8520005 (PN:001 JANUARY 4, 1993)
FROZEN PLAN: If the Employer has discontinued all further
contributions to the Plan, check here [ ]. The Employer and the
Trustee shall, however, continue to maintain the Plan and Trust in
accordance with the requirements of the Internal Revenue Code and
the Treasury regulations thereunder.
TYPE PLAN: The Plan, as adopted under this Adoption Agreement, is a
(check one):
[ X ] (A) Profit-Sharing Plan.
[ ] (B) Profit-Sharing 401(k) Plan.
A.1.1 ACCRUAL COMPUTATION PERIOD. The Accrual Computation Period is the
(check one):
[ X ] (A) Plan Year
[ ] (B) (A consecutive 12-month period ending with
or within the Plan Year.) Enter the day and the
month this period begins: [ ](day) [ ](month).
For Employees whose date of hire is less than 12
months before the end of the 12-month period
designated, Compensation will be determined over
the Plan Year.
A.1.4 ADMINISTRATIVE COMMITTEE. The name(s) and address(es) of the
member(s) of the Administrative Committee are:
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[(A) XXXXXX X. XXXXX
BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
(B)
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(C)
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A.1.10 COMPENSATION. Compensation shall be determined over the
Accrual Computation Period elected in Section A.1.1.
(A) Compensation shall (check one):
[ X ] (1) Include [ ] (2) Not include
--- ---
Employer contributions made pursuant to a salary reduction agreement which
are not includible in the gross income of the Employee under sections 125,
402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
(B) Compensation shall exclude (specify): [
N/A .]
(Note that this exclusion applies only to the manner of determining
contributions to the Plan and for no other purpose; if not applicable,
insert letters N/A in blanks).
A.1.12 CONTROLLED GROUP.
(A) Is the adopting Employer a member of a Controlled
Group (check one)?
[ ] (1) Yes [ X ] (2) No
--- ---
(B) If Section A.1.12(A)(1) is checked, is the
adopting Employer a member of an affiliated service group (check one)?
[ ] (1) Yes [ ] (2) No [ X ] (3) N/A
--- --- ---
If Section A.1.12(A)(1) is checked, list the name and address of each
member in the following blanks (and if Section A.1.12(B)(1) is also
checked, indicate whether the member is an affiliated service group
member): [ N/A
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(If Section A.1.12(A)(2) is checked, the letters N/A should be inserted
in these blanks)
A.1.17 CONTRIBUTIONS ON BEHALF OF DISABLED PARTICIPANTS. The
Employer (check one):
[ ] (A) Will [ X ] (B) Will not
--- ---
make contributions on behalf of disabled Participants on the basis of the
compensation each such Participant would have received for the Limitation
Year if the Participant had been paid at the rate of compensation paid
immediately before becoming permanently and totally disabled.
Such imputed compensation for the disabled Participant may be taken into
account only if the Participant is not a Highly Compensated Employee, and
contributions made on behalf of such Participant shall be nonforfeitable
when made.
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A.1.18 EARLY RETIREMENT DATE.
(A) Shall the Plan provide for an Early Retirement
Date (check one)?
[ ] (1) Yes [ X ] (2) No
--- ---
If Section A.1.18(A)(1) is checked, complete the following:
(B) Early Retirement Date shall mean the (check
one):
[ ] (1) Last day of the Plan Year
[ ] (2) Last day of the month (must coincide
with a Valuation Date)
[ ] (3) [ ] (fill in date) (must
coincide with a Valuation Date)
in which the Participant attains age [ ] (not later than age 64) and
completes [ ] Years of Service for Benefit Accrual with the Employer.
A.1.19 EARNED INCOME. This Section shall apply only if the Plan,
as adopted by the adopting Employer, covers Self-Employed Persons.
A.1.20 EFFECTIVE DATE. If the adoption of this Plan and Trust
Agreement constitutes the adoption of a new plan and trust agreement, check (A)
and fill in blank. If the adoption of this Plan and Trust Agreement constitutes
the restatement of an existing plan and trust agreement (including a prior
version of this Plan and Trust Agreement), check (B) and fill in blanks.
[ ] (A) NEW PLAN. The Effective Date of the Plan and
Trust Agreement is [ ].
[ X ] (B) RESTATED PLAN. The original effective
date of the predecessor plan and trust agreement
was [SEPTEMBER 18, 1981]. Except as otherwise
specifically provided herein, the Effective Date
of the Plan and Trust Agreement, as restated
herein, is [DECEMBER 1, 1997, EXCEPT AS OTHERWISE
INDICATED].
A.1.24 ELIGIBILITY COMPUTATION PERIOD. If Section A.1.33(A)(4) is
checked or if the elapsed time method is checked under Section A.2.2(B)(2),
check here [ ] and do NOT complete the remainder of this Section A.1.24.
Otherwise, the Eligibility Computation Period shall be calculated as follows:
(A) COMPUTATION PERIOD. The Eligibility Computation
Period shall be calculated pursuant to (check (1) or (2)):
[ X ] (1) NORMAL RULE. The Eligibility
Computation Period(s) shall be
determined under Section 1.24(A) of the
Plan.
[ ] (2) ALTERNATE RULE. The Eligibility
Computation Period(s) shall be
determined under Section 1.24(B) of the
Plan.
(B) HOURS OF SERVICE REQUIRED. The number of Hours of Service
which must be completed in order to meet the Eligibility Computation
Period requirements of the Plan is [ 1 ] (fill in blank but not to
exceed 1,000 Hours of Service).
A.1.27 EMPLOYEE PENSION BENEFIT PLAN. Does the Employer or any
member of its Controlled Group maintain or has the Employer or any member of its
Controlled Group maintained any other Employee Pension Benefit Plan (check one)?
[ X ] (A) Yes [ ] (B) No
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If Section A.1.27(A) is checked, list such Employee Pension Benefit Plan(s)
in the following lines: [CHESTNUT STREET EXCHANGE FUND RETIREMENT PROFIT-
SHARING PLAN; INDEPENDENCE SQUARE INCOME SECURITIES, INC. RETIREMENT
PROFIT- SHARING PLAN; TEMPORARY INVESTMENT FUND, INC. RETIREMENT
PROFIT-SHARING PLAN; AND TRUST FOR SHORT TERM FEDERAL SECURITIES RETIREMENT
PROFIT-SHARING PLAN. ALL OF THE FOREGOING PLANS WERE MERGED INTO THIS PLAN
EFFECTIVE DECEMBER 1, 1987. ]
(If Section A.1.27(B) is checked, the letters N/A should be inserted in
these blanks).
A.1.33 ENTRY DATE. Entry Date shall mean (check (A) or (B)):
[ X ] (A) REGULAR METHOD.
[ ] (1) The first day of the Plan Year (this
option cannot be used unless the maximum
age and service requirements are reduced
by 1/2 year (I.E., age 20 1/2 or less
must be selected in Section
A.2.2(B)(1)(a)(ii) and the service
requirement in Section A.2.2(B)(1)(a)
(i) must be reduced by 1/2 year),
coincident with, or, if the first day of
the Plan Year does not so coincide, the
first day of the Plan Year next
following, the date on which an Employee
meets the eligibility requirements of
Article II of the Plan.
[ ] (2) The first day of the Plan Year or
the date six months after the first day
of the Plan Year (whichever date is
earlier), coincident with, or if such
dates do not so coincide, the first day
of the Plan Year or the date six months
after the first day of the Plan Year
(whichever date is earlier) next
following, the date on which an Employee
meets the eligibility requirements of
Article II of the Plan.
[ ] (3) The first day of the month
coincident with, or if the first day of
the month does not so coincide, the
first day of the month next following,
the date on which an Employee meets the
eligibility requirements of Article II
of the Plan.
[ ] (4) The Employee's date of hire.
[ X ] (5) The date on which the
eligibility requirements of Article II
of the Plan are met.
[ ] (6) The first day of the quarter (in the
the Plan Year) coincident with, or if
the first day of the quarter does not so
coincide, the first day of the quarter
(in the Plan Year) next following, the
date on which an Employee meets the
eligibility requirements of Article II
of the Plan.
[ ] (7) The first day of the Plan Year in
which an Employee meets the eligibility
requirements of Article II of the Plan.
[ ] (B) ELAPSED TIME METHOD. The Employee's first
day of employment or reemployment in accordance
with the rules of Section 1.55(B) of the Plan.
A.1.35 EXCESS COMPENSATION. Excess Compensation shall mean
Compensation in excess of (check applicable block):
[ ] (A) Taxable Wage Base.
[ ] (B) [$---] (if (B) is checked, insert dollar
amount not to exceed the Taxable Wage Base).
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[ X ] (C) N/A (The Plan is not integrated with Social
Security).
A.1.38 HIGHLY COMPENSATED EMPLOYEE.
(A) CALENDAR YEAR ELECTION. Does the Employer
desire to make the calendar year election provided in Section 1.38 of the
Plan for purposes of determining the look-back year calculation (check
one)?
[ ] (1) Yes [ X ] (2) No
--- ---
IF THIS ELECTION IS MADE, SUCH ELECTION MUST APPLY TO ALL PLANS, ENTITIES AND
ARRANGEMENTS OF THE EMPLOYER.
(B) SIMPLIFIED DEFINITION. If the Employer
maintains significant business activities (and employs Employees) in at
least two significantly separate geographic areas, the Employer may elect
the simplified definition of Highly Compensated Employee in Section 1.38 of
the Plan. Does the Employer desire to make this election (check one):
[ ] (1) Yes [ X ] (2) No [ ] (3) N/A
--- --- ---
A.1.44 INVESTMENT MANAGER. The name and address of the Investment
Manager are: [ N/A
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(If no Investment Manager has been appointed by the Employer, the letters N/A
should be inserted in these blanks).
A.1.46 LEASED EMPLOYEES. Does the Employer have any Lease
Employees (check one)?
[ ] (A) Yes [ X ] (B) No
If Section A.1.46(A) is checked, complete Section A.2.3(H) below.
A.1.47 LIMITATION COMPENSATION. Limitation Compensation shall
mean all of each Participant's (check one):
[ X ] (A) Wages, Tips and Other Compensation as
Reported on Form W-2.
[ ] (B) Code Section 3401(a) Wages.
[ ] (C) Code Section 415 Safe-Harbor Compensation.
A.1.48 LIMITATION YEAR. The Limitation Year is the (check
applicable block):
[ ] (A) Calendar year.
[ X ] (B) Twelve-consecutive month period ending
(insert month and day) [ NOVEMBER 30 ].
A.1.53 NORMAL RETIREMENT AGE. Normal Retirement Age shall mean
(check one):
[ X ] (A) Age [ 65 ] (fill in blank but not earlier
than age 62 and not later than age 65).
[ ] (B) The later of age [ ] fill in blank but not
earlier than age 62 and not later than age 65) or
the [ ] (fill in blank but not to exceed 5th)
anniversary of the first day of the first Plan
Year in which the Participant commenced
participation in the Plan.
A.1.55 ONE-YEAR BREAK IN SERVICE. A One-Year Break In Service
shall be determined by the following method (check one):
A-10
[ X ] (A) REGULAR METHOD. If this method is
selected, a One- Year Break In Service shall
occur in any Computation Period in which the
Employee completes not more than [ 100] (fill in
blank, but not to exceed 500) Hours of Service.
[ ] (B) ELAPSED TIME METHOD.
A.1.56 OWNER-EMPLOYEES OR SHAREHOLDER-EMPLOYEES.
(A) Does the Plan cover any Owner-Employees, as
defined in Section 1.56 of the Plan (check one)?
[ ] (1) Yes [ ] (2) No
--- ---
[ X ] (3) N/A (This Plan does not cover any
Self-Employed Persons)
If Section A.1.56(A)(1) is checked, see Section 2.4 of the Plan.
(B) Does the Plan cover any shareholder-employees, as
defined in Section 7.11(A)(7) of the Plan (check one)?
[ ] (1) Yes [ ] (2) No
--- ---
[ X ] (3) N/A (The Employer is not an
electing S corporation)
If Section A.1.56(B)(1) is checked, see Section 7.11(A)(7) of the Plan.
A.1.63 PLAN SPONSOR. The name(s) and address(es) of the Plan
Sponsor(s) are: [ CHESTNUT STREET EXCHANGE FUND
BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000 ]
A.1.64 PLAN YEAR. The Plan Year shall be the Computation Period
ending (insert month and day) [ NOVEMBER 30 ].
A.1.72 QUALIFYING EMPLOYER SECURITIES. If this Adoption Agreement
provides for investments in Qualifying Employer Securities, the Employer may
restrict the types of Employer Securities so qualifying by indicating the
restrictions in the following blanks: [ NO RESTRICTIONS
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------]
(If investment in Qualifying Employer Securities is not restricted to type,
insert in the blanks the words "No Restrictions"; if investment in Qualifying
Employer Securities is not permitted, insert the letters N/A in the blanks).
A.1.78 SELF-EMPLOYED PERSONS. Does the Plan cover Self-Employed
Persons (check one)?
[ ] (A) Yes [ X ] (B) No
A.1.79 SERVICE.
(A) If not otherwise required by the Plan, shall
service with predecessor employer(s) (to the extent specified in
Section A.1.79 (B) and (C)) be treated as Service with the Employer
(check one)?
[ ] (1) Yes [ ] (2) No
--- ---
[ X ] (3) N/A (No predecessor employer)
(B) If Section A.1.79(A)(1) is checked, service
with the predecessor employer(s) specified in Section A.1.79 (C) shall
be treated as Service with the Employer for purposes of (check
applicable blank(s)):
A-11
[ ] (1) Eligibility for Participation
[ ] (2) Vesting
[ X ] (3) N/A
(C) If Section A.1.79(A)(1) is checked, indicate
the name of the predecessor employer(s) in the following blanks:
[ N/A ]
----------------------------------------------------------------------
(If Section A.1.79(A)(2) or (3) is checked, insert the letters N/A in
the blanks).
(D) If Section A.18.17(A) is checked, and the
Prior Plan credited service under the elapsed time method, indicate
the equivalency (if any) which is to be used to credit service in the
Computation Period in which the amendment is effective, if the
effective date of the amendment is other than the first day of the
Computation Period (check one):
[ ] Daily [ ] Monthly
[ ] Weekly [ X ] N/A
[ ] Semi-Monthly
A.1.83 TAXABLE YEAR. The Employer's Taxable Year is the year
ending (insert month and day) [ DECEMBER 31 ].
A.1.85 TOP-HEAVY RATIO. For purposes of establishing present value
to compute the Top-Heavy Ratios of Section 1.85 of the Plan, any benefit shall
be discounted only for mortality and interest based on the following:
(A) INTEREST RATE (check one):
[ X ] (1) APPLICABLE INTEREST RATE (For
purposes of this Section A.1.85,
"Applicable Interest Rate" shall mean
the interest rate or rates which would
be used, as of the date distribution
commences under a Defined Benefit Plan,
by the Pension Benefit Guaranty
Corporation for purposes of determining
the present value of a participant's
benefits under such Defined Benefit Plan
if such Defined Benefit Plan had
terminated on the date distribution
commences with insufficient assets to
provide benefits guaranteed by the
Pension Benefit Guaranty Corporation on
that date. For purposes of this
provision, the "date distribution
commences" shall mean the Top-Heavy
Valuation Date).
[ ] (2) OTHER (specify) [ ]%
(B) MORTALITY TABLE: [1984 UNISEX MORTALITY
TABLE]
A.1.86 TOP-HEAVY VALUATION DATE. The Top-Heavy Valuation Date, for
purposes of calculating the Top-Heavy Ratios shall be (fill in blank) [ THE LAST
DAY ] of each Plan Year.
A.1.91 TRUSTEE(S). The name(s) and address(es) of the Trustee(s)
are:
[(A) XXXXXX X. XXXXXXX
BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
(B) XXXXXX X. XXXXX
BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
A-12
(C)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------]
A.1.93 VALUATION DATE. Valuation Date shall mean:
(A) For purposes of determining a Participant's
Accrued Benefit which is distributable in accordance with Article VII
of the Plan (check one):
[ ] (1) Last day of Plan Year.
[ X ] (2) Last day of Plan Year and [ THE
LAST DAY OF EVERY OTHER CALENDAR MONTH
DURING THE PLAN YEAR
-----------------] (insert date(s)).
(B) For purposes of determining the fair market
value of assets in the Trust Fund and allocating the increase or
decrease in the assets in accordance with Sections 5.3 and 5.4 of the
Plan (check one):
[ X ] (1) The date(s) specified in Section
A.1.93(A).
[ ] (2) Last day of Plan Year and [ ]
(insert date(s)).
A.1.97 YEAR OF SERVICE FOR BENEFIT ACCRUAL.
(A) GENERAL. A Year of Service for Benefit
Accrual shall be determined by the following method (check one):
[ X ] (1) REGULAR METHOD. (This method
must be selected if Section A.1.55(A) is
checked). In order for a Participant to
have a Year of Service for Benefit
Accrual for any Plan Year, the
Participant must complete the number of
Hours of Service indicated (check either
(a) and fill in blank or (b)):
[ X ] (a) The number of Hours of
Service which must be completed
with the Employer in order for
a Participant to have a Year of
Service for Benefit Accrual is
[ 200 ] (fill in blank but not
to exceed 1,000 Hours of
Service).
[ ] (b) The number of Hours of
Service which must be completed
with the Employer in order for
a Participant to have a Year of
Service for Benefit Accrual for
a Plan Year is 501 if the
Participant is not an active
Employee on the last day of the
Plan Year; if the Participant
is an active Employee on the
last day of the Plan Year, only
one Hour of Service with the
Employer must be completed in
order for the Participant to
have a Year of Service for
Benefit Accrual for such Plan
Year.
NOTE: UNDER PROPOSED TREAS. REG. XX.XX. 1.410(B) AND
1.401(A)(26), IT MAY BE NECESSARY TO PROVIDE THAT NO
MORE THAN 501 HOURS OF SERVICE ARE REQUIRED FOR A
YEAR OF SERVICE FOR BENEFIT ACCRUAL FOR ANY
PARTICIPANT WHO HAS TERMINATED EMPLOYMENT AND IS NOT
AN ACTIVE EMPLOYEE ON THE LAST DAY OF THE PLAN YEAR
AND THAT NO MORE THAN ONE HOUR OF SERVICE IS
REQUIRED FOR A YEAR OF SERVICE FOR BENEFIT ACCRUAL
FOR ANY PARTICIPANT WHO IS AN ACTIVE EMPLOYEE ON THE
LAST DAY OF THE PLAN YEAR. (PROPOSED TREAS. REG.
XX.XX. 1.410(B)-3(C) AND 1.401(A)(26)-3(B)(8)).
[ ] (2) ELAPSED TIME METHOD. (This method
must be selected if Section A.1.55(B) is
checked).
A-13
(B) ELECTIVE DEFERRAL CONTRIBUTIONS. If Elective
Deferral Contributions are provided for under Section A.3.4 of the
Adoption Agreement, the number of Hours of Service which a Participant
must complete in a Year of Service for Benefit Accrual is [ N/A] (fill
in blank but not to exceed 1,000 Hours of Service unless Section
A.1.97(A)(2) is checked, in which case insert letters "ET" and the
elapsed time rules apply; if there are no Elective Deferral
Contributions, insert letters "N/A") in order for the Participant to
have Elective Deferral Contributions made on his behalf under the
Plan.
(C) MATCHING CONTRIBUTIONS. If Matching
Contributions by the Employer are provided for under Section A.3.5 of
the Adoption Agreement, the number of Hours of Service which a
Participant must complete in a Year of Service for Benefit Accrual is
[ N/A ] (fill in blank (if there are no Matching Contributions, insert
letters "N/A") but not to exceed 1,000 Hours of Service unless Section
A.1.97(A)(2) is checked, in which case insert letters "ET" and the
elapsed time rules apply) in order for the Employer to match
Participant Contributions or Elective Deferral Contributions of such
Participant under Section A.3.5 of the Adoption Agreement.
Except as provided in Sections A.1.97(B) and A.1.97(C), a Year of
Service for Benefit Accrual shall be determined under Section
A.1.97(A).
A.1.98 YEAR OF SERVICE FOR ELIGIBILITY. The number of Hours of
Service which must be completed in order for an Employee to have a Year of
Service for Eligibility is [ 1 ] (fill in blank, but not to exceed 1,000 Hours
of Service; insert letters N/A if Section A.1.33(A)(4) is checked or if the
elapsed time method is selected under Section A.2.2.(B)(2).
A.1.99 YEAR OF SERVICE FOR VESTING. A Year of Service for Vesting
shall be determined by the following method (check one):
[ X ] (A) REGULAR METHOD. (This method must be
selected if Section A.1.55(A) is checked). The
number of Hours of Service which must be
completed in order for a Participant to have a
Year of Service for Vesting is [ 200 ] (fill in
blank but not to exceed 1,000 Hours of Service).
[ ] (B) ELAPSED TIME METHOD. (This method must be
selected if Section A.1.55(B) is checked).
[ ] (C) N/A (Plan provides 100% immediate vesting).
A.2.2 ELIGIBILITY REQUIREMENTS.
(A) ELIGIBLE CLASSES OF EMPLOYEES:
(1) Except as provided in (2) below, the
following Employees are or shall be
eligible to participate in the Plan
(check one):
[ X ] (a) All Employees
[ ] (b) Salaried Employees only
(as defined in Section 1.77 of
the Plan)
[ ] (c) Hourly Employees only (as
defined in Section 1.40 of the
Plan)
[ ] (d) All Employees except
(specify class or classes of
Employees to be excluded): [
]
(2) The following Employees shall not be
eligible to participate in the Plan
(check block(s) if such Employees are to
be excluded):
A-14
[ X ] (a) Union Employees (as defined
in Section 1.92 of the Plan)
[ X ] (b) Non-Resident Aliens (as
defined in Section 1.52 of the
Plan)
(B) LENGTH OF SERVICE; MINIMUM AGE:
Participation in the Plan shall be determined under either the regular
method or the elapsed time method (check (1) or (2)):
[ X ] (1) REGULAR METHOD. If the regular
method is selected, check (a) or (b):
[ ] (a) SERVICE AND AGE REQUIREMENT.
In order to participate in the
Plan, an Employee shall meet the
following requirements (complete
blanks):
(i) SERVICE.
(AA) ELECTIVE DEFERRAL
CONTRIBUTIONS. An Employee
shall have completed [ ]
Year of Service for
Eligibility (not more than
one Year of Service for
Eligibility) to be
eligible to make Elective
Deferral Contributions.
(BB) MATCHING
CONTRIBUTIONS. An Employee
shall have completed [ ]
Year(s) of Service for
Eligibility (not more than
two Years of Service for
Eligibility) to be
eligible for Matching
Contributions.
(CC) EMPLOYER
CONTRIBUTIONS AND ALL
OTHER PURPOSES. An
Employee shall have
completed [ ] Year(s) of
Service for Eligibility
(not more than two Years
of Service for
Eligibility) for Employer
Contributions and for all
other purposes of the
Plan.
Note that in Section
A.2.2(B)(1)(a)(i)(BB) and (CC)
not more than one Year of
Service for Eligibility may be
selected, if the option under
Section A.7.6(B)(1)(a) is not
elected nor more than two Years
of Service for Eligibility if
the option under Section
A.7.6(B)(1)(a) is elected. For
purposes of this Section
A.2.2(B)(1)(a)(i), Service
includes service with a
predecessor employer if the
Employer adopting the Plan is
maintaining the plan of a
predecessor employer. Such
Service also includes
predecessor service to the
extent required by the
Secretary of the Treasury or
his delegate.
Service for purposes of
eligibility also includes
service with a predecessor
employer if such service is not
otherwise required to be
included under Sections 1.79
and 2.2 of the Plan to the
extent provided in Section
A.1.79.
(ii) AGE. An Employee shall
have attained [ ] years of age
(not more than age 21).
[ X ] (b) NO SERVICE OR AGE
REQUIREMENT. The Plan shall
cover Employees in eligible
classes
A-15
effective on the first Entry
Date coinciding with, or next
following, their date of hire.
[ ] (2) ELAPSED TIME METHOD. The Employee
shall be eligible to participate in the
Plan on his first day of employment or
reemployment in accordance with the
rules of Section 1.55(B) of the Plan.
A.2.3 ADDITIONAL RULES.
(A)-(F) RESERVED.
(G) ALLOCATIONS TO PARTICIPANTS. Except as
otherwise provided below, a Participant shall share in Employer
contributions in any Plan Year if the Participant completes a Year of
Service for Benefit Accrual during such Plan Year. Notwithstanding any
other provision of the Plan or this Adoption Agreement, any Participant
making Elective Deferral or Participant Contributions to the Plan for
any Plan Year shall be entitled to such Elective Deferral or
Participant Contributions.
(1) EMPLOYER CONTRIBUTIONS. This
provision shall only apply if Section
A.1.97(A)(1) is checked and then only to
the extent permitted by Section 3.11 of
the Plan.
(a) SEPARATION FROM SERVICE FOR
REASONS OTHER THAN DISABILITY,
DEATH OR RETIREMENT.
(i) Shall Participants who
separate from the service of the
Employer (for reasons other than
Disability, death or retirement)
before the end of the Plan Year
even if they have completed a
Year of Service for Benefit
Accrual share in Employer
contributions for such Plan Year
(check one)?
[ X ] (AA) Yes [ ] (BB) No
[ ] (CC) N/A (Section
A.1.97(A)(2) checked)
NOTE THAT SECTION A.2.3(G)(1)(A)(I)(AA) MUST BE
CHECKED IF SECTION A.1.97(A)(1)(B) IS CHECKED.
(ii) If Section
A.2.3(G)(1)(a)(i)(AA) is checked,
shall such Participant share in
Employer contributions for such
Plan Year if such Participant has
not completed a Year of Service
for Benefit Accrual (check one)?
[ X ] (AA) Yes [ ] (BB) No
[ ] (CC) N/A (Section A.2.3
(G)(1) (a)(i)(AA) not
checked)
(b) DISABILITY, DEATH OR RETIREMENT.
(i) Shall Participants who
separate from the service of the
Employer because of Disability,
death or retirement before the
end of the Plan Year even if they
have completed a Year of Service
for Benefit Accrual share in
Employer contributions for such
Plan Year (check one)?
[ X ] (AA) Yes [ ] (BB) No
[ ] (CC) N/A (Section
A.1.97(A)(2) checked)
A-16
NOTE THAT SECTION A.2.3(G)(1)(B)(I)(AA) MUST BE CHECKED
IF SECTION A.1.97(A)(1)(B) IS CHECKED.
(ii) If Section
A.2.3(G)(1)(b)(i)(AA) is checked,
shall such Participant share in
Employer contributions for such
Plan Year if such Participant has
not completed a Year of Service
for Benefit Accrual (check one)?
[ X ] (AA) Yes [ ] (BB) No
[ ] (CC) N/A (Section
A.2.3(G)(1)(b) (i)(AA) not
checked)
(2) MATCHING CONTRIBUTIONS. This
provision shall only apply if Section
A.1.97(A)(1) is checked.
(a) SEPARATION FROM SERVICE FOR
REASONS OTHER THAN DISABILITY, DEATH
OR RETIREMENT.
(i) Shall Participants who
separate from the service
of the Employer (for
reasons other than
Disability, death or
retirement) before the end
of the (check one) [ ] (aa)
month [ ] (bb) quarter [ ]
(cc) Plan Year for which
the Matching Contribution
is being made even if they
have completed a Year of
Service for Benefit Accrual
share in Matching
Contributions for such
period (check one)?
[ ] (AA) Yes [ ] (BB) No
[ X ] (CC) N/A (No Matching
Contributions or Section
A.1.97(A)(2) checked)
NOTE THAT SECTION A.2.3(G)(2)(A)(I)(AA) MUST BE
CHECKED IF SECTION A.1.97 (A)(1)(B) IS CHECKED.
(ii) If Section
A.2.3(G)(2)(a)(i) (AA) is
checked, shall such
Participant share in
Matching Contributions for
such (check one) [ ] (aa)
month [ ] (bb) quarter [ ]
(cc) Plan Year if such
Participant has not
completed a Year of Service
for Benefit Accrual (check
one)?
[ ] (AA) Yes [ ] (BB) No
[ X ] (CC) N/A (Section
A.2.3(G)(2)(a)(i) (AA) not
checked)
(b) DISABILITY, DEATH OR
RETIREMENT.
(i) Shall Participants who
separate from the service
of the Employer because of
Disability, death or
retirement before the end
of the (check one) [ ] (aa)
month [ ] (bb) quarter [ ]
(cc) Plan Year for which
the Matching Contribution
is being made even if they
have completed a Year of
Service for Benefit Accrual
share in Matching
Contributions for such
period (check one)?
[ ] (AA) Yes [ ] (BB) No
A-17
[ X ] (CC) N/A (no Matching
Contributions or Section
A.1.97(A)(2) checked)
NOTE THAT SECTION A.2.3(G)(2)(B)(I)(AA) MUST BE
CHECKED IF SECTION A.1.97(A)(1)(B) IS CHECKED.
(ii) If Section
A.2.3(G)(2)(b) (i)(AA) is
checked, shall such
Participant share in
Matching Contributions for
such (check one) [ ] (aa)
month [ ] (bb) quarter [ ]
(cc) Plan Year if such
Participant has not
completed a Year of Service
for Benefit Accrual (check
one):
[ ] (AA) Yes [ ] (BB) No
[ X ] (CC) N/A (Section
A.2.3(G)(2)(b)(i)(AA) not
checked.
(H) LEASED EMPLOYEES. Shall Leased Employees be
eligible to participate in the Plan (check applicable block)?
[ ] (1) Yes [ ] (2) No [ X ] (3) N/A --- --- ---
If Section A.2.3(H)(1) is checked, describe Leased Employees to be covered
by the Plan and conditions and other limitations on such coverage in the
following lines: [ N/A
---------------------------------------------------------------------------
--------------------------------------------------------------------------]
(If not applicable, insert letters N/A in these blanks)
A.2.4 PLANS COVERING OWNER-EMPLOYEES. Section 2.4 of the Plan does
not apply unless Section A.1.56(A) is checked.
A.3.1 EMPLOYER CONTRIBUTIONS.
(A) EMPLOYER CONTRIBUTIONS.
(1) GENERAL. Shall the Employer, in its
sole discretion, be permitted to make
Employer Contributions to the Plan
(check one)?
[ X ] (a) Yes [ ] (b) No
If Section A.3.1(A)(1)(a) is checked,
such Employer Contributions shall be
allocated under Section A.5.1(A).
(2) PROFIT REQUIREMENTS. Shall Profits
be required for Employer Contributions
to the Plan (check one)?
[ ] (a) Yes [ X ] (b) No
(B) QUALIFIED NONELECTIVE CONTRIBUTIONS.
(1) ELECTION. May the Employer be
permitted to make, in its sole
discretion, Qualified Nonelective
Contributions to the Plan (check one)?
[ ] (a) Yes [ ] (b) No
[ X ] (c) N/A (No Elective Deferral or
Participant Contributions)
(2) AMOUNT. If the Employer does make
such contributions to the Plan, then the
amount of such contributions for each
Plan Year shall be (check one):
A-18
[ ] (a) [ ] percent (not to exceed
15 percent) of the Compensation
of all Participants eligible to
share in the allocation.
[ ] (b) [ ] percent of the Profits,
but in no event more than [$ ]
for any Plan Year.
[ ] (c) An amount determined by the
Employer.
[ X ] (d) N/A (Qualified Nonelective
contributions not permitted).
(3) PARTICIPANTS ELIGIBLE FOR
ALLOCATION. Allocation of Qualified
Nonelective Contributions shall be made
to the accounts of (check one):
[ ] (a) All Participants
[ ] (b) Only Participants who are
Non-Highly Compensated
Employees
[ ] (c) Only Participants who are
Non-Highly Compensated
Employees and who are (specify
group to which allocations are
to be made) [------------------
-------------------------------
------------------------------]
[ X ] (d) N/A (Qualified
Nonelective Contributions not
permitted)
(4) MANNER OF ALLOCATION. Allocation of
Qualified Nonelective Contributions
shall be made (check one):
[ ] (a) In the ratio which each
affected Participant's
Compensation for the Plan Year
bears to the total Compensation
of all affected Participants
for such Plan Year.
[ ] (b) In the ratio which each
affected Participant's
Compensation not in excess of
[$ ] for the Plan Year bears to
the total Compensation of all
affected Participants not in
excess of [$ ] for such Plan
Year.
[ X ] (c) N/A (Qualified Nonelective
Contributions not permitted).
(C) QUALIFIED MATCHING CONTRIBUTIONS.
(1) ELECTION. May the Employer be
permitted to make Qualified Matching
Contributions to the Plan?
[ ] (a) Yes [ ] (b) No
[ X ] (c) N/A (No Elective Deferrals
or Participant Contributions)
(2) ALLOCATION. The Employer shall, in
its sole discretion, make Qualified
Matching Contributions to the Plan on
behalf of (check one):
[ ] (a) All Participants
[ ] (b) All Participants who are
Non-Highly Compensated Employees
A-19
[ ] (c) All Participants who are
Non-Highly Compensated
Employees and who are (specify
group to which allocations are
to be made) [------------------
------------------------------]
[ X ] (d) N/A (No Qualified Matching
Contributions)
If Section A.3.1(C)(2)(a), (b) or (c) is
checked, the allocation shall be made to
applicable Participants who make (check
(i) and/or (ii) or (iii)):
[ ] (i) Elective Deferral
Contributions
[ ] (ii) Participant
Contributions
[ X ] (iii) N/A (No
Qualified Matching
Contributions)
(3) AMOUNT. The Employer shall
contribute and allocate to each
Participant's Qualified Matching
Contribution account an amount
determined as follows (check applicable
block(s)):
[ ] (a) ELECTIVE DEFERRAL
CONTRIBUTIONS. The Employer
shall contribute an amount
equal to (check one):
[ ] (i) [ ] percent of
the Participant's
Elective Deferral
Contributions; or
[ ] (ii) that percent of
the Participant's
Elective Deferral
Contributions, as
determined by the
Employer, in its sole
discretion, for the
Plan Year.
[ ] (b) PARTICIPANT CONTRIBUTIONS.
The Employer shall contribute
an amount equal to (check one):
[ ] (i) [ ] percent of
of the Participant's
Participant Contributions; or
[ ] (ii) that percent of
the Participant's Participant
Contributions, as determined
by the Employer, in its sole
discretion, for the Plan
Year.
[ X ] (c) N/A (No Qualified Matching
Contributions).
The Employer shall not match amounts provided above in excess of
[$ N/A ], or in excess of [N/A] percent of the Participant's
Compensation (if there are no limitations or if this provision is
not otherwise applicable, insert letters N/A in blank(s)).
A-20
A.3.2 PARTICIPANT CONTRIBUTIONS.
(A) PERMISSIBILITY. Participant Contributions shall
(check (1), (2) or (3)):
[ X ] (1) Not be permitted under the Plan (NOTE:
(NOTE: THIS BLOCK MUST BE CHECKED
UNLESS THE PLAN HAS A CODA AS INDICATED
BY CHECKING SECTION A.3.4(A)(2)).
[ ] (2) Be permitted (but not required) in
the amounts provided by Section 3.2 of
the Plan but subject to the limitations
of Section 3.8 of the Plan.
[ ] (3) Be required in order for an Employee to
participate in the Plan. Such
Participant Contributions shall be made
by payroll deduction and shall equal no
less than [ ] percent but shall not
exceed [ ] percent (not to exceed 6
percent) of the Participant's
Compensation for the Plan Year. The
Employee shall enter into an agreement
with the Employer providing for
Participant Contributions in any amount
from [ ] percent to [ ] percent (not to
exceed 6 percent) of the Participant's
Compensation for the Plan Year. In
addition, the Employee may, but is not
required to, make voluntary Participant
Contributions in the amounts provided
for in Section 3.2 of the Plan subject
to the limitations of Section 3.8 of
the Plan.
(B) PAYROLL DEDUCTION. Participant Contributions by
payroll deduction (check (1), (2) or (3)):
[ ] (1) Shall not be permitted.
[ ] (2) Shall be permitted.
[ X ] (3) Are N/A (No Participant
Contributions).
A.3.4 ELECTIVE DEFERRAL CONTRIBUTIONS.
(A) ELECTION. Elective Deferral Contributions shall
(check (1) or (2)):
[ X ] (1) Not be permitted under the Plan.
[ ] (2) Be permitted in accordance with
the provisions of Section 3.4 of the
Plan.
If Section A.3.4(A)(2) is checked, a salary reduction agreement must be
completed and filed by the Participant with the Administrative Committee
prior to the date the Elective Deferral Contributions are made.
(B) ELECTION CHANGES. If Section A.3.4(A)(2) is
checked, the Participant shall be permitted to enter into a new salary
reduction agreement (check one):
[ ] (1) Monthly [ ] (2) Quarterly
--- ---
[ ] (3) Semi-Annually [ ] (4) Annually
--- ---
[ ] (5) Other (Specify): [---------------]
[ X ] (6) N/A
A salary reduction agreement shall remain in effect until revoked or
changed.
(C) REVOCATION OF ELECTION. A Participant shall be permitted to
revoke his salary reduction agreement (check one):
A-21
[ ] (1) Only as permitted under Section
A.3.4(B).
[ ] (2) Upon 15 days' written notice to
the Administrative Committee on the
Appropriate Form.
[ X ] (3) N/A.
(D) INCLUSION OF QUALIFIED MATCHING AND QUALIFIED NONELECTIVE
CONTRIBUTIONS. Qualified Matching Contributions and Qualified Nonelective
Contributions may be taken into account as Elective Deferral Contributions
for purposes of calculating the "Actual Deferral Percentages." In
determining Elective Deferral Contributions for the purpose of the ADP
test, the Employer shall include, under the Plan or any other plan of the
Employer as provided by Treasury regulations under the Code, (check one):
[ ] (1) Qualified Matching Contributions.
[ ] (2) Qualified Nonelective Contributions.
[ X ] (3) N/A (Elective Deferral
Contributions are not permitted or
Employer does not desire to make this
election or no Qualified Matching or
Qualified Nonelective Contributions are
permitted).
(E) QUALIFIED MATCHING CONTRIBUTIONS - AMOUNT. The amount of
Qualified Matching Contributions made under Sections 3.1 of the Plan and
A.3.1 of this Adoption Agreement and taken into account as Elective
Deferral Contributions for purposes of calculating the "Actual Deferral
Percentages," subject to such other requirements as may be prescribed by
the Secretary of the Treasury, shall be (check one):
[ ] (1) All such Qualified Matching
Contributions.
[ ] (2) Such Qualified Matching
Contributions that are needed to meet
the "Actual Deferral Percentage" test
stated in Section 3.4(B)(2) of the Plan.
[ X ] (3) N/A (Elective Deferral
Contributions not permitted and/or
Qualified Matching Contributions not
permitted).
(F) QUALIFIED NONELECTIVE CONTRIBUTIONS - AMOUNT. The amount of
Qualified Nonelective Contributions made under Sections 3.1 of the Plan and
A.3.1 of this Adoption Agreement and taken into account as Elective
Deferral Contributions for purposes of calculating the "Actual Deferral
Percentages," subject to such other requirements as may be prescribed by
the Secretary of the Treasury, shall be (check one):
[ ] (1) All such Qualified Nonelective
Contributions.
[ ] (2) Such Qualified Nonelective
Contributions that are needed to meet
the Actual Deferral Percentage test
stated in Section 3.4(B)(2) of the Plan.
[ X ] (3) N/A (Elective Deferral
Contributions and/or Qualified
Nonelective Contributions not
permitted).
A.3.5 MATCHING CONTRIBUTIONS.
(A) ELECTION. Matching Contributions by the
Employer (check (1), (2) or (3)):
[ ] (1) Shall not be permitted under the Plan.
[ ] (2) Shall be permitted in accordance
with the provisions of Section 3.5 of
the Plan and Section A.3.5(B) of the
Adoption Agreement.
A-22
[ X ] (3) Are N/A (No Elective Deferral or
Participant Contributions).
If Section A.3.5(A)(2) is checked, the Employer may, in its sole
discretion, match, in accordance with Section A.3.5(B), the
Elective Deferral Contributions of a Participant made pursuant to
Section A.3.4 or Participant Contributions made pursuant to
Section A.3.2.
(B) ALLOCATION OF MATCHING CONTRIBUTIONS.
(1) AMOUNT. If Section A.3.5(A)(2) is
checked, Matching Contributions for the
Plan Year shall be allocated to the
Matching Account of each Participant, on
whose behalf Elective Deferral
Contributions for the Plan Year are
being made, in an amount equal to (check
one):
[ ] (a) [ ] (insert percentage)
percent of the (check
applicable block): (i) [ ]
Elective Deferral Contribution;
(ii)[ ] Participant
Contribution made on behalf of
each Participant for such Plan
Year; or
[ ] (b) that percent of the
(check applicable block): (i)
[ ] Elective Deferral
Contribution; (ii) [ ]
Participant Contribution made
on behalf of each Participant
for such Plan Year as
determined by the Employer, in
its sole discretion, for such
Plan Year.
[ X ] (c) N/A (No Matching
Contributions).
In no event shall such Matching
Contribution exceed the lesser of (aaa)
(insert percentage) [ ] percent of such
Participant's Compensation for such Plan
Year or (bbb) (insert amount, if any, of
dollar limitation) [$ ].
(2) ALLOCATION DATE. Shall Matching
Contributions be allocated effective as
of a date or dates other than the last
day of the Plan Year (check one)?
[ ] (a) Yes [ ] (b) No [ X ](c) N/A
--- --- ---
(aaa) If Section
A.3.5(B)(2)(a) is checked,
list the date(s) (month and
day) in each Plan Year as
of which Matching
Contributions shall be
allocated: [---------------
---------------------------
---------------------------
-------------------------].
(bbb) If Section
A.3.5(B)(2)(a) is checked,
a Participant who is
employed as of a date
specified for the
allocation of Matching
Contributions and on whose
behalf Elective Deferral
Contributions or
Participant Contributions
are being made shall
receive an allocation of
Matching Contributions as
of such date regardless of
the number of Hours of
Service credited to the
Participant for purposes of
a Year of Service for
Benefit Accrual as of such
date, notwithstanding
anything in the Plan to the
contrary.
(C) VESTING. Matching Contributions shall be
vested in accordance with the following schedule (check one):
A-23
[ ] (1) Nonforfeitable when made.
[ ] (2) The Plan's general vesting
schedule, other than that for Elective
Deferral Contributions.
[ ] (3) [The sponsor may add elections for
one or more of the vesting schedules
that comply with section 411(a)(2) of
the Code: [ ].
[ X ] (4) N/A (No Matching Contributions).
(D) "AVERAGE CONTRIBUTION PERCENTAGE" COMPUTATIONS.
(1) In computing the "Average
Contribution Percentage" with respect to
Participant Contributions and Matching
Contributions, the Employer shall take
into account, under this Plan or any
other plan of the Employer, as provided
by Treasury regulations, and include as
"Contribution Percentage Amounts" (check
applicable block or blocks):
[ ] (a) Elective Deferral
Contributions.
[ ] (b) Qualified Nonelective
Contributions.
[ X ] (c) N/A (There are no
Participant or Matching
Contributions, or Employer does
not desire to make this
election).
(2) The amount of Qualified Nonelective
Contributions that are made under
Section 3.1 of the Plan and Section
A.3.1 and taken into account as
"Contribution Percentage Amounts" for
purposes of calculating the "Average
Contribution Percentage," subject to
such other requirements as may be
prescribed by the Secretary of the
Treasury, shall be (check one):
[ ] (a) All such Qualified
Nonelective Contributions.
[ ] (b) Such Qualified
Nonelective Contributions that
are needed to meet the "Average
Contribution Percentage" test
stated in Section 3.2 of the
Plan.
[ X ] (c) N/A (No Participant or
Matching Contributions or
Employer does not desire to
make this election).
(3) The amount of Elective Deferral
Contributions made under Section 3.4 of
the Plan and Section A.3.4 and taken
into account as "Contribution Percentage
Amounts" for purposes of calculating the
"Average Contribution Percentage",
subject to such other requirements as
may be prescribed by the Secretary of
the Treasury, shall be:
[ ] (a) All such Elective Deferral
Contributions.
[ ] (b) Such Elective Deferral
Contributions that are needed
to meet the "Average
Contribution Percentage" test
stated in Section 3.2 of the
Plan.
A-24
[ X ] (c) N/A (There are no
Elective Deferral Contributions
under the Plan or Employer did
not make election under Section
A.3.5(D)(1)).
(4) To the extent forfeitable,
forfeitures of "Excess Aggregate
Contributions" shall be:
[ ] (a) Applied to reduce
Employer contributions.
[ ] (b) Allocated, after all other
forfeitures under the Plan, to
each Participant's Matching
Account in the ratio which each
Participant's Compensation for
the Plan Year bears to the
total Compensation of all
Participants for such Plan
Year. Such forfeitures shall
not be allocated to the account
of any Highly Compensated
Employee.
[ X ] (c) N/A (No Matching
Contributions).
A.3.8 LIMITATIONS ON ALLOCATIONS.
(A) GENERAL RULES. If the Employer maintains or ever maintained
another qualified plan (other than a paired defined contribution regional
prototype plan) in which any Participant in this Plan is (or was) a
participant or could become a participant, the Employer must complete this
Section A.3.8. The Employer must also complete this Section A.3.8 if it
maintains a Welfare Benefit Fund or an individual medical benefit account,
as defined in section 415(l)(2) of the Code, under which amounts are
treated as "Annual Additions" with respect to any Participant in this Plan.
Does the Employer maintain or has the Employer maintained any such plan(s)
(check one):
[ ] (1) Yes [ X ] (2) No
--- ---
If Section A.3.8(A)(1) is checked, complete Section A.3.8(B) and/or
(C).
(B) MAINTENANCE OF OTHER DEFINED CONTRIBUTION PLAN. If the
Participant is covered under another qualified Defined Contribution Plan
maintained by the Employer, other than a regional prototype plan (check
applicable provisions as necessary):
[ ] (1) The provisions of Section 3.8(B)
of the Plan shall apply as if the
other plan were a regional prototype
plan.
[ ] (2) Provide the method under which the
plans will limit the total "Annual
Additions" to the "Maximum
Permissible Amount", and will
properly reduce any "Excess
Amounts", in a manner that precludes
Employer discretion: [--------------
------------------------------------
----------------------------------].
[ X ] (3) N/A (No other qualified Defined
Contribution Plan (other than a
regional prototype plan), Defined
Benefit Plan, Welfare Benefit Fund
or individual medical benefit
account maintained).
(C) MAINTENANCE OF A DEFINED BENEFIT PLAN. If a Participant is or
has ever been a participant in a Defined Benefit Plan maintained by the
Employer, check either (1) or (2) and complete as necessary:
[ ] (1) The limitations set forth in
Section 3.8(C)(2) through (4) of
the Plan shall apply.
A-25
[ ] (2) Provide the method under which the
Plan will satisfy the 1.0 limitation
of section 415(e) of the Code (such
language must preclude employer
discretion; see Treas. Reg. ss.
1.415-1 for guidance) in the
following blanks: [------------------
-------------------------------------
-----------------------------------].
IF ADDITIONAL SPACE IS REQUIRED THE EMPLOYER IS TO INSERT
APPLICABLE LIMITATIONS IN AN ATTACHMENT TO THIS ADOPTION
AGREEMENT. SUCH ATTACHMENT SHALL BE ADDED TO, AND MADE A
PART OF, THIS ADOPTION AGREEMENT.
A.3.9 ROLLOVERS.
(A) PARTICIPANT ROLLOVERS. May Participants be
permitted to make Rollover Contributions to the Plan (check one)?
[ X ] (1) Yes [ ] (2) No
--- --
(B) NON-PARTICIPANT ROLLOVERS. May Employees
other than Participants be permitted to make Rollover Contributions to the
Plan (check one)?
[ ] (1) Yes [ X ] (2) No
--- ---
A.3.10 TRANSFERS.
(A) PARTICIPANT DIRECT TRANSFERS. May
Participants be permitted to have direct transfers made on their behalf to
the Plan (check one)?
[ X ] (1) Yes [ ] (2) No
--- --
(B) NON-PARTICIPANT DIRECT TRANSFERS. May
Employees other than Participants be permitted to have direct transfers
made on their behalf to the Plan (check one)?
[ ] (1) Yes [ X ] (2) No
--- ---
(C) TRANSFERS OF ACCOUNTS. Are assets being
transferred to this Plan from a qualified plan covering Key Employees in a
Top-Heavy Plan or five-percent owners (within the meaning of section
416(i)(1) of the Code) (check one)?
[ ] (1) Yes [ X ] (2) No
--- ---
If such assets are transferred, the restrictions of Section 3.10(B) of the
Plan apply.
A.3.11 TOP-HEAVY PROVISIONS.
(A) APPLICATION OF PROVISIONS AND ADJUSTMENTS.
(1) APPLICATION. Is the Plan a Top-Heavy
Plan on the Effective Date (check one):
[ ] (a) Yes [ ] (b) No
[ X ] (c) Uncertain (Note that if this
this box is checked and the
Plan is a Top-Heavy Plan, the
Top-Heavy Plan provisions as
set forth herein shall apply)
(2) ADJUSTMENTS. If the Employer
maintains more than one plan in a
Permissive or Required Aggregation
Group, set forth here any adjustments to
be made for Employer contributions or
benefits attributable to Employer
contributions under such
A-26
other plan(s) in determining the amount
of contributions to be made under the
Top-Heavy provisions of this Plan (if
not applicable, insert
letters N/A)): [ N/A
----------------------------------------
----------------------------------------
---------------------------------------]
(B) VESTING. The nonforfeitable interest of each
Employee in his account balance attributable to Employer contributions
shall be determined on the basis of the following (check either (1) or (2)
and fill in blank(s):
[ ] (1) 100% vesting after [ ] (not
to exceed 3) Years of Service
for Vesting;
[ X ] (2) [ 10 ]% (no minimum) vesting
after 1 Year of Service for
Vesting;
[ 25 ]% (not less than 20)
vesting after 2 Years of
Service for Vesting;
[ 50 ]% (not less than 40)
vesting after 3 Years of
Service for Vesting;
[ 75 ]% (not less than 60)
vesting after 4 Years of
Service for Vesting;
[ 100 ]% (not less than 80)
vesting after 5 Years of
Service for Vesting;
100% vesting after 6 Years of
Service for Vesting.
If the vesting schedule under the Plan shifts in or out of the above
schedule for any Plan Year because of the Plan's top-heavy status, such
shift is an amendment to the vesting schedule and the election in
Section 15.2(G) of the Plan applies.
A.5.1 ALLOCATIONS. If Section A.3.1(A)(1)(a) is checked, complete
the following:
(A) ALLOCATION OF EMPLOYER CONTRIBUTIONS.
(1) METHOD. Shall Employer Contributions
(if any) to the Employer Accounts of
Participants be integrated with Social
Security contributions, subject to the
overall permitted disparity limits set
forth below (check (a) if integrated,
(b) if not integrated)?
[ ] (a) Yes
The annual Employer Contribution shall
not exceed the limitations set forth in
Section A.5.1(A)(2). In any Plan Year in
which there are Employer Contributions,
such Employer Contributions shall,
subject to the Top-Heavy Plan
provisions, be allocated to each
Participant's Employer Account as
follows:
(i) ALLOCATION OF EMPLOYER
CONTRIBUTIONS FOR PLAN
YEARS IN WHICH PLAN IS A
TOP-HEAVY PLAN. If the Plan
is a Top-Heavy Plan for the
Plan Year, the Employer
Contribution for such Plan
Year shall be allocated to
each Participant's Employer
Account as follows:
A-27
(aa) "BASE CONTRIBUTION
PERCENTAGE". First, (check
either (aaa) or (bbb))(percent
in either (aaa) or (bbb) must
not be less than the "Minimum
Top- Heavy Rate"):
[ ] (aaa) [ ] (insert
percent), or
[ ] (bbb) that percent
determined by the Employer
for the Plan Year
of the Participant's "Base
Compensation" for such Plan Year
shall be allocated to the
Employer Account of such
Participant;
(bb) "EXCESS CONTRIBUTION
PERCENTAGE". Second, (check
either (aaa) or (bbb))(percent
in either (aaa) or (bbb) must
not be less than the "Minimum
Top- Heavy Rate" and must not
exceed the "Maximum Excess
Allowance"):
[ ] (aaa)[ ] (insert
percent) percent, or
[ ] (bbb) that percent
determined by the Employer
for the Plan Year
of the Participant's Excess
Compensation for such Plan Year
shall be allocated to the
Employer Account of such
Participant (for purposes of
this allocation, forfeitures
allocated to a Participant in
the Plan Year shall be treated
as Employer Contributions);
however, in the case of any
Participant who has exceeded the
cumulative permitted disparity
limit described below, the
Employer shall contribute for
such Participant an amount equal
to the "Excess Contribution
Percentage" multiplied by the
Participant's total Compensation
for the Plan Year; and
(cc) "ADDITIONAL
CONTRIBUTION PERCENTAGE".
Lastly, any excess over
(aa) and (bb) shall be
allocated to each
Participant's Employer
Account in the same ratio
as his Compensation for
such Plan Year bears to the
Compensation of all
Participants for such Plan
Year.
(ii) ALLOCATION OF EMPLOYER
CONTRIBUTIONS FOR PLAN YEARS IN
WHICH PLAN IS NOT A TOP- HEAVY
PLAN. The Employer Contribution
for the Plan Year, if the Plan
is not a Top- Heavy Plan for the
Plan Year, shall be allocated as
follows:
(aa) "BASE CONTRIBUTION
PERCENTAGE". First, (check
either (aaa) or (bbb)):
[ ] (aaa)[ ] (insert
percent) percent, or
[ ] (bbb) that percent
determined by the Employer
for the Plan Year
A-28
of the Participant's "Base
Compensation" for such Plan Year
shall be allocated to the
Employer Account of such
Participant;
(bb) "EXCESS CONTRIBUTION
PERCENTAGE". Second, (check
either (aaa) or (bbb))(percent
in either (aaa) or (bbb) must
not exceed the "Maximum Excess
Allowance"):
[ ] (aaa)[ ] (insert percent)
percent, or
[ ] (bbb) that percent
determined by the Employer for
the Plan Year
of the Participant's Excess
Compensation for such Plan Year
shall be allocated to the
Employer Account of such
Participant (for purposes of
this allocation, forfeitures
allocated to a Participant in
the Plan Year shall be treated
as Employer Contributions);
however, in the case of any
Participant who has exceeded the
cumulative permitted disparity
limit described below, the
Employer shall contribute for
such Participant an amount equal
to the "Excess Contribution
Percentage" multiplied by the
Participant's total Compensation
for the Plan Year; and
(cc) "ADDITIONAL CONTRIBUTION
PERCENTAGE". Lastly, any excess
over (aa) and (bb) shall be
allocated to each Participant's
Employer Account in the same
ratio as his Compensation for
such Plan Year bears to the
Compensation of all Participants
for such Plan Year.
With respect to any Employee who is a Participant in
the Plan for only a portion of the Plan Year for
which the Employer Contribution is made, the
allocation to such Employee of the Employer
Contribution (other than the Top-Heavy portion, if
the Plan is a Top-Heavy Plan), shall be (check one):
[ ] (AA) Based only upon the amount
of "Base Compensation", Excess
Compensation and/or Compensation
earned by such Employee and all
other Employees during the portion
of the Plan Year in which they are
or were Plan Participants.
[ ] (BB) Based upon the amount of
"Base Compensation", Excess
Compensation and/or Compensation
earned by such Employee and all
other Employees during the entire
Plan Year.
NOTE THAT THIS PLAN MAY NOT PROVIDE FOR PERMITTED DISPARITY IF THE EMPLOYER
MAINTAINS ANY OTHER PLAN THAT PROVIDES FOR PERMITTED DISPARITY AND BENEFITS
ANY OF THE SAME PARTICIPANTS.
[ X ] (b) No
The annual Employer Contributions (if any) shall be
determined by the Employer for each Plan Year but
shall not exceed the limitations of Section
A.5.1(A)(2). In any Plan Year in which
A-29
there are Employer Contributions, such Employer
Contributions shall, subject to the Top-Heavy Plan
provisions, be allocated to such Participant's
Employer Account as follows:
(i) ALLOCATION OF EMPLOYER
CONTRIBUTIONS FOR PLAN YEARS IN
WHICH PLAN IS A TOP-HEAVY PLAN. If
the Plan is a Top-Heavy Plan for the
Plan Year, the Employer Contribution
for such Plan Year shall be first
allocated to each Participant's
Employer Account in the same ratio
as his Compensation for such Plan
Year bears to the Compensation of
all Participants for such Plan Year,
in an amount which is not less than
the "Minimum Top-Heavy Rate". The
balance of the Employer Contribution
for such Plan Year shall be
allocated to each Participant's
Employer Account as follows (check
one):
[ ] (aa) In the same ratio as
his Compensation for such Plan
Year bears to the Compensation of
all Participants for such Plan
Year.
[ X ] (bb) In the same ratio as
his Compensation for the portion
of the Plan Year in which he was a
Participant bears to the
Compensation of all Participants
for the portion of the Plan Year
in which they were Participants.
(ii) ALLOCATION OF EMPLOYER
CONTRIBUTIONS FOR PLAN YEARS IN
WHICH PLAN IS NOT A TOP- HEAVY PLAN.
The Employer Contribution for the
Plan Year, if the Plan is not a Top-
Heavy Plan for the Plan Year, shall
be allocated to each Participant's
Employer Account as follows (check
one):
[ ] (aa) In the same ratio as
his Compensation for such Plan
Year bears to the Compensation of
all Participants for such Plan
Year.
[ X ] (bb) In the same ratio as
his Compensation for the portion
of the Plan Year in which he was a
Participant bears to the
Compensation of all Participants
for the portion of the Plan Year
in which they were Participants.
[ ] (c) N/A (Section A.3.1(A)(1)(b)
checked)
(2) LIMITATIONS ON EMPLOYER
CONTRIBUTIONS. The following
limitations on Employer Contributions
apply:
(a) DEDUCTION LIMITATIONS. The
annual Employer, Matching, and
Elective Deferral Contributions and
any other Employer contribution
shall, in the aggregate, not exceed
the greater of:
(i) the Employer's "Primary
Limitation" (as defined below) for
the Taxable Year which ends with
or within the Plan Year for which
the Employer, Matching, and/or
A-30
Elective Deferral Contribution and/or
other Employer contribution is being
made: or
(ii) the Employer's "Secondary
Limitation" (as defined below) for the
Taxable Year which ends with or within
the Plan Year for which the Employer,
Matching, and/or Elective Deferral
Contribution and/or other Employer
contribution is being made.
(b) CODE SECTION 415 LIMITATION. The
allocation of the Employer contributions for
the Plan Year shall be further limited by
Section 3.8 of the Plan (Limitations on
Allocations).
(c) OVERALL PERMITTED DISPARITY LIMITS.
(i) ANNUAL OVERALL PERMITTED DISPARITY
LIMIT. Notwithstanding the preceding
paragraphs, for any Plan Year this Plan
"Benefits" any Participant who "Benefits"
under another qualified plan or simplified
employee pension, as defined in section
408(k) of the Code, maintained by the
Employer that provides for permitted
disparity (or imputes disparity), Employer
contributions and forfeitures shall be
allocated to the account of every
Participant otherwise eligible to receive
an allocation in the ratio that such
Participant's total Compensation bears to
the total Compensation of all
Participants.
(ii) CUMULATIVE PERMITTED DISPARITY LIMIT.
Effective for Plan Years beginning on or
after January 1, 1995, the cumulative
permitted disparity limit for a
Participant is 35 total cumulative
permitted disparity years. Total
cumulative permitted years means the
number of years credited to the
Participant for allocation or accrual
purposes under this Plan, any other
qualified plan or simplified employee
pension plan (whether or not terminated)
ever maintained by the Employer. For
purposes of determining the Participant's
cumulative permitted disparity limit, all
years ending in the same calendar year are
treated as the same year. If the
Participant has not "Benefitted" under a
defined benefit or target benefit plan for
any year beginning on or after January 1,
1994, the Participant has no cumulative
disparity limit.
(3) DEFINITIONS. For purposes of this Section
A.5.1(A), the following definitions apply:
(a) "BASE CONTRIBUTION PERCENTAGE" means,
for any Plan Year, the percentage of
Compensation contributed under the Plan
with respect to that portion of each
Participant's Compensation up to the
"Integration Level" (I.E., with respect to
such Participant's "Base Compensation")
specified in the Plan for such Plan Year.
A-31
(b) "BASE COMPENSATION" means, for any
Plan Year, Compensation up to the
"Integration Level" for such Plan Year.
(c) "BENEFIT" OR" BENEFITING" means, with
respect to a Participant, that such
Participant is treated as benefiting under
the Plan for any Plan Year during which
the Participant received or is deemed to
receive an allocation in accordance with
Treas. Reg. ss. 1.410(b)-3(a).
(d) "EXCESS CONTRIBUTION PERCENTAGE"
means, for any Plan Year, the percentage
of Compensation which is contributed under
the Plan with respect to that portion of
each Participant's Compensation in excess
of the "Integration Level" (I.E., with
respect to such Participant's Excess
Compensation) specified in the Plan for
such Plan Year.
(e) "INTEGRATION LEVEL" means the amount
of Compensation specified in the Plan at
or below which the rate of contributions
(expressed as a percentage of such
Compensation) provided under the Plan is
less than the rate of contributions
(expressed as a percentage of
Compensation) provided under the Plan with
respect to Compensation above such level.
The "Integration Level" for any Plan Year
may in no event exceed the Taxable Wage
Base as in effect on the first day of such
Plan Year.
(f) "MAXIMUM EXCESS ALLOWANCE" means, for
any Plan Year beginning before January 1,
1989, the "Base Contribution Percentage"
plus 5.7% and for any Plan Year beginning
after December 31, 1988, the percentage
determined under either (i) or (ii):
(i) If the "Integration Level" for such
Plan Year is equal to the Taxable Wage
Base, in effect on the first day of such
Plan Year, or if the "Integration Level"
is a uniform dollar amount for all
Participants which is no greater than
the greater of $10,000 or 1/5 of the
Taxable Wage Base in effect on the first
day of such Plan Year, then the "Maximum
Excess Allowance" for such Plan Year is
the lesser of:
(aa) The "Base Contribution
Percentage", or
(bb) The greater of (AA) 5.7% or (BB)
the percentage equal to the rate of
tax under section 3111(a) of the Code
(in effect on the first day of the
Plan Year) which is attributable to
the old age insurance portion of the
Old Age, Survivors and Disability
Insurance provisions of the Social
Security Act.
(ii) If the "Integration Level" for such
Plan Year is greater than the greater of
$10,000 or 1/5 of the Taxable Wage Base
in effect on the first day of such Plan
Year but less than the Taxable Wage Base
in
A-32
effect on the first day of such Plan
Year then the "Maximum Excess
Allowance" shall be determined as
follows:
----------------------------------------------------
IF THE "INTEGRATION LEVEL" THE "MAXIMUM EXCESS
IS MORE THAN BUT NOT MORE THAN ALLOWANCE" IS
-------------------------------- ------------------
(1) X* 80% OF TAXABLE
WAGE BASE 4.3%
(2) 80% OF Y**
TAXABLE
WAGE BASE 5.4%
---------------------------------------------------
* x=The greater of $10,000 or 1/5
of Taxable Wage Base
**y=Any amount more than 80% of
Taxable Wage Base but less
than 100% of Taxable Wage
Base.
(g) "MINIMUM TOP-HEAVY RATE" means a
rate of at least three percent (unless
the total Employer contribution to the
Plan is less than three percent), or,
in certain cases where a Defined
Benefit Plan is maintained, five
percent or seven and one-half percent
(whichever is applicable) of each
Participant's Compensation for such
Plan Year; if the Plan is integrated
with Social Security, the "Base
Contribution Percentage" plus the
"Excess Contribution Percentage" plus
the "Additional Contribution
Percentage" (if any) must be no less
than the "Minimum Top- Heavy Rate" as
set forth in the preceding clause.
(h) "PRIMARY LIMITATION" means 15
percent of the Compensation otherwise
paid or accrued by the Employer during
such Taxable Year to, or for, the
Participants in the Plan.
(i) "SECONDARY LIMITATION" means the
lesser of:
(i) 25 percent of the Participants'
Compensation for the Taxable Year
which ends with or within the Plan
Year for which the Employer,
Matching, and/or Elective Deferral
Contribution or other Employer
contribution is being made, or
(ii) Any excess of (aa) the
aggregate of the "Primary
Limitations" for all Taxable Years
beginning before January 1, 1987,
over (bb) the aggregate of the
deductions allowed or allowable (for
Employer, Matching, and Elective
Deferral Contributions or other
Employer contributions paid or
deemed paid to the Plan) under
section 404(a)(3)(A) of the Code for
all Taxable Years beginning before
January 1, 1987, which excess is
available as a carryforward to the
current Taxable Year from such prior
Taxable Year(s) under said section
404(a)(3)(A).
A-33
(B) OTHER ALLOCATIONS. Other contributions shall
be allocated in accordance with the Plan document.
A.5.4 ALLOCATION OF INCREASES AND DECREASES. Allocation of
increases or decreases in the fair market value of assets described in Section
5.4 of the Plan shall be made on the basis of the amounts in the Accounts under
the Plan (as adjusted under Section 5.4 of the Plan) as determined on (check
either (A) or (B)):
[ X ] (A) First day of the period in which the
Valuation Date occurs (except that the last day
of the period shall be used for the initial
allocation).
[ ] (B) Last day of the period in which the Valuation
Date occurs.
A.5.5 ALLOCATION OF FORFEITURES.
(A) Shall forfeitures be allocated in accordance
with Section 5.5 of the Plan (check one)?
[ X ] (1) Yes [ ] (2) No
--- ---
[ ] (3) N/A (No forfeitures)
If Section A.5.5(A)(1) is checked, such allocation shall be effected as of
the last day of the (check one): [ ] (a) month [ ] (b) quarter [ X ] (c)
Plan Year in which the forfeiture occurs under Section 7.6(c) of the Plan,
in proportion to the Employer and/or Matching Contributions (as applicable)
allocated to the remaining Participants for the period for which the
allocation is effected.
(B) If Section A.5.5(A)(2) is checked,
forfeitures shall be allocated as follows (check applicable block):
[ ] (1) Matching Account forfeitures shall
be used to reduce Matching Contributions
for the Plan Year in which such
forfeitures occur but otherwise the
provisions of Section 5.5 of the Plan
shall apply.
[ ] (2) All Matching and mployer Account
forfeitures shall be used to reduce
Matching and Employer Contributions for
the Plan Year in which such forfeitures
occur.
[ X ] (3) N/A (Forfeitures shall be
allocated under Section 5.5 of Plan or
no forfeitures).
A.6.1 INVESTMENT OF ACCOUNTS.
(A) INVESTMENT POWER. Investment of Trust assets
shall be directed as follows (check (1), (2) or (3)):
[ X ] (1) Subject to the terms of the
Plan, the Trustee shall, subject to any
limitations indicated below, have the
sole power and authority to direct
investment of Trust assets.
[ ] (2) Subject to the terms of the Plan,
the Investment Manager shall, subject to
any limitations indicated below, have
the sole power and authority to direct
investment of Trust assets held in
(check applicable block(s)):
[ ] Employer Accounts [ ] Matching Accounts
[ ] Participant Accounts [ ] Elective Deferral
Accounts
A-34
[ ] QVEC Accounts [ ] Rollover Accounts
[ ] Transfer Accounts [ ] Other Accounts
Subject to the terms of the Plan, the Trustee shall have
the sole power and authority to direct investment of Trust
assets not committed to the direction of the Investment
Manager.
[ ] (3) Subject to the terms of the Plan,
each Plan Participant or Beneficiary
shall, subject to any limitations
indicated below, have the sole power and
authority to direct investment of the
Trust assets held in (check applicable
block(s)):
[ ] Employer Accounts [ ] Matching Accounts
[ ] Participant Accounts [ ] Elective Deferral
Accounts
[ ] QVEC Accounts [ ] Rollover Accounts
[ ] Transfer Accounts [ ] Other Accounts
The investments which the Participant or Beneficiary may
select are any one or more of the following (specify
investment selections available): [-----------------------
----------------------------------------------------------
---------------------------------------------------------]
Investment instructions shall be given by the Participant
or Beneficiary on the Appropriate Form to the
Administrative Committee not later than (fill in blank) [
] days before the Valuation Date preceding the effective
date of the investment direction. The Administrative
Committee shall deliver such instructions to the Trustee.
Such investment instructions shall be effected by the
Trustee not later than (fill in blank) [ ] days following
the Valuation Date coincident with or next following the
date on which the investment instructions are delivered to
the Administrative Committee.
Subject to the terms of the Plan, the Trustee shall have
the sole power and authority to direct investment of Trust
assets not committed to the direction of the Participant
or Beneficiary.
(B) LIMITATIONS. List any limitations on types of investments
and transitional investment rules (if none, write "none"): [
NONE
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
--------------------------------------------------------------------------]
(C) QUALIFYING EMPLOYER SECURITIES. May Plan
assets be invested in Qualifying Employer Securities (check one)?
[ X ] (1) Yes [ ] (2) No
--- ---
In no event may Employer, Participant, Elective Deferral, Matching,
Rollover or Qualified Voluntary Employee Contributions or other Employer
contributions or direct transfers or Employer, Participant, Elective
Deferral, Matching, Rollover, Transfer or QVEC Accounts or other accounts
be invested in Qualifying Employer Securities unless such investment is in
compliance with applicable Federal and state securities laws (including any
necessary filings under such Federal and state securities laws) and the
requirements of the Plan.
If such investment is in compliance with such laws (including any required
filings) and Plan requirements, the prohibition on investment of Plan
assets in Qualifying Employer Securities does not apply and up to [ 100 ]
(insert percentage; if not applicable, insert letters N/A in blank) percent
of Plan assets may be so invested.
A-35
If any such required filings have not been made, only Employer
Contributions and Employer Accounts not subject to Participant or
Beneficiary directed investment may be invested in Qualifying Employer
Securities. In such case, indicate the percentage of Employer Contributions
and Employer Accounts which may be invested in Qualifying Employer
Securities in the following blank: [ 100 ] percent (insert percentage; if
not applicable, insert letters N/A in blank).
A.7.6 SEPARATION FROM SERVICE.
(A) DISTRIBUTION OF ACCRUED BENEFITS UPON SEPARATION FROM
SERVICE.
(1) NORMAL RULES. Upon separation of a Participant from the
service of his Employer under Section 7.6(A) of the Plan,
distribution of such Participant's Vested Accrued Benefit
shall be made (check only one block (I.E., (a), (b) or
(c)):
[ ] (a) Upon the request of the Participant in writing
on the Appropriate Form, within 60 days
following the last day of the Plan Year in
which such Participant incurs five consecutive
One-Year Breaks In Service but if distribution
is not so requested by the Participant,
distribution shall be made on the date the
Participant would have attained his Normal
Retirement Age had he remained in the employ
of the Employer;
[ X ] (b) Upon the request of the Participant in writing
writing on the Appropriate Form, at any time
following the first Valuation Date coincident
with or next following the date such
Participant separates from the service of the
Employer; however, if distribution is not so
requested by the Participant earlier,
distribution shall be made no later than 60
days following the date the Participant would
have attained his Normal Retirement Age had he
remained in the employ of the Employer; or
[ ] (c) Within 60 days following the date the
Participant would have attained his Normal
Retirement Age had he remained in the employ
of the Employer.
Notwithstanding any other provision in the Plan or Adoption
Agreement, if the Plan provides for distribution on an Early
Retirement Date and if a separated Participant met the service but
not the age requirement for such Early Retirement Date on the date
of his separation from the service of his Employer, upon meeting
such age requirement after separation, such Participant, if he so
requests in writing on the Appropriate Form, shall commence
receiving his deferred Vested Accrued Benefit no later than the
date which would have been his Early Retirement Date had he
continued in the service of the Employer. If no such request is
made, distribution shall be made in accordance with Section
A.7.6(A)(1)(a), (b) or (c), as elected by the Employer in this
Adoption Agreement. All requests for payment under this Section
A.7.6(A) shall be made within the 90-day period preceding the date
payment is to commence.
(2) EXCEPTION. If a Participant separates from the service
of the Employer and the value of the Participant's Vested
Accrued Benefit does not exceed and at the time of any
prior distribution did not exceed $3,500, the Participant
shall automatically, whether or not he requests
distribution, receive, in one lump sum, a distribution of
his entire Vested Accrued Benefit (and if the Vested
Accrued Benefit
A-36
is $-0-, he shall be deemed to have
received such Vested Accrued Benefit)
within 60 days following the first
Valuation Date coincident with or next
following the date such Participant
separates from the service of the
Employer.
This provision shall only apply if this block is checked [ X ].
If the above block is not checked or if the value of the
Participant's Vested Accrued Benefit exceeds or at the time of a
prior distribution exceeded $3,500, the election made under
Section A.7.6(A)(1) shall apply to the distribution of the
Participant's Vested Accrued Benefit under the Plan.
(B) VESTING UPON SEPARATION FROM SERVICE.
(1) Except as otherwise provided in the Plan and in
Sections A.3.5 and A.3.11, the interest of each
Participant in his Employer Account and Matching
Account shall vest as follows (check one and
complete applicable blanks):
[ ] (a) 100 percent vesting immediately. (This
alternative must be chosen if a period of
more than one year has been designated in
Section A.2.2(B)(1)(a)(i)).
[ ] (b) [ ] percent for each Year of Service for
Vesting (not less than 20 percent for
each Year of Service for Vesting, but not
more than 100 percent).
[ ] (c) Nothing for the first five Years of
Service for Vesting and 100 percent
thereafter.
[ ] (d) Nothing for the first [ ] Years of Service
for Vesting, then [ ] percent for each
Year of Service for Vesting thereafter,
but not more than 100 percent. (Full
vesting must occur after five Years of
Service for Vesting).
[ ] (e) In accordance with the following table:
IF YEARS OF SERVICE
FOR VESTING THEN THE VESTED
EQUAL OR EXCEED - PERCENTAGE IS
3.............................20
4.............................40
5.............................60
6.............................80
7 or more....................100
[ X ] (f) [Other. (This alternative, if chosen,
must provide a percentage of vesting
which is not less than the percentage
that would be provided under options (c)
or (e) used consistently) - Specify:
IF YEARS OF SERVICE
FOR VESTING THEN THE VESTED
EQUAL OR EXCEED - PERCENTAGE IS
1.............................10
2.............................25
3.............................50
4.............................75
5 OR MORE....................100
A-37
(2) For purposes of Section A.7.6(B)(1) above and for
purposes of Section A.3.5 and Section 3.11(B) of the
Plan, Years of Service for Vesting attributable to the
following shall be disregarded (check applicable
blocks):
[ ] (a) Service prior to the attainment of
age 18, exclusive of the year within
which the Employee attained age 18.
[ ] (b) Service during any period for which
the Employer did not maintain this
Plan or a predecessor trust or plan.
[ ] (c) Service before January 1, 1971, unless
the Employee has had at least three
years of credited service after
December 31, 1970, determined without
application of paragraphs (a), (b),
(d) and (e) hereof if selected by the
Employer.
[X] (d) If an Employee is reemployed by the
Employer following a One-Year Break In
Service, service before such One-Year
Break In Service, if the Employee has
not completed a Year of Service for
Vesting after such One- Year Break In
Service, for the purpose of
determining the vested percentage in
his Employer-derived Accrued Benefit
which accrues after such One-Year
Break In Service.
[X] (e) If an Employee is reemployed by the
Employer following five consecutive
One-Year Breaks In Service (check only
(i) or (ii) whichever is to apply):
[ ] (i) Service after such five
consecutive One-Year Breaks In
Service, for the purpose of
determining the vested
percentage in his
Employer-derived Accrued
Benefit which accrued before
such five consecutive One-Year
Breaks In Service but both
pre-Break and post- Break
service will count for purposes
of determining the vested
percentage in his
Employer-derived Accrued
Benefit which accrued after
such Break.
[X] (ii) Service after such five
consecutive One-Year Breaks In
Service, for the purpose of
determining the vested
percentage in his
Employer-derived Accrued
Benefit which accrued before
such five consecutive One-Year
Breaks In Service and, if the
Employee had no vested interest
in his Employer- derived
Accrued Benefit prior to such
Break(s) and the number of
consecutive One-Year Breaks In
Service equals or exceeds the
aggregate Years of Service for
Vesting, service before such
five consecutive One-Year
Breaks In Service for the
purpose of determining the
vested percentage in his
Employer-derived Accrued
Benefit which accrues after
such five
A-38
consecutive One-Year Breaks In
Service.
To the extent required by the Plan, separate accounts
shall be maintained for the Participant's pre-Break and
post- Break Employer-derived account balances.
(3) Except as otherwise provided in Section 7.6(C) of
the Plan relating to benefits accruing before a
separation from service, if a Participant separates
from service and thereafter returns to employment with
the Employer without incurring five consecutive
One-Year Breaks In Service, he shall continue to vest
in his Accrued Benefit.
(4) In the event that an Employee who is not a member
of the eligible class of Employees becomes a member of
the eligible class, such Employee shall, subject to
any applicable limitation set forth in this Section
A.7.6, receive credit, for vesting purposes, for
Service with the Employer while such Employee was not
a member of the eligible class.
(5) Service, for purposes of Section A.7.6(B)(1),
includes service with a predecessor employer if the
Employer adopting the Plan is maintaining the Plan as
a plan of a predecessor employer.
Service, for purposes of Section A.7.6(B)(1), also includes
service with a predecessor employer whose plan is not being
continued by the Employer to the extent provided in Section
A.1.79.
(C) FORFEITURES. If the provisions of Section 7.6(C)(1)(b) of the
Plan are to apply, check this block [ X ]; otherwise the provisions of
Section 7.6(C)(1)(a) of the Plan shall apply.
A.7.9 COMMENCEMENT OF PAYMENTS; DEFERRAL OF PAYMENTS; MINIMUM
DISTRIBUTION REQUIREMENTS.
(A) DATE PAYMENTS TO COMMENCE. This provision is contained in the
Plan.
(B) DEFERRAL OF PAYMENTS. Shall a Participant, to the extent
permitted by the Plan, be permitted to defer payment of benefits under
Sections 7.3, 7.4, 7.5 and 7.7 of the Plan (check one)?
[ X ] (1) Yes [ ] (2) No
--- ---
(C) MINIMUM DISTRIBUTION REQUIREMENTS. This provision is contained
in the Plan.
A.7.10 WITHDRAWALS DURING EMPLOYMENT.
(A) WITHDRAWALS FROM PARTICIPANT ACCOUNTS. Shall withdrawals of
Participant Accounts (other than the portion of such Participant Accounts
attributable to required Participant Contributions and to Participant
Contributions which are matched by the Employer) be permitted (check one)?
[ ] (1) Yes [ ] (2) No [ X ] (3) N/A
--- --- ---
(B) WITHDRAWALS FROM QVEC ACCOUNTS. Shall withdrawals of QVEC
Accounts be permitted (check one)?
[ ] (1) Yes [ ] (2) No [ X ] (3) N/A
--- --- ---
(C) WITHDRAWALS FROM ROLLOVER ACCOUNTS. Shall withdrawals of
Rollover Accounts be permitted (check one)?
[ ] (1) Yes [ X ] (2) No [ ] (3) N/A
--- --- ---
A-39
(D) HARDSHIP AND POST - 59 1/2 WITHDRAWALS FROM ELECTIVE DEFERRAL
ACCOUNTS. Shall withdrawals of Elective Deferral Accounts be permitted (if
such withdrawals are to be permitted, check either (1) or (2) or both) [ ]
(1) on account of hardship [ ] (2) after reaching age 59-1/2 (check one)?
[ ] (a) Yes [ ] (b) No [ X ] (c) N/A
--- --- ---
(E) HARDSHIP AND POST - 59 1/2 WITHDRAWALS FROM EMPLOYER,
PARTICIPANT, ROLLOVER AND TRANSFER ACCOUNTS. Shall withdrawals of Employer,
Participant, Rollover and Transfer Accounts be permitted (if such
withdrawals are to be permitted, check either (1) or (2) or both) [ ] (1)
on account of hardship [ ] (2) after reaching age 59-1/2 (check one)?
[ ] (a) Yes [ X ] (b) No
(F) HARDSHIP AND POST - 59 1/2 WITHDRAWALS FROM MATCHING ACCOUNTS.
Shall hardship and post - age 59 1/2 withdrawals of Matching Accounts be
permitted (if such withdrawals are to be permitted, check either (1) or (2)
or both) [ ] (1) on account of hardship [ ] (2) after reaching age 59-1/2
(check one)?
[ ] (a) Yes [ ] (b) No [ X ] (c) N/A
--- --- ---
(G) OTHER PRE-59-1/2 IN-SERVICE WITHDRAWALS. Shall withdrawals of
a Participant's Vested Accrued Benefit attributable to Participant
Contributions, Employer Contributions, and Matching Contributions after
such Participant completes five Years of Service for
Benefit Accrual but before he attains age 59 1/2 be permitted (check one)?
[ ] (1) Yes [ X ] (2) No
--- ---
WITHDRAWALS SHALL ONLY BE MADE IN ACCORDANCE WITH THE PROVISIONS OF SECTION
7.10 OF THE PLAN.
A.7.11 LOANS.
(A) Shall loans to Participants and Beneficiaries if such
Beneficiaries are parties-in-interest (as defined in the Plan) be permitted
(check one)?
[ X ] (1) Yes [ ] (2) No
--- ---
NOTE: NO LOANS MAY BE MADE TO OWNER-EMPLOYEES OR TO SHAREHOLDER
EMPLOYEES (AS DEFINED IN SECTION 7.11(A)(7) OF THE PLAN).
(B) The interest rate shall be determined as follows: [ THE
INTEREST RATE SHALL EQUAL ONE PERCENTAGE POINT ABOVE THE PRIME INTEREST
RATE AS PUBLISHED IN THE WALL STREET JOURNAL ON THE FIRST BUSINESS DAY OF
THE WEEK IN WHICH THE LOAN IS MADE. ]
(C) Shall the exception to the 50% of Vested Accrued Benefit
limitation on loans not in excess of $10,000 apply?
[ ] (1) Yes [ X ] (2) No
--- ---
[ ] (3) N/A (No loans permitted)
If the exception is to apply, note that only 50% of the Vested Accrued
Benefit may be used as security for the loan. Additional security must
be provided by the Participant or Beneficiary. Specify the type of
additional collateral which will be used to secure the remainder of the
loan: [ N/A
-----------------------------------------------------------------------
-----------------------------------------------------------------------
----------------------------------------------------------------------]
(D) Specify the types of collateral to be used to secure loans
under the Plan: [ ONE HALF OF THE PRESENT VALUE OF THE PARTICIPANT'S OR
BENEFICIARY'S VESTED ACCRUED BENEFIT UNDER THE PLAN. ]
A-40
(E) If Section A.7.11(A)(1) is checked, indicate any additional
limitations to be placed on loans (if none, so state; if not applicable,
insert letters N/A):[ LOANS FROM THE PLAN WILL BE PERMITTED ONLY IN THE
EVENT OF A PERSONAL EMERGENCY OR FINANCIAL HARDSHIP IN ACCORDANCE WITH THE
GUIDELINES SET FORTH IN SECTION 7.10(C)(3) OF THE PLAN. ]
(F) Shall loans to a Participant be treated as an investment by
such Participant for his Accounts only (check one)?
[ X ] (1) Yes [ ] (2) No
--- ---
[ ] (3) N/A (No loans permitted)
A.7.14 JOINT AND SURVIVOR ANNUITY. The provisions of Section 7.14 of
the Plan shall not apply to the Plan, as adopted under this Adoption
Agreement.
A.8.2 SPECIAL PROVISION WITH RESPECT TO QUALIFIED DOMESTIC RELATIONS
ORDERS. Shall the special provision of Section 8.2 of the Plan with respect
to Qualified Domestic Relations Orders apply to the Plan as adopted by the
Employer (check one)?
[ X ] (A) Yes [ ] (B) No
A.15.1 AMENDMENT. THE CHANGES MADE BY THIS AMENDMENT AND RESTATEMENT
SHALL BE DEEMED ADOPTED BY EACH ADOPTING EMPLOYER ON THE DATE THE
NOTIFICATION LETTER IS ISSUED BY THE DISTRICT OFFICE OF THE INTERNAL
REVENUE SERVICE WITHOUT FURTHER ACTION ON THE PART OF THE ADOPTING EMPLOYER
EXCEPT THAT SUCH ADOPTING EMPLOYER MUST SEND A NOTICE TO INTERESTED PARTIES
INFORMING SUCH INTERESTED PARTIES THAT THE PLAN HAS BEEN AMENDED. SUCH
NOTICE MUST BE GIVEN IN ACCORDANCE WITH THE RULES OF SECTION 15.1(C) OF THE
PLAN. SEE SECTION 15.1(C) OF THE PLAN FOR FURTHER INFORMATION.
A.18.4 AGENT FOR SERVICE OF LEGAL PROCESS. The name(s) and address(es)
of the agent(s) for service of legal process under the Plan are:
[ ADMINISTRATIVE COMMITTEE, FUND OFFICE RETIREMENT PROFIT-SHARING PLAN
X/X XXXXXXXX XXXXXX XXXXXXXX XXXX
XXXXXXXX XXXX CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
A.18.17 RESTATEMENT.
(A) RESTATEMENT OF EXISTING PLAN. The Employer may adopt the Plan
as an amendment and restatement of any Prior Plan (including a prior
version of this Plan and Trust Agreement). Adoption shall not require
termination of the Prior Plan, except that amendment and restatement of an
existing Defined Benefit Plan into the Plan shall be deemed to be a
termination of such Prior Plan for the purposes of Title IV of ERISA. Upon
adoption of this Plan, the assets of the Prior Plan shall be invested in
accordance with the provisions of this Plan. Check if applicable:
[ X ] This is an amendment and restatement of the [ FUND
OFFICE RETIREMENT PROFIT-SHARING ] PLAN, an existing qualified
[ PROFIT- SHARING ] plan, which was adopted effective as of [
SEPTEMBER 18, 1981].
(B) LIMITATIONS APPLICABLE TO PLAN PROVISIONS. Except as otherwise
provided in Section 3.11 of the Plan, the participation and/or vesting
provisions of the Plan, as adopted by the Employer, shall apply as follows
(check applicable block or blocks; to the extent not checked, the Plan
shall apply in accordance with the terms set forth herein):
[ ] (1) The participation provisions of
this Plan, as adopted by the Employer,
shall apply only to Employees hired on
or after the date the Plan is adopted by
the Employer. The participation
provisions of the Prior Plan shall
otherwise apply.
A-41
[ ] (2) The vesting provisions of this
Plan, as adopted by the Employer, shall
apply only to Employees hired on or
after the date the Plan is adopted by
the Employer. The vesting provisions of
the Prior Plan shall otherwise apply.
[ X ] (3) N/A.
(C) INCORPORATION OF APPLICABLE PRIOR PLAN PROVISIONS AND
TRANSITIONAL RULES. If the Employer checked A.18.17(A), such Employer shall
insert here any Prior Plan provisions and any transitional rules which such
Employer desires or is required to make applicable to this Plan (if none,
write the word "none"):
[ (1) MERGER OF PLANS. EFFECTIVE DECEMBER 1, 0000, XXX XXXXXXXX XXXXXX
EXCHANGE FUND RETIREMENT PROFIT-SHARING PLAN, THE INDEPENDENCE SQUARE INCOME
SECURITIES, INC. RETIREMENT PROFIT-SHARING PLAN, THE TEMPORARY INVESTMENT FUND,
INC. RETIREMENT PROFIT-SHARING PLAN, AND THE TRUST FOR SHORT-TERM FEDERAL
SECURITIES RETIREMENT PROFIT-SHARING PLAN WERE MERGED INTO, AND THEIR ASSETS
TRANSFERRED INTO, THE PLAN.
(2) CHANGE IN ACCRUAL COMPUTATION PERIODS, LIMITATION YEARS, PLAN YEARS
AND VESTING COMPUTATION PERIODS. AS A RESULT OF THE MERGER AND TRANSFER OF
ASSETS, THE ACCRUAL COMPUTATION PERIODS, LIMITATION YEARS, PLAN YEARS AND
VESTING COMPUTATION PERIODS FOR THE CHESTNUT STREET EXCHANGE FUND, INDEPENDENCE
SQUARE INCOME SECURITIES, INC., TEMPORARY INVESTMENT FUND, INC., AND TRUST FOR
FEDERAL SECURITIES RETIREMENT PROFIT-SHARING PLANS WERE CHANGED AS FOLLOWS:
PLAN OLD (UNDER OLD PLAN) NEW (UNDER THIS PLAN)
CHESTNUT STREET EX-
CHANGE FUND 1/1 TO 12/31 12/1 TO 00/00
XXXXXXXXXXXX XXXXXX
INCOME SECURITIES,
INC. 1/1 TO 12/31 12/1 TO 11/30
TEMPORARY INVESTMENT
FUND, INC. 10/1 TO 9/30 12/1 TO 11/30
TRUST FOR FEDERAL
SECURITIES 11/1 TO 10/31 12/1 TO 11/30
THIS RESULTED IN THE FOLLOWING SHORT ACCRUAL COMPUTATION PERIODS,
LIMITATION YEARS, PLAN YEARS AND VESTING COMPUTATION PERIODS:
PLAN SHORT PERIOD/YEAR
CHESTNUT STREET 1/1/87 TO 11/30/87
INDEPENDENCE SQUARE INCOME SECURITIES, INC. 1/1/87 TO 11/30/87
TEMPORARY INVESTMENT FUND, INC. 10/1/87 TO 11/30/87
TRUST FOR FEDERAL SECURITIES 11/1/87 TO 11/30/87
(a) CHANGE IN VESTING COMPUTATION PERIODS. EACH PARTICIPANT IN THE
ABOVE LISTED PLANS RECEIVED VESTING CREDIT FOR TWO YEARS OF
SERVICE FOR VESTING PROVIDED SUCH PARTICIPANT COMPLETED 200 OR
MORE HOURS OF SERVICE IN BOTH THE OLD VESTING COMPUTATION
PERIOD AND THE NEW VESTING COMPUTATION PERIOD AS SET FORTH
ABOVE.
(b) CHANGE IN ACCRUAL COMPUTATION PERIODS. ANY PARTICIPANT IN THE
ABOVE LISTED PLANS WHO COMPLETED 200 HOURS OF SERVICE
MULTIPLIED BY THE NUMBER OF MONTHS IN THE SHORT ACCRUAL
COMPUTATION PERIOD DIVIDED BY TWELVE RECEIVED HIS
PROPORTIONATE SHARE OF EMPLOYER CONTRIBUTIONS DURING THE SHORT
ACCRUAL COMPUTATION PERIOD SET FORTH ABOVE.
(c) CHANGE IN LIMITATION YEARS. FOR THE SHORT LIMITATION YEARS,
THE DOLLAR LIMITATIONS UNDER SECTION 415(C)(1)(A) OF THE CODE
WERE ADJUSTED AS PROVIDED UNDER TREAS. REG. SS. 1.415-2(B)(4).
THE ABOVE CHANGES WERE MADE PURSUANT TO THE AUTOMATIC APPROVAL
PROVISIONS OF REV. PROC. 87-27, 1987-25 I.R.B. 41. ]
A-42
A.18.18 INDIVIDUAL PROVISIONS. Any provisions applicable to the
adopting Employer only should be inserted here (if none, write the word "none"):
[ (A) EMPLOYER AMENDMENT OF PLAN AND/OR TRUST. ANY EMPLOYER AMENDMENT OF THE
PLAN AND/OR TRUST PERMITTED BY SECTION 15.1 OF THE PLAN AND TRUST AGREEMENT
SHALL BE EFFECTED BY RESOLUTION OF THE EMPLOYER'S BOARD OF DIRECTORS ADOPTED AT
A DULY HELD MEETING OF SAID BOARD OR BY UNANIMOUS WRITTEN CONSENT OF SAID BOARD,
IF THE EMPLOYER IS INCORPORATED AND OTHERWISE BY APPROPRIATE WRITTEN ACTION OF
EMPLOYER'S OWNER OR OTHER GOVERNING ENTITY UNDER STATE LAW. A CERTIFIED COPY OF
SUCH RESOLUTIONS OR OTHER WRITTEN ACTION SHALL BE DELIVERED TO THE
ADMINISTRATIVE COMMITTEE AND THE TRUSTEE.
(B) TERMINATION OR PARTIAL TERMINATION OF PLAN AND/OR TRUST. TERMINATION OR
PARTIAL TERMINATION OF THE PLAN AND/OR TRUST UNDER ARTICLE XVI OF THE PLAN AND
TRUST AGREEMENT SHALL BE EFFECTED BY RESOLUTION OF THE EMPLOYER'S BOARD OF
DIRECTORS ADOPTED AT A DULY HELD MEETING OF SAID BOARD OR BY UNANIMOUS WRITTEN
CONSENT OF SAID BOARD, IF SUCH EMPLOYER IS INCORPORATED AND OTHERWISE BY
APPROPRIATE WRITTEN ACTION OF THE EMPLOYER'S OWNER OR OTHER GOVERNING ENTITY
UNDER STATE LAW. A CERTIFIED COPY OF SUCH RESOLUTIONS OR OTHER WRITTEN ACTION
SHALL BE DELIVERED TO THE ADMINISTRATIVE COMMITTEE AND THE TRUSTEE.
(C) SMALL BUSINESS JOB PROTECTION ACT OF 1996 AND TAXPAYER RELIEF ACT OF
1997 CHANGES.
(1) DEFINITION OF HIGHLY COMPENSATED EMPLOYEE. NOTWITHSTANDING SECTION
1.38 OF THE PLAN, EFFECTIVE FOR PLAN YEARS BEGINNING ON AND AFTER JANUARY 1,
1997, "HIGHLY COMPENSATED EMPLOYEE" SHALL MEAN ANY EMPLOYEE OF THE EMPLOYER WHO:
(a) WAS A FIVE PERCENT OWNER (WITHIN THE MEANING OF SECTION
414(Q)(2) OF THE CODE) OF THE EMPLOYER AT ANY TIME DURING THE DETERMINATION
YEAR OR THE LOOK BACK YEAR; OR
(b) FOR THE PRECEDING PLAN YEAR:
(i) HAD COMPENSATION FROM THE EMPLOYER IN EXCESS OF $80,000
(AS ADJUSTED IN ACCORDANCE WITH SECTION 414(Q)(1) OF THE CODE);
(ii) IF THE EMPLOYER ELECTS THE APPLICATION OF THIS SECTION
18.18(C)(2)(B) FOR SUCH LOOK BACK YEAR, WAS A MEMBER OF THE TOP-PAID
GROUP FOR SUCH LOOK BACK YEAR.
ANY CALENDAR YEAR ELECTION SHALL BE MADE IN ACCORDANCE WITH NOTICE
97-45.
(2) RESTRICTIONS ON MANDATORY DISTRIBUTIONS. SECTIONS 7.1, 7.3, 7.4,
7.5, 7.6 AND 7.7 OF THE PLAN ARE AMENDED BY STRIKING $3,500 EACH PLACE IT
APPEARS IN SAID SECTIONS AND INSERTING $5,000.
(D) UNPAID FAMILY AND MEDICAL LEAVE ACT OF 1993. NOTWITHSTANDING ANY
PROVISION IN THE PLAN TO THE CONTRARY, AND EFFECTIVE WITH RESPECT TO AN EMPLOYEE
WHOSE ABSENCE AFTER APRIL 5, 1993 IS GOVERNED BY THE FAMILY AND MEDICAL LEAVE
ACT OF 1993 ("FMLA"), ANY PERIOD OF UNPAID FMLA LEAVE SHALL NOT BE TREATED AS,
OR COUNTED TOWARD, A ONE-YEAR BREAK IN SERVICE FOR PURPOSES OF VESTING OR
ELIGIBILITY TO PARTICIPATE. HOWEVER, UNPAID FMLA LEAVE PERIODS SHALL NOT BE
TREATED AS CREDITED SERVICE FOR PURPOSES OF BENEFIT ACCRUAL, VESTING AND
ELIGIBILITY TO PARTICIPATE. THE PLAN SHALL BE ADMINISTERED IN ACCORDANCE WITH
THE REQUIREMENTS OF THE FMLA AND THE DEPARTMENT OF LABOR REGULATIONS THEREUNDER.
(E) USERRA AMENDMENT. EFFECTIVE DECEMBER 12, 1994, NOTWITHSTANDING ANY
PROVISION OF THIS PLAN TO THE CONTRARY, CONTRIBUTIONS, BENEFITS AND SERVICE
CREDIT WITH RESPECT TO QUALIFIED MILITARY SERVICE WILL BE PROVIDED IN ACCORDANCE
WITH SECTION 414(U) OF THE INTERNAL REVENUE CODE. LOAN REPAYMENTS WILL BE
SUSPENDED UNDER THIS PLAN AS PERMITTED UNDER SECTION 414(U)(4) OF THE INTERNAL
REVENUE CODE.
(F) ADOPTION OF PLAN BY OTHER EMPLOYERS.
(1) EFFECTIVE DATE. THIS SECTION A.18.18(F) SHALL BE EFFECTIVE AS OF
DECEMBER 1, 1989.
A-43
(2) ADOPTION OF PLAN AND TRUST. ANY OTHER EMPLOYER MAY ADOPT THE TERMS
OF THIS PLAN AS ADOPTED BY THE ADOPTING EMPLOYER, AND THEREBY BECOME A
"PARTICIPATING EMPLOYER," PROVIDED:
(a) THE BOARD OF DIRECTORS OR OTHER GOVERNING ENTITY OF THE
ADOPTING EMPLOYER CONSENTS TO SUCH ADOPTION;
(b) THE BOARD OF DIRECTORS OR OTHER GOVERNING ENTITY OF THE
ADOPTING PARTICIPATING EMPLOYER ADOPTS THIS PLAN BY APPROPRIATE ACTION;
(c) THE ADOPTING PARTICIPATING EMPLOYER EXECUTES THE ADOPTION
AGREEMENT; AND
(d) THE ADOPTING PARTICIPATING EMPLOYER EXECUTES SUCH OTHER
DOCUMENTS AS MAY BE REQUIRED TO MAKE SUCH ADOPTING PARTICIPATING
EMPLOYER A PARTY TO THE PLAN AND TRUST AS A PARTICIPATING EMPLOYER
(EXCEPT AS PROVIDED BELOW).
A PARTICIPATING EMPLOYER WHICH ADOPTS THE PLAN AND TRUST AGREEMENT IS
THEREAFTER AN EMPLOYER WITH RESPECT TO ITS EMPLOYEES FOR PURPOSES OF THE
PLAN, THE TRUST AGREEMENT AND THIS ADOPTION AGREEMENT EXCEPT THAT SUCH
PARTICIPATING EMPLOYER DELEGATES TO THE ADOPTING EMPLOYER THE POWER TO
AMEND THE ADOPTION AGREEMENT ON ITS BEHALF AND ON BEHALF OF THE ADOPTING
EMPLOYER AND EACH OTHER PARTICIPATING EMPLOYER, PROVIDED SUCH AMENDMENT
DOES NOT MATERIALLY AFFECT THE SUBSTANCE OF THE PLAN WITH RESPECT TO THE
ADOPTING EMPLOYER OR ANY PARTICIPATING EMPLOYER OR MATERIALLY AFFECT THE
COSTS OF THE ADOPTING EMPLOYER OR ANY PARTICIPATING EMPLOYER. A
PARTICIPATING EMPLOYER RESERVES THE POWER TO WITHDRAW FROM THE PLAN, AS
PROVIDED IN SECTION A.18.18(F)(3), AND TO TERMINATE THE PLAN AND TRUST
AGREEMENT WITH RESPECT TO SUCH PARTICIPATING EMPLOYER, AS PROVIDED IN
SECTION A.18.18(F)(5).
(3) WITHDRAWAL FROM PLAN. SUBJECT TO THE REQUIREMENTS OF ARTICLE XVII,
ANY PARTICIPATING EMPLOYER MAY, AT ANY TIME, WITHDRAW FROM THE PLAN UPON
GIVING THE BOARD OF DIRECTORS OR OTHER GOVERNING ENTITY OF THE ADOPTING
EMPLOYER, THE ADMINISTRATIVE COMMITTEE AND THE TRUSTEE AT LEAST 30 DAYS
NOTICE IN WRITING OF ITS INTENTION TO WITHDRAW. UPON THE WITHDRAWAL OF A
PARTICIPATING EMPLOYER PURSUANT TO THIS SECTION A.18.18(F)(3), THE TRUSTEE
SHALL SEGREGATE A PORTION OF THE ASSETS IN THE TRUST AS SET FORTH BELOW,
THE VALUE OF WHICH SHALL EQUAL THE TOTAL AMOUNT CREDITED TO THE ACCOUNTS OF
PARTICIPANTS EMPLOYED BY THE WITHDRAWING PARTICIPATING EMPLOYER. SUBJECT TO
THE REQUIREMENTS OF ARTICLE XVII, THE DETERMINATION OF WHICH ASSETS ARE TO
BE SO SEGREGATED SHALL BE MADE BY THE TRUSTEE IN ITS SOLE DISCRETION AS SET
FORTH BELOW.
THE ADMINISTRATIVE COMMITTEE MAY, AT ANY TIME, DIRECT THE TRUSTEE TO
SEGREGATE FROM THE TRUST SUCH PART THEREOF AS THE ADMINISTRATIVE COMMITTEE
SHALL DETERMINE TO BE HELD FOR THE BENEFIT OF THE EMPLOYEES OF A
PARTICIPATING EMPLOYER, AND SHALL GIVE A COPY OF SUCH DIRECTIONS TO THE
ADOPTING EMPLOYER AND EACH PARTICIPATING EMPLOYER. SUCH DIRECTIONS SHALL
SPECIFY THE ASSETS OF THE TRUST TO BE SEGREGATED. UNLESS THE ADOPTING
EMPLOYER OR ANY PARTICIPATING EMPLOYER FILES WITH THE TRUSTEE A WRITTEN
PROTEST WITHIN 30 DAYS AFTER DELIVERY OF SUCH DIRECTIONS TO THE TRUSTEE,
SUCH DIRECTIONS SHALL CONCLUSIVELY ESTABLISH THAT THE ASSETS SPECIFIED
THEREIN REPRESENT THE PART OF THE TRUST HELD FOR THE BENEFIT OF THE
EMPLOYEES OF THE ADOPTING EMPLOYER AND OF EACH PARTICIPATING EMPLOYER.
AFTER THE EXPIRATION OF SUCH 30 DAY PERIOD, AND AFTER SETTLEMENT OF ANY
SUCH PROTEST, THE TRUSTEE SHALL FOLLOW THE ADMINISTRATIVE COMMITTEE'S
DIRECTIONS, INCLUDING ANY MODIFICATION THEREOF ADOPTED IN SETTLEMENT OF ANY
PROTEST. ANY PART OF THE TRUST SEGREGATED PURSUANT TO SUCH DIRECTIONS SHALL
THEREAFTER BE HELD IN A SEPARATE TRUST IDENTICAL IN TERMS TO THE TRUST
HEREBY ESTABLISHED OR MAINTAINED, EXCEPT THAT, WITH RESPECT TO SUCH
SEPARATE TRUST, THIS PLAN AND TRUST AGREEMENT SHALL BE CONSTRUED AS IF SUCH
PARTICIPATING EMPLOYER WERE THE ADOPTING EMPLOYER AND ALL POWERS AND
AUTHORITY CONFERRED UPON THE ADOPTING EMPLOYER OR ITS BOARD OR OTHER
GOVERNING ENTITY AND THE ADMINISTRATIVE COMMITTEE SHALL DEVOLVE UPON SUCH
PARTICIPATING EMPLOYER OR ITS BOARD OF DIRECTORS OR OTHER GOVERNING ENTITY.
AT ANY TIME THEREAFTER, SUCH PARTICIPATING EMPLOYER AND THE TRUSTEE MAY
(BUT THEY SHALL NOT BE REQUIRED TO) ENTER INTO A SEPARATE AGREEMENT STATING
THE TERMS OF SUCH SEPARATE PLAN AND TRUST AGREEMENT WHICH MAY BE THE
DRINKER XXXXXX & XXXXX LLP REGIONAL PROTOTYPE DEFINED CONTRIBUTION PLAN AND
TRUST AGREEMENT. IF THE
A-44
DRINKER XXXXXX & XXXXX LLP REGIONAL PROTOTYPE DEFINED CONTRIBUTION PLAN AND
TRUST AGREEMENT IS NOT SO ADOPTED, THE PLAN AND TRUST AGREEMENT WITH
RESPECT TO THE WITHDRAWING PARTICIPATING EMPLOYER SHALL BE CONSIDERED AN
INDIVIDUALLY DESIGNED PLAN.
(4) EXCLUSIVE PURPOSE OF TRUST. NEITHER THE SEGREGATION AND TRANSFER OF
THE TRUST ASSETS UPON THE WITHDRAWAL OF A PARTICIPATING EMPLOYER NOR THE
EXECUTION OF A NEW PLAN AND TRUST AGREEMENT BY SUCH WITHDRAWING
PARTICIPATING EMPLOYER SHALL OPERATE TO PERMIT ANY PART OF THE TRUST TO BE
USED FOR, OR DIVERTED TO, PURPOSES OTHER THAN FOR THE EXCLUSIVE BENEFIT OF
THE PARTICIPANTS OR THEIR BENEFICIARIES.
(5) APPLICATION OF WITHDRAWAL PROVISIONS. THE WITHDRAWAL PROVISIONS
CONTAINED IN SECTION A.18.18(G)(3) AND (4) SHALL BE APPLICABLE ONLY IF THE
WITHDRAWING PARTICIPATING EMPLOYER CONTINUES TO COVER ITS PARTICIPANTS AND
ELIGIBLE EMPLOYEES IN ANOTHER PLAN AND TRUST QUALIFIED UNDER SECTIONS 401
AND 501 OF THE CODE. OTHERWISE, THE TERMINATION PROVISIONS OF THE PLAN AND
TRUST AGREEMENT SHALL APPLY WITH RESPECT TO THE WITHDRAWING PARTICIPATING
EMPLOYER.
(6) SINGLE PLAN. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN,
THE PLAN, AS ADOPTED PURSUANT TO THIS SECTION A.18.18(F) BY THE ADOPTING
EMPLOYER AND EACH PARTICIPATING EMPLOYER, SHALL CONSTITUTE A SINGLE PLAN,
AS SUCH TERM IS DEFINED IN TREAS. REG. SS. 1.414(1)-1(B)(1), AS TO THE
ADOPTING EMPLOYER AND EACH PARTICIPATING EMPLOYER.
(7) QUALIFYING EMPLOYER SECURITIES. FOR PURPOSES OF SECTIONS A.1.72 AND
A.6.1(B), AND FOR ALL OTHER PURPOSES OF THE PLAN AND TRUST AGREEMENT, THE
STOCK OF ANY ADOPTING EMPLOYER AND ANY PARTICIPATING EMPLOYER SHALL BE
TREATED AS QUALIFYING EMPLOYER SECURITIES.
(8) ADOPTING EMPLOYER APPOINTED AGENT OF PARTICIPATING EMPLOYERS. EACH
PARTICIPATING EMPLOYER APPOINTS THE BOARD OF DIRECTORS OR OTHER GOVERNING
ENTITY OF THE ADOPTING EMPLOYER AS ITS AGENT TO EXERCISE ON ITS BEHALF ALL
OF THE ADMINISTRATIVE POWER AND AUTHORITY CONFERRED UPON THE ADOPTING
EMPLOYER BY THIS PLAN AND TRUST AGREEMENT, INCLUDING THE POWER TO AMEND THE
ADOPTION AGREEMENT ON ITS BEHALF AND ON BEHALF OF THE ADOPTING EMPLOYER AND
EACH OTHER PARTICIPATING EMPLOYER AS SET FORTH IN ARTICLE XV, PROVIDED SUCH
AMENDMENT DOES NOT MATERIALLY AFFECT THE SUBSTANCE OF THE PLAN WITH RESPECT
TO THE ADOPTING EMPLOYER OR ANY PARTICIPATING EMPLOYER OR MATERIALLY AFFECT
THE COST OF THE ADOPTING EMPLOYER OR ANY PARTICIPATING EMPLOYER. THE
AUTHORITY OF THE BOARD OF DIRECTORS OR OTHER GOVERNING ENTITY OF THE
ADOPTING EMPLOYER TO ACT AS AGENT OF ANY PARTICIPATING EMPLOYER, IN
ACCORDANCE WITH SECTIONS A.18.18(F)(2) AND A.18.18(F)(8), SHALL TERMINATE
ONLY IF THE PART OF THE PLAN'S ASSETS HELD FOR THE BENEFIT OF THE EMPLOYEES
OF SUCH PARTICIPATING EMPLOYER SHALL BE SEGREGATED IN A SEPARATE TRUST AS
PROVIDED IN SECTION A.18.18(F)(3) AND SUCH PARTICIPATING EMPLOYER THEREUPON
WITHDRAWS FROM THE PLAN IN ACCORDANCE WITH SECTION A.18.18(F)(3). ANY
MATERIAL AMENDMENT (I.E., ANY AMENDMENT MATERIALLY AFFECTING THE SUBSTANCE
OF THE PLAN WITH RESPECT TO THE ADOPTING EMPLOYER OR ANY PARTICIPATING
EMPLOYER OR MATERIALLY AFFECTING THE COSTS OF THE ADOPTING EMPLOYER OR ANY
PARTICIPATING EMPLOYER) CAN ONLY BE ADOPTED BY THE ADOPTING EMPLOYER AND
ALL PARTICIPATING EMPLOYERS. EACH PARTICIPATING EMPLOYER EXCLUSIVELY
RESERVES THE POWER TO TERMINATE THIS PLAN AND/OR THE TRUST AGREEMENT AS SET
FORTH IN ARTICLE XVI WITH RESPECT TO SUCH PARTICIPATING EMPLOYER. THE
COMPLETE TERMINATION OF THE PLAN CAN ONLY BE EFFECTED BY ACTION OF THE
ADOPTING EMPLOYER AND ALL PARTICIPATING EMPLOYERS.
(9) NAME OF ADOPTING EMPLOYER. THE CHESTNUT STREET EXCHANGE FUND IS THE
ADOPTING EMPLOYER.
(10) PARTICIPATING EMPLOYERS. THE NAMES AND PERTINENT DATA FOR THE
PARTICIPATING EMPLOYERS ARE AS FOLLOWS:
(a) THE RBB FUND, INC.:
ADDRESS: BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
A-45
TAXABLE YEAR: SEPTEMBER 1 - AUGUST 31
--------------------------------------
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: CORPORATION
PLACE OF ORGANIZATION: MARYLAND
(b) INDEPENDENCE SQUARE INCOME SECURITIES, INC.:
ADDRESS: XXX XXXXXX XXXXXX
XXXXXXXXX, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: JANUARY 1 - DECEMBER 31
--------------------------------------
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: CORPORATION
PLACE OF ORGANIZATION: MARYLAND
(c) TEMPORARY INVESTMENT FUND, INC.: (CEASED PARTICIPATION IN
THE PLAN EFFECTIVE DECEMBER 31, 1997)
ADDRESS: BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: OCTOBER 1 - SEPTEMBER 30
---------------------------------------
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: CORPORATION
PLACE OF ORGANIZATION: MARYLAND
(d) TRUST FOR FEDERAL SECURITIES (CEASED PARTICIPATION IN THE
PLAN EFFECTIVE DECEMBER 31, 1997):
ADDRESS: BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: NOVEMBER 1 - OCTOBER 31
--------------------------------------
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: BUSINESS TRUST
PLACE OF ORGANIZATION: PENNSYLVANIA
(e) MUNICIPAL FUND FOR CALIFORNIA INVESTORS, INC. (CEASED
PARTICIPATION IN THE PLAN EFFECTIVE DECEMBER 31, 1997):
ADDRESS: BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: FEBRUARY 1 - JANUARY 31
--------------------------------------
BUSINESS CODE NUMBER: 6742
A-46
TYPE OF ENTITY: CORPORATION
PLACE OF ORGANIZATION: MARYLAND
(f) MUNICIPAL FUND FOR NEW YORK INVESTORS, INC. (CEASED
PARTICIPATION THE PLAN EFFECTIVE DECEMBER 31, 1997):
ADDRESS: BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: AUGUST 1 - JULY 31
---------------------------------
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: CORPORATION
PLACE OF ORGANIZATION: MARYLAND
(g) MUNICIPAL FUND FOR TEMPORARY INVESTMENT (CEASED
PARTICIPATION IN THE PLAN EFFECTIVE DECEMBER 31, 1997:
ADDRESS: BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
EMPLOYER IDENTIFICATION NUMBER: 00-0000000
TAXABLE YEAR: DECEMBER 1 - NOVEMBER 30
---------------------------------------
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: BUSINESS TRUST
PLACE OF ORGANIZATION: PENNSYLVANIA
(h) PORTFOLIOS FOR DIVERSIFIED INVESTMENT (CEASED
PARTICIPATION IN THE PLAN EFFECTIVE NOVEMBER 14, 1995):
ADDRESS: BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: JULY 1 - JUNE 30
-------------------------------
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: BUSINESS TRUST
PLACE OF ORGANIZATION: MARYLAND
(i) THE PNC(R) FUND (CEASED PARTICIPATION IN THE PLAN
EFFECTIVE MARCH 31, 1996):
ADDRESS: BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: OCTOBER 1 - SEPTEMBER 30
---------------------------------------
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: BUSINESS TRUST
A-47
PLACE OF ORGANIZATION: MASSACHUSETTS
(j) PROVIDENT INSTITUTIONAL FUNDS, INC. (BECAME A PARTICIPATING
EMPLOYER IN THE PLAN EFFECTIVE FEBRUARY 16, 1995 AND CEASED
PARTICIPATION IN THE PLAN EFFECTIVE JUNE 24, 1996):
ADDRESS: BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: JANUARY 1 - DECEMBER 31
--------------------------------------
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: CORPORATION
PLACE OF ORGANIZATION: MARYLAND
(k) THE INTERNATIONAL FUND FOR INSTITUTIONS (CEASED PARTICIPATION
IN THE PLAN EFFECTIVE DECEMBER 1992):
ADDRESS: BELLEVUE PARK CORPORATE CENTER
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
EMPLOYER IDENTIFICATION NUMBER:00-0000000
TAXABLE YEAR: FEBRUARY 1 - JANUARY 31
--------------------------------------
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: BUSINESS TRUST
PLACE OF ORGANIZATION: MARYLAND
(l) CHESTNUT STREET CASH FUND, INC. (CEASED PARTICIPATION IN THE
PLAN EFFECTIVE AUGUST 1991):
ADDRESS: 3 RADNOR CORPORATE CENTER
000 XXXXXXXXXX XXXX
XXXXXX, XX 00000
EMPLOYER IDENTIFICATION NUMBER: 00-0000000
TAXABLE YEAR: JUNE 1 - MAY 31
------------------------------
BUSINESS CODE NUMBER: 6742
TYPE OF ENTITY: CORPORATION
PLACE OF ORGANIZATION: MARYLAND
A.19.1 ADOPTION OF PLAN AND TRUST BY AFFILIATED EMPLOYERS. Shall
Article XIX of the Plan apply (check one)?
[ ] (A) Yes [ ] (B) No
[ X ] (C) N/A (No Affiliated Employers adopting Plan)
If Section A.19.1(A) is checked, fill in the following blanks:
Name of Adopting Employer: [----------------------------------------------]
Name(s), Address(es), Type of Entity and Tax Identification
Number(s) of Adopting Affiliated Employer(s):[-----------------------------
---------------------------------------------------------------------------
A-48
------------------------------------------------------------------------------ ]
The adopting Employer and each adopting Affiliated Employer MUST adopt the Plan
and execute the Adoption Agreement upon the initial adoption by an adopting
Affiliated Employer of the Plan. Thereafter the adopting Affiliated Employer,
pursuant to Article XIX of the Plan, authorizes the adopting Employer to take
all further action including, but not limited to, the amendment and/or
termination of the Plan, on behalf of the adopting Affiliated Employer under the
Plan (unless such adopting Affiliated Employer withdraws from the Plan pursuant
to Article XIX of the Plan) and such adopting Affiliated Employer need not be a
party to this Adoption Agreement with respect to any such subsequent action
relating to the Plan and Trust Agreement and/or Adoption Agreement.
THE ADOPTING EMPLOYER OR ADOPTING AFFILIATED EMPLOYER MAY NOT RELY ON THE
NOTIFICATION LETTER ISSUED BY THE NATIONAL OR DISTRICT DIRECTOR OF THE INTERNAL
REVENUE SERVICE AS EVIDENCE THAT THE PLAN IS QUALIFIED UNDER SECTION 401 OF THE
INTERNAL REVENUE CODE. IN ORDER TO OBTAIN RELIANCE WITH RESPECT TO PLAN
QUALIFICATION, THE ADOPTING EMPLOYER AND/OR ADOPTING AFFILIATED EMPLOYER MUST
APPLY TO THE APPROPRIATE KEY DISTRICT OFFICE FOR A DETERMINATION LETTER.
Executed at [WILMINGTON ], [ DELAWARE ], on this the [ ] day
of [--------------------], 19[97].
ADOPTING EMPLOYER:
ATTEST: CHESTNUT STREET EXCHANGE FUND
[SEAL] NAME OF ADOPTING EMPLOYER
---------------------------------- By:--------------------------------
Xxxxxx X. Xxxxx, Secretary G. Willing Pepper, President
PARTICIPATING EMPLOYERS:
ATTEST: THE RBB FUND
Name of Participating Employer
[SEAL]
---------------------------------- By:--------------------------------
Xxxxxx X. Xxxxx, Secretary Xxxxxx X. Xxxxx, President
ATTEST: INDEPENDENCE SQUARE INCOME
SECURITIES, INC.
[SEAL] Name of Participating Employer
---------------------------------- By:--------------------------------
Xxxx X. Xxxxxxx, Secretary Xxxxxx X. Xxxxxxx, President
The undersigned hereby agree(s) to serve as the Trustee(s) under the Plan and
Trust Agreement.
XXXXXX X. XXXXX XXXXXX X. XXXXXXX
---------------------------------- ------------------------------------
Name of Trustee Name of Trustee
---------------------------------- ------------------------------------
Witness Signature
---------------------------------- ------------------------------------
Witness Signature
092497
A-49
