1
Exhibit 4(d)
Basic Plan Document #05
Plan #002
IRS Letter Serial No.: D363689a
PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST
SECTION 401(K) PROFIT SHARING PLAN
(NONSTANDARDIZED)
ADOPTION AGREEMENT(1)
The Employer(2), designated below, hereby establishes a profit-sharing plan
(optionally including a cash or deferred arrangement (as defined in Section
401(k) of the Internal Revenue Code)) for all Eligible Employees as defined in
this Adoption Agreement pursuant to the terms of the PRISM(R) PROTOTYPE
RETIREMENT PLAN & TRUST BASIC PLAN DOCUMENT #05.
A. EMPLOYER INFORMATION:
1. NAME: Libbey Inc.
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2. ADDRESS: P.O. Box 10060
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3. ADDRESS: Toledo, OH 43699-0060
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4. ATTENTION: Xxxxxxxxx X. Xxxxx TELEPHONE: (000) 000-0000
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5. EMPLOYER TAXPAYER IDENTIFICATION NUMBER(3): 00-0000000
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B. BASIC PLAN PROVISIONS:
1. PLAN NAME (SELECT ONE):
a.[X] This plan is established effective 1/1, 1997, (the "Effective
Date") as a profit sharing plan and trust (optionally with a
"cash or deferred arrangement" as defined in Code Section 401(k))
to be known as LIBBEY LONG-TERM SAVINGS PLAN and Trust (the
"Plan") in the form of the PRISM(R) PROTOTYPE RETIREMENT PLAN &
TRUST.
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1 Footnotes in this Adoption Agreement are not to be construed as part of the
Plan provisions but are explanatory only. To the extent a footnote is
inconsistent with the provisions of the Basic Plan Document or applicable
law, the provisions of the Plan shall be construed in conformity with the
Basic Plan Document or law.
2 Terms that are capitalized are defined in the PRISM(R) PROTOTYPE RETIREMENT
PLAN & TRUST BASIC PLAN DOCUMENT.
3 The Plan will have an individual TIN, distinct from the Employer TIN.
2
b.[ ] This plan is an amendment and restatement in the form of the
PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST, effective _______,
19__, (the "Effective Date") of the _________ Plan and Trust
(the "Plan"), originally effective as of ________, 19__ (the
"Original Effective Date").
2. EMPLOYER'S THREE DIGIT PLAN NUMBER: 007
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3. COMMITTEE MEMBERS(4):
Libbey Inc. Employee Benefits Committee
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4. DEFINITIONS:
A. COMPENSATION for allocation purposes:
I Will be determined over the following applicable period (select
only one):
(A)[X] the Plan Year
(B)[ ] the period of Plan participation during the Plan Year
(C)[ ] a consecutive 12 month period commencing on and ending
with, or within, the Plan Year.
II [X] If selected, Compensation will include Employer contributions
made pursuant to a Salary Reduction Agreement, or other
arrangement, which are not includible in the gross income of the
Employee under Section Section 125, 402(e)(3), 402(h)(1)(B) or
403(b) of the Internal Revenue Code.
III Shall NOT include (select as many as desired):
(A)[X] Bonuses
(B)[X] Commissions
(C)[ ] Taxable fringe benefits identified below:
(D)[X] Other items of remuneration identified below:
SAFETY BONUS PAY, DRAWINGS/AWARDS, TOOL ALLOWANCE PAY,
EDUCATIONAL ASSISTANCE
IV Shall be limited to $________, which shall be the maximum amount of
compensation considered for plan allocation purposes (but not for
testing purposes), and may not be an amount in excess of the
Internal
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4 Committee members direct the day to day operation of the Plan. Committee
members serve at the pleasure of the Employer. See Section 11.4 for
changes in Committee membership. If no Committee members are specified,
the Employer shall assume responsibility for the operations of the Plan.
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Revenue Code Section 401(a)(17) limit in effect for the Plan Year
(5). If no amount is specified, Compensation shall be limited to
the Internal Revenue Code Section 401(a)(17) amount, as adjusted
by the Secretary of the Treasury from time to time.
B. EARLY RETIREMENT DATE:
I [X] is not applicable to this Plan
II [ ] is the latter of the date on which the Participant attains
age (not less than 55) and the date on which the
Participant completes ___ Years of Service.
C. HOUR OF SERVICE shall be determined on the basis of the method
selected below. Only one method may be selected. The method shall
be applied to all Employees covered under the Plan as follows
(select only one):
I [ ] On the basis of actual hours for which an
Employee is paid, or entitled to be paid.
II [X] On the basis of days worked. An Employee
shall be credited with ten (10) Hours of
Service if under Section 1.1(U) of the Plan
such Employee would be credited with at
least one (1) Hour of Service during the day.
III [ ] On the basis of weeks worked. An Employee
shall be credited with forty-five (45) Hours
of Service if under Section 1.1(U) of the
Plan such Employee would be credited with
at least one (1) Hour of Service during the
week.
IV [ ] On the basis of semi-monthly payroll
periods. An Employee shall be credited with
ninety-five (95) Hours of Service if under
Section 1.1(U) of the Plan such Employee
would be credited with at least one (1) Hour
of Service during the semi-monthly payroll
period.
V [ ] On the basis of months worked. An Employee
shall be credited with one hundred ninety
(190) Hours of Service if under Section
1.1(U) of the Plan such Employee would be
credited with at least one (1) Hour of
Service during the month.
D. LIMITATION YEAR shall mean the 12 month period commencing on
1/1 and ending on 12/31.
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5 If no amount is specified, the maximum amount of Compensation
allowed under Code Section 401(a)(17) (the "$150,000 limit"
("$200,000 limit" prior to the Plan Year beginning before January
1, 1994)), as adjusted from time to time, shall be used.
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E. NORMAL RETIREMENT DATE for each Participant shall
mean (select one):
I [X] the date the Participant attains age: 65
(not to exceed 65)
II [ ] the latter of the date the Participant
attains age ___ (not to exceed 65) or the
___ (not to exceed 5th) anniversary of the
participation commencement date. If for the
Plan Years beginning before January 1, 1988,
Normal Retirement Date was determined with
reference to the anniversary of the
participation commencement date (more than 5
but not to exceed 10 years), the anniversary
date for Participants who first commenced
participation under the Plan before the first
Plan Year beginning on or after January 1,
1988 shall be the earlier of (A) the tenth
anniversary of the date the Participant
commenced participation in the Plan (or such
anniversary as had been elected by the
employer, if less than 10) or (B) the fifth
anniversary of the first day of the first
Plan Year beginning on or after January 1,
1988. Notwithstanding any other provisions of
the Plan, the participant commencement date
is the first day of the first Plan Year in
which the Participant commenced participation
in the Plan.
F. PERMITTED DISPARITY LEVEL, for purposes of allocating
Employer Contributions, shall mean (select only one):
I [X] Not applicable - the Plan does not use
permitted disparity.
II [ ] The Taxable Wage Base, which is the
contribution and benefit base under section
230 of the Social Security Act at the
beginning of the year.
III [ ] _________ % (not greater than 100%) of the
Taxable Wage Base as defined in B(4)(f)(ii)
above.
IV $_______, provided that the amount does not
exceed the Taxable Wage Base as defined in
B(4)(f)(ii) above.
G. PLAN YEAR shall mean (select and complete only one
of the following):
I [ ] the 12-consecutive month period which
coincides with the Limitation Year. The
first Plan Year shall be the period
commencing on the Effective Date and
ending on the last day of the Limitation
Year.
II [ ] the 12-consecutive month period commencing on
_________, 19__, and each annual
anniversary thereof.
III [X] the calendar year (January 1 through
December 31).
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H. QUALIFIED DISTRIBUTION DATE, for purposes of
making distributions under the provisions of a
Qualified Domestic Relations Order (as defined in
Internal Revenue Code Section 414(p)), [X] SHALL
[ ] SHALL NOT be the date the order is determined
to be qualified. If SHALL is selected, the Alternate
Payee will be entitled to an immediate distribution of
benefits as directed by the Qualified Domestic
Relations Order. If SHALL NOT is selected, the
Alternate Payee may only take a distribution on the
earliest date that the Participant is entitled to a
distribution.
I. SPOUSE:
[X] If selected, Spouse shall mean only that person
who has actually been the Participant's spouse
for at least one year.
J. YEAR OF SERVICE shall mean:
I For ELIGIBILITY purposes (select one of the
following):
(A) [ ] the 12 consecutive months during which an
Employee is credited with
(not more than 1000) Hours of Service.
(B) [X] a Period of Service (using the elapsed time
method of counting Service, as described in
Section 1.1(N)(3) of the Plan).
II For ALLOCATION accrual purposes (select one of the
following):
(A) [ ] the 12 consecutive months during which an
Employee is credited with
(not more than 1000) Hours of Service.
(B) [X] a Period of Service (using the elapsed time
method of counting Service, as described
in Section 1.1(N)(3) of the Plan).
III For VESTING service purposes (select one of the
following):
(A) [ ] the 12 consecutive months during which an
Employee is credited with
(not more than 1000) Hours of Service.
(B) [X] a Period of Service (using the elapsed time
method of counting Service, as described
in Section 1.1(N)(3) of the Plan).
IV For purpose of computing Years of Service in plans
N/A where Year of Service is defined in terms of Hours
of Service), the consecutive 12 month period shall
be:
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(A) For ELIGIBILITY purposes, the first Year of
Service shall be computed using the 12 month
N/A period commencing on the Employee's date of hire
and ending on the first annual anniversary of the
Employee's date of hire (the "Initial Computation
Period"). In the event an employee does not
complete an eligibility Year of Service during
this initial computation period, the computation
period shall be (select only one):
(1) [ ] the period commencing on each annual
anniversary of the Employee's date of
hire and ending on the next annual
anniversary of the Employee's date of
hire.
(2) [ ] the Plan Year, commencing with the Plan
Year in which the Initial Computation
Period ends.
(B) For VESTING purposes, Years of Service shall be
computed on the basis of:
(1) [ ] the period commencing on each annual
anniversary of the Employee's date of
N/A hire and ending on the next annual
anniversary of the Employee's date of
hire.
(2) [ ] the Plan Year, commencing with the first
Plan Year an Employee completes an Hour
of Service.
(C) For ALLOCATION accrual purposes, Year of Service
shall be computed on the basis of the Plan Year.
V [ ] For ELIGIBILITY purposes, Years of Service
with the following Predecessor Employers
N/A shall count in fulfilling the eligibility
requirements for this Plan:
VI [ ] For VESTING purposes, Years of Service with
the following Predecessor Employers shall
N/A count for purposes of determining the
nonforfeitable amount of a Participant's
account:
5. COVERAGE:
This Plan is extended by the Employer to the following
Employees who have met the eligibility requirements (select
as many as appropriate):
I [ ] All Employees
II [ ] Salaried Employees
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III [ ] Sales Employees
IV [ ] Hourly Employees
V [ ] Leased Employees
VI [ ] All Employees except (select as
applicable):
(A) [ ] those who are members of a
unit of Employees covered by a
collective bargaining agreement
between the Employer and Employee
representatives, if retirement
benefits were the subject of good
faith bargaining and if two percent or
less of the Employees who are covered
pursuant to that agreement are
professionals as defined in Section
1.410(b)-9 of the Regulations. For
this purpose, the term "Employee
representative" does not include any
organization more than half of whose
members are Employees who are owners,
officers, or executives of the
Employer.
(B) [ ] those who are nonresident
aliens (within the meaning of
Internal Revenue Code Section
7701(b)(1)(B)) and who receive
no earned income (within the
meaning of Internal Revenue Code
Section 911(d)(2)) from the Employer
which constitutes income from
sources within the United States
(within the meaning of Internal
Revenue Code Section 861(a)(3)).
VII [X] Union Employees (who are members of the
following unions or union affiliates:
GLASS, MOLDERS, POTTERY, PLASTICS & ALLIED
WORKERS, INTERNATIONAL UNION AFL-CIO, CLC
LOCAL UNION NO. 381
VIII [ ] Other Employees, described as follows:
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6. ELIGIBILITY:
An Employee covered by the Plan may become a Participant
upon completion of the following eligibility requirements:
A. SERVICE(6):
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6 If a fractional year is elected, the elapsed time method of computing
service shall be used for the fractional year. Eligibility provisions for
optional cash or deferred arrangements are contained in Item C of this
Adoption Agreement.
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I [ ] There shall be no minimum service requirement
for an Employee to become a Participant.
II [X] The Employee must complete 60 Working Days
of Employment of Service (not more than
2 years) to be a Participant for purposes
of receiving allocations of Employer
Profit Sharing Contributions.
B. AGE:
I [X] There shall be no minimum age requirement for
an Employee to become a Participant.
II [ ] The Employee must attain age ______ (not more
than 21) to be a Participant in the Plan.
C. WAIVER OF AGE AND SERVICE REQUIREMENTS:
I [ ] Notwithstanding the provisions of Items
B(6)(a) and (b), Employees who have not
satisfied the age and service requirements,
but would otherwise be eligible to
participate in the plan, shall be eligible to
N/A participate on the Effective Date.
II [ ] For new Plans, notwithstanding the provisions
of Items B(6)(a) and (b), Employees who have
not satisfied the age and service
requirements, but would otherwise be eligible
to participate in the plan, shall be eligible
to participate on the Effective Date.
D. ENTRY DATES:
Upon completion of the eligibility requirements,
an Employee shall commence participation in the
Plan (select only one):
I [ ] As soon as practicable under the payroll
practices utilized by the Employer, and
consistently applied to all Employees, or if
earlier, the first day of the Plan Year (7).
II [X] As of the first day of the month following
the completion of the eligibility
requirements.
III [ ] As of the earliest of the first day of the
Plan Year, fourth, seventh or tenth month of
the Plan Year next following completion of
the eligibility requirements.
IV [ ] As of the earliest of the first day of the
Plan Year or seventh month of the Plan Year
next following completion of the eligibility
requirements.
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7 Notwithstanding the foregoing, an Employee who has met the eligibility
requirements may not enter the Plan later than six months following the
date on which the Employee first completes the eligibility requirements.
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V [ ] As of the first day of the Plan Year
next following completion of the
eligibility requirements (may only
be selected if the eligibility year
of service requirement is 6 months
or less).
7. VESTING:
A. The percentage of a Participant's Employer
Contribution Account (attributable to Employer Profit
Sharing Contributions) to be vested in him or her
upon termination of employment prior to attainment of
the Plan's Normal Retirement Date shall be (8):
COMPLETED YEARS OF SERVICE
1 2 3 4 5 6 7
-------- --------- -------- ------- -------- -------- -----
I [ ] 100%
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II [ ] 100%
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III [ ] 20% 40% 60% 80% 100%
----- ------ ----- ---- -----
IV [ ] 20% 40% 60% 80% 100%
----- ----- ----- ----- -----
V [ ] 10% 20% 30% 40% 60% 80% 100%
----- ----- ----- ----- ----- ----- -----
VI [ ] 100%
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VII [X] 100%
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VII [ ] Full and immediate vesting upon entry into the Plan(9)
Notwithstanding anything to the contrary in
the Plan, the amount inserted in the blanks
above shall not exceed the limits specified
in Code Section 411(a)(2).
B. For purposes of computing a Participant's vested
account balance, Years of Service for vesting
purposes [ ]SHALL [ ]SHALL NOT include Years of
Service before the Employer maintained this Plan or
any predecessor plan, and [ ]SHALL [ ]SHALL NOT
include Years of Service before the Employee attained
age 18.
C. Notwithstanding the provisions of this Item B(7)(c)
of the Adoption Agreement, a Participant shall become
fully vested in his Participant's Employer
Contribution if: (10)
I [ ] the Participant's job is eliminated
without the Participant being
offered a comparable position
elsewhere with the Employer.
II [ ] for such reason as is described
below:
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8 Notwithstanding the selection made in this Item B(7)(a), a Participant
shall be fully vested in his or her Employer Contribution Accounts if the
Participant dies or becomes Disabled while in the employ of the Employer.
9 If more than one Year of Service is an eligibility requirement, Item viii
must be selected.
10 The provisions of this section will be administered by the Employer on a
consistent and nondiscriminatory basis.
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8. EMPLOYER PROFIT SHARING CONTRIBUTIONS:
A. CONTRIBUTIONS:
I [ ] In its discretion, the Employer may
contribute Employer Profit Sharing
Contributions to the Plan.
II [ ] The Employer shall contribute
Employer Profit Sharing
Contributions to the Plan in the
amount of % of the Compensation of
all Eligible Participants under the
Plan.
III [ ] If selected, the Employer may make
Employer Profit Sharing
Contributions without regard to
current or accumulated Net Profits
of the Employer for the taxable year
ending with, or within the Plan
Year.
IV [ ] If selected, the Employer may
designate all or any part of the
Employer Profit Sharing
Contributions as Qualified
Nonelective Contributions, provided,
however, that contributions so
designated will be subject to the
same vesting, distribution, and
withdrawal restrictions as Before
Tax Contributions(11).
B. ALLOCATIONS:
Employer Profit Sharing Contributions shall be
allocated to the accounts of eligible Participants
according to the following selected allocation
formula:
I [ ] The Employer Profit Sharing
Contributions shall be allocated to
each eligible Participant's account
in the ratio which the Participant's
Compensation bears to the
Compensation of all eligible
Participants. Employer Profit
Sharing Plan Contributions, shall be
allocated to the accounts of
Participants who have completed a
Year of Service(12) (select one):
(A) [ ] as of the last day of
the month preceding the
month in which the
contribution was made.
(B) [ ] as of the last day of
the Plan quarter
preceding the quarter in
which the contribution
was made.
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11 Amounts designated as Qualified Nonelective Contributions will be allocated
pursuant to Section 3.1(A)(14) of the Basic Plan Document.
12 In the event contributions are allocated on a basis other than a full plan
year, the Year of Service shall be based on the elapsed time method of
calculation, and a Participant shall be deemed to have completed an
appropriate Period of Service for allocation purposes if the Participant
has completed a pro-rata Period of Service corresponding to the interval on
which contributions are allocated.
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(C) [ ] as of the last day of
the Plan Year.
II [ ] The Employer Profit Sharing
Contributions shall be allocated in
accordance with the following
formula:
(A) If the Plan is Top-Heavy, the
contribution shall be first
credited to each eligible
Participant's Account in the
ratio which the Participant's
Compensation bears to the total
Compensation of all eligible
Participants, up to 3% of each
Participant's Compensation.
(B) If the Plan is Top-Heavy, any
Employer Profit Sharing
Contribution remaining after
the allocation in (a) above
shall be credited to each
eligible Participant's account
in the ratio which the
Participant's Excess
Compensation(13) bears to the
total Excess Compensation of
all eligible Participants, up
to 3% of each eligible
Participant's Excess
Compensation.
(C) Any contributions remaining
after the allocation in (b)
above shall be credited to each
eligible Participant's account
in the ratio which the sum of
the Participant's total
Compensation and Excess
Compensation bears to the sum
of the total Compensation and
Excess Compensation of all
eligible Participants, up to an
amount equal to the maximum
Excess Percentage times the sum
of the Participant's
Compensation and Excess
Compensation. If the Plan is
Top-Heavy, the maximum Excess
Percentage is N/A% (insert
percentage). If the Plan is not
Top-Heavy, the maximum Excess
Percentage is N/A% (insert
percentage, which shall not
exceed the prior Excess
Percentage limitation specified
by more than 3).
NOTE: If the Permitted Disparity
Level defined at Item B(4)(f)
is the Taxable Wage Base (which
is the contribution and benefit
base under section 230 of the
Social Security Act at the
beginning of the year), then
the maximum Excess Percentage
should be 2.7% if the Plan is
Top-Heavy and 5.7% if the Plan
is not Top-Heavy.
If the Permitted Disparity
Level defined at Item B(4)(f)
is greater than 80% but less
than 100% of the Taxable Wage
Base, then the maximum Excess
Percentage should be 2.4% if
the Plan is Top-Heavy and 5.4%
if the Plan is not Top-Heavy.
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13 Excess Compensation means a Participant's Compensation in excess of the
Permitted Disparity Level specified in the Definitions section of this
Adoption Agreement.
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If the Permitted Disparity
Level defined at Item B(4)(f)
is greater than the greater of
$10,000 or 20% of the Taxable
Wage Base, but not more than
80%, then the maximum Excess
Percentage should be 1.3% if
the Plan is Top-Heavy and 4.3%
if the Plan is not Top-Heavy.
(D) Any remaining Employer Profit
Sharing Contribution shall be
allocated among eligible
Participants' accounts in the
ratio which the Participant's
Compensation bears to the total
Compensation of all
Participants.
III [ ] If selected, and the Employer has
elected to allocate Employer Profit
Sharing Plan Contributions as of the
last day of the Plan Year, a
Participant must be employed by the
Employer on the last day of the Plan
Year in order to receive an
allocation(14).
IV [ ] A Participant who terminates before
the end of the period for which
contributions are allocated shall
share in the allocation of Employer
Profit Sharing Contributions if
termination of employment was the
result of (select all that apply):
(A) [ ] retirement
(B) [ ] disability
(C) [ ] death
(D) [ ] other, as specified below:
9. ROLLOVER & TRANSFER CONTRIBUTIONS (SELECT ONE):
A. [ ] Subject to policies, applied in a consistent
and nondiscriminatory manner, adopted by the
Committee, each Employee, who would
otherwise be eligible to participate in the
Plan except that such Employee has not yet
met the eligibility requirements, and each
Participant may make a Rollover Contribution
as described in Internal Revenue Code
Section Section 402(a)(5), 403(a)(4) or
408(d)(3).
B. [X] Subject to policies, applied in a consistent
and nondiscriminatory manner, adopted by the
Committee, each Participant may make a
Rollover Contribution as described in
Internal Revenue Code Section Section
402(a)(5), 403(a)(4) or 408(d)(3).
C. [ ] No Employee shall make Rollover
Contributions to the Plan.
10. DISTRIBUTIONS:
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14 This option shall only be effective if Item 8(b)(i)(c) has been selected.
Even if this Item is selected, the provisions of Section 4.8 of the Basic
Plan Document may supersede this requirement if necessary to satisfy Code
Sections 401(a)(26) and 410(b).
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A. DISTRIBUTIONS UPON SEPARATION FROM SERVICE:
The Normal Form of Benefit under the Plan shall be a
single lump sum distribution, made [X] (if selected)
as soon as administratively practical after receipt
of a distribution request from a Participant
entitled to a distribution or [ ] (if selected) upon
the Participant's attainment of the Plan's Early
Retirement Date or the Plan's Normal Retirement
Date, whichever is earlier.
In addition to the Normal Form of Benefit, the
Participant shall be entitled to select from among
the following optional forms of benefit specified by
the employer (select as many as apply):
I [X] Installment payments
II [ ] Such other forms as may be specified
below:
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B. IN-SERVICE DISTRIBUTIONS (SELECT AS MAY BE
APPROPRIATE):
I [ ] There shall be no in-service
distribution of Participant account
balances derived from Employer
Profit Sharing Contributions.
II [ ] Participants may request an
in-service distribution of their
account balance attributable to
N/A Employer Profit Sharing
Contributions, for the following
reasons:
(A) [ ] For purposes of satisfying
a financial hardship, as
determined in accordance
with the uniform
nondiscriminatory policy
of the Committee;
(B) [ ] Attainment of age 59 1/2
by the Participant; or
(C) [ ] Attainment of the Plan's
Normal Retirement Date by
the Participant.
11. FORFEITURES:
A. Forfeitures of amounts attributable to Employer
Profit Sharing Contributions shall be reallocated as
of:
N/A I [ ] the last day of the Plan Year in
which the Forfeiture occurred.
II [ ] the last day of the Plan Year
following the Plan Year in which the
Forfeiture occurred.
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III [ ] the last day of the Plan Year in
which the Participant suffering the
Forfeiture has incurred five
consecutive One Year Breaks in
Service.
B. Forfeitures of Employer Profit Sharing Contributions
shall be reallocated as follows:
I [ ] Not applicable as Employer Profit
Sharing Contributions are always
100% vested and nonforfeitable.
II [ ] Used first to pay the expenses of
administering the Plan, and then
allocated pursuant to one of the
following two options(15):
III [ ] Forfeitures shall be allocated to
Participant's accounts in the same
manner as Employer Profit Sharing
Contributions, Employer Matching
Contributions, Qualified Nonelective
Contributions or Qualified Matching
Contributions, in the discretion of
the Employer, for the year in which
the Forfeiture arose.
IV [ ] Forfeitures shall be applied to
reduce the Employer Profit Sharing
Contributions, Employer Matching
Contributions, Qualified Nonelective
Contributions or Qualified Matching
Contributions, in the discretion of
the Employer, for the Plan Year
following the Plan Year in which the
Forfeiture arose.
12. LIMITATIONS ON ALLOCATIONS:
If the Employer maintains or ever maintained another qualified
retirement plan in which any Participant in this Plan is (or
was) a participant, or could possibly become a participant,
the Employer must complete the following:
A. If the Participant is covered under another qualified
defined contribution plan maintained by the Employer
other than a Master or Prototype Plan:
I [ ] The provisions of this Plan shall
N/A apply as if the other plan were a
Master or Prototype plan; or,
II [ ] The following provisions will be
effective to limit the total Annual
Additions to the Maximum Permissible
Amount, and will properly reduce any
Excess Amounts, in a manner that
precludes Employer discretion:
B. If the Participant is or ever has been a participant
in a qualified defined benefit plan maintained by the
Employer, the following provisions will be
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15 If this option is selected, iii or iv must be selected to reallocate
Forfeitures of Employer Profit Sharing Contributions remaining after
expenses of administering the Plan have been paid.
PAGE 14
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effective to satisfy the 1.0 limitation of Internal
Revenue Code Section 415(e), in a manner that
precludes Employer discretion:
SEE ATTACHED ADDENDUM
13. INTERNAL REVENUE CODE SECTION 411(D)(6) PROTECTED BENEFITS:
N/A [ ] If selected, the Plan has Internal Revenue Code
Section 411(d)(6) Protected Benefits from a prior
plan that this Plan amends, that must be protected.
14. TOP-HEAVY PLAN PROVISIONS:
For each Plan Year in which the Plan is a Top-Heavy Plan the
following provisions will apply:
A. The percentage of a Participant's Employer
Contribution Account to be vested in him upon
termination of employment prior to retirement shall
be:
I [ ] a percentage determined in
accordance with the following
schedule:
YEARS OF SERVICE PERCENTAGE
---------------- ----------
Less than two 0
Two but less than three 20
Three but less than four 40
Four but less than five 60
Five but less than six 80
Six or more 100;
II [ ] 100% vesting after ___ (not to
exceed 3) Years of Service;
provided, however, that Years of
Service may not exceed two (2) if
the service requirement for
eligibility exceeds 1 year; or
III [X] computed in accordance with the
vesting schedule selected by the
Employer in Items B(7)(a) or
C(4)(d), as long as the benefits
under the vesting schedule in Items
B(7)(a) or C(4)(d) vest at least as
rapidly as the two options specified
in this Item B(14)(a), above.
If the vesting schedule under the Plan shifts in or
out of the schedules above 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 2.2 of the Basic Plan Document applies.
B. For purposes of minimum Top-Heavy allocations,
contributions and forfeitures equal to 3% (not less
than 3%) of each Non-key Employee's Compensation will
be allocated to each Participant's Contribution
Account
PAGE 15
16
when the Plan is a Top-Heavy Plan, except as
otherwise provided in the Basic Plan Document. This
Item 14 will not apply to any Participant to the
extent the Participant is covered under any other
plan or plans of the Employer and the Employer
completes the following: (Insert the name of the plan
or plans which will meet the minimum allocation or
benefit requirement applicable to Top-Heavy plans.)
C. The Valuation Date as of which account balances or
accrued benefits are valued for purposes of computing
the Top-Heavy Ratio shall be the last day of each
Plan Year.
D. If the Employer maintains or has ever maintained one
or more defined benefit plans which have covered or
could cover a Participant in this Plan, complete the
following:
Present Value: For purposes of establishing Present
Value to compute the Top-Heavy Ratio, any benefit
shall be discounted only for mortality and interest
based on the following:
Interest rate 6 % Mortality table 1971 TPF&C
Mortality Table without
setback & used for both men
and women
15. INVESTMENTS:
A. Investments made pursuant to the investment direction
provisions of the Basic Plan Document shall be made
into any appropriate Investment Fund as selected by
the Employer. In addition, investment of Plan assets
is expressly authorized, as required by Revenue
Ruling 81-100, in each of the following common or
collective funds sponsored by the Trustee, or an
affiliate of the Trustee (16):
SOCIETY NATIONAL BANK EB MANAGED GUARANTEED
INCOME CONTRACT FUND, THE SOCIETY NATIONAL BANK
MULTIPLE INVESTMENT TRUST FOR EMPLOYEE BENEFIT
TRUSTS, AND OTHER COLLECTIVE TRUSTS EXEMPT FROM
TAX UNDER IRC SECTION 501 AND AS DESCRIBED IN
REV. RUL. 81-100.
B. [X] If selected, an Employer Stock Fund shall be
available as an Investment Fund pursuant to
the terms of the Basic Plan Document.
[ ] If selected, and an Employer Stock
Fund is available as an Investment
Fund, Participants will have the
right, notwithstanding any other
provisions of the Plan, to direct
that a portion of the Plan assets
held for their benefit and invested
in the Employer Stock Fund be
diversified pursuant to the
provisions of Section 10.7(F) of the
Basic Plan Document.
------------------
16 This Item is for use in identifying collective trust funds, which, pursuant
to Revenue Ruling 81-100 must be specifically referenced in the Plan.
Actual Investment Funds are referenced on the Investment Fund Designation
form attached to this Adoption Agreement.
PAGE 16
17
C. Participants may make changes of existing account
balances and future contributions from among the
Investment Funds offered:
I [X] Once during each business day that
the Trustee and the New York Stock
Exchange are open.
II [ ] Once during each calendar month.
III [ ] Once during each quarter of the Plan
Year.
IV [ ] Once during each rolling day
period.
D. [ ] If selected, the Participant shall be
restricted in making changes of existing
account balances from any Investment Fund,
as specified in the terms or conditions of
such Investment Fund, and the Employer shall
attach an addendum specifying such
restriction.
E. The Participant will designate into which Investment
Funds all contributions to their accounts are made,
EXCEPT the following:
I [ ] Employer Profit Sharing
Contributions
II [X] Employer Mandatory Matching
Contributions
III [ ] Employer Discretionary Matching
Contributions
IV [ ] Qualified Matching Contributions
V [ ] Qualified Nonelective Contributions
F. [ ] If selected, and to the extent a selection
is made above, the Employer shall attach an
Investment Direction Addendum specifying how
the contributions so specified shall be
invested among the Investment Fund.
G. [ ] If selected, the Participant shall be
restricted in the use of the Employer Stock
Fund as an Investment Fund for designating
the investment of contributions in the
Participant's account, as follows:
I [ ] The Participant may not
direct the investment of
Plan assets held in their
account into the Employer
Stock Fund.
II [ ] The Participant may direct
_____% of the following
contributions into the
Employer Stock Fund:
(A) [ ] Employer Profit
Sharing
Contributions
(B) [ ] Employer Mandatory
Matching
Contributions
(C) [ ] Employer
Discretionary
Matching
Contributions
(D) [ ] Qualified Matching
Contributions
(E) [ ] Qualified
Nonelective
Contributions
PAGE 17
18
III [ ] ______% of the following
contributions will be
invested into the Employer
Stock Fund, with the
balance invested among:
(A) [ ] the other
Investment Funds,
including the
Employer Stock
Fund
(B) [ ] the other
Investment Funds,
NOT including the
Employer Stock
Fund
16. LOANS (SELECT ONE):
A. [X] Loans may be made from the Plan in
accordance with the Basic Plan Document and
such policies and procedures as the
Committee may adopt and apply on a
consistent and nondiscriminatory basis (17).
B. [ ] No loans shall be made from the Plan.
17. TRUSTEE:
The Trustee of this Plan shall be KEY TRUST COMPANY OF OHIO (a
bank or trust company affiliated with KeyCorp within the
meaning of Internal Revenue Code Section 1504).
18. EFFECTIVE DATE ADDENDUM:
[X] If selected, the following provisions shall have
the specified effective dates (which are
different from the date specified in Item B(1)):
EMPLOYER MANDATORY MATCHING CONTRIBUTIONS AS
SPECIFIED ON PAGE 20 SECTION 4AI EFFECTIVE
1/1/99.
------------
17 If this option is selected, the Employer must establish appropriate
procedures for implementation of the Plan's loan program.
PAGE 18
19
C. SECTION 401(K) PLAN PROVISIONS:
1. SERVICE:
An Eligible Employee shall be required to fulfill the
following eligibility service requirements in order to
participate in the Plan through a salary reduction agreement
and for purposes of receiving an allocation of Employer
Matching Contributions:
Effective 1/1/99
A. [X] The Employee must complete 60 Working Days
of Employment of Service (not more than 1
year) to be a Participant for purposes of
receiving allocations of Employer Matching
Contributions.
Effective 1/1/97
B. [X] The Employee must complete 60 Working Days
of Employment of Service (not more than 1
year) to be a Participant for purposes of
entering into a Salary Reduction Agreement
and having Employee Before Tax Contributions
or Employee After Tax Contributions
contributed to the Plan on the Employee's
behalf.
2. EMPLOYEE SALARY DEFERRALS: See Attached Addendum
A. [X] Participants shall be entitled to enter into
a Salary Reduction Agreement providing for
Before Tax Contributions to be made to the
Plan.
I The minimum Before Tax Contribution
shall be ____% of the Participant's
Compensation.
II The maximum Before Tax Contribution
shall be ____% of the Participant's
Compensation.
B. [X] Participants shall be entitled to enter into
a Salary Reduction Agreement providing for
After Tax Contributions to be made to the
Plan.
I The minimum After Tax Contribution shall
be ____% of the Participant's
Compensation.
II The maximum After Tax Contribution shall
be ____% of the Participant's
Compensation.
III [ ] If selected, notwithstanding the
above, a Participant shall not
be able to enter into a Salary
Reduction Agreement providing for
After Tax Contributions to be
made to the Plan unless the
Participant has entered into a
Salary Reduction Agreement that
provides for Before Tax
Contributions to be made to the
Plan in an amount of at least
____% of the Participant's
Compensation.
PAGE 19
20
C. [ ] If selected, a Participant shall be entitled
to enter into a Salary Reduction Agreement
providing that any extraordinary item of
compensation, not yet payable (including
bonuses), be withheld from the Participant's
Compensation and contributed to the Plan as
either a Before Tax Contribution, or After
Tax Contribution (provided such
contributions are authorized above, and to
the extent that such contribution, when
aggregated with either the Participants
other Before Tax Contributions or After Tax
Contributions do not exceed the limitations
specified above, on an annual basis).
3. CONTRIBUTION CHANGES:
A. Participants may increase or decrease the amount of
contributions made to the Plan pursuant to a Salary
Reduction Agreement once each:
I [ ] Plan Year
II [ ] Semi-annual period, based on the
Plan Year
III [ ] Quarter, based on the Plan Year
IV [X] Month
V [ ] Other, as specified below (provided
that it is at least once per year):
-------
B. Claims for returns of Excess Before Tax Contributions
for the Participant's preceding taxable year must be
made in writing, and submitted to the Committee by
3/15 (specify a date between March 1 and April
15).(18)
4. EMPLOYER MATCHING CONTRIBUTIONS(19):
Effective 1/1/99
A. MANDATORY MATCHING CONTRIBUTIONS:
The Employer shall make contributions to the Plan, in
an amount as specified below:
I [X] An amount, equal to 1/4% of each
Participant's Before Tax
Contributions, however, no match
shall be made on Participant's
Before Tax Contributions in excess
of 1 % (or $______ ) of the
Participant's Compensation.
------------
18 The date specified is for the refund of amount deferred in excess of the
Code Section 402(g) limit (the $7,000 limit) for the Participant's taxable
year.
19 The Employer shall have the right to designate all, or any portion of
Employer Matching Contributions as Qualified Matching Contributions, which
shall then be subject to the same vesting, distribution, and withdrawal
restrictions as Before Tax Contributions.
PAGE 20
21
II [ ] An amount, equal to ____% of each
Participant's After Tax
Contributions, but not to exceed
______% of the Participant's
Compensation, or $ .
III [ ] An amount, equal to _____% of each
Participant's contributions made
pursuant to a Salary Reduction
Agreement (including both Before Tax
Contributions and After Tax
Contributions), but only if the
Participant has entered into a
Salary Reduction Agreement providing
for Before Tax Contributions of at
least _____% of the Participant's
Compensation, but not to exceed
_____% of the Participant's
Compensation, or $_______.
IV [ ] An amount equal to the sum of the
following:
(A) _____% of the first ____% of
the Participant's
Compensation deferred
pursuant to a Salary
Reduction Agreement;
plus,
(B) _____% of the next ____% of the
Participant's
Compensation deferred
N/A pursuant to a Salary
Reduction Agreement;
plus,
(C) _____% of the next ____% of the
Participant's
Compensation deferred
pursuant to a Salary
Reduction Agreement, but
not to exceed ____% of
the Participant's
Compensation, or $_____.
V [ ] An amount equal to $______, for each
Participant who enters into a Salary
Reduction Agreement providing for
[ ] Before Tax Contributions, [ ]
After Tax Contributions, or [ ]
either Before Tax Contributions or
After Tax Contributions (or a
combination of both) equal to or
exceeding ____% of the Participant's
Compensation. Such contributions
shall be made and allocated:
(A) [ ] only during the first
Plan Year the Plan is
in effect, or if
a restatement, for
the first Plan Year
beginning with, or
containing the
restatement Effective
Date.
(B) [ ] each Plan Year that a
Participant has in
force a Salary
Reduction Agreement
meeting the criteria
specified above.
(C) [ ] during the first Plan
Year that the
participant
participates through a
Salary Reduction
Agreement meeting the
criteria specified
above.
B. DISCRETIONARY MATCHING CONTRIBUTIONS:
N/A
PAGE 21
22
[ ] The Employer shall make contributions to the
Plan, in an amount determined by resolution
of the Board of Directors on an annual
basis. The Board resolution shall provide
for the percentage and/or amount of Before
Tax Contributions and/or After Tax
Contributions to be matched and the maximum
percentage and/or amount of Before Tax
Contributions and/or After Tax Contributions
eligible for matching.
C. ALLOCATION OF MATCHING CONTRIBUTIONS:
Employer Matching Contributions shall be allocated
pursuant to the terms of the Basic Plan Document,
notwithstanding the foregoing:
I [X] A Participant who terminates before
the end of the period for which
contributions are allocated shall
share in the allocation of Employer
Matching Contributions if
termination of employment was the
result of (select all that apply):
(A) [X] retirement
(B) [ ] disability
(C) [X] death
(D) [ ] other, as specified below:
----
II [X] Employer Matching Contributions
shall be allocated to the accounts
of Participants (select one):
(A) [X] as of each pay period for
which a contribution was
made pursuant to a Salary
Reduction Agreement.
(B) [ ] semi-monthly.
(C) [ ] as of the last day of the
month preceding the month
in which the contribution
was made.
(D) [ ] as of the last day of the
Plan quarter preceding the
quarter in which the
contribution was made.
(E) [ ] as of the last day of the
Plan year.
PAGE 22
23
III [X] If selected, the Employer may make
Employer Matching Contributions
without regard to current or
accumulated Net Profits of the
Employer for the taxable year ending
with, or within the Plan Year(20).
D. The percentage of a Participant's Employer Matching
Contribution Account(21) (attributable to Employer
Matching Contributions) to be vested in him or her
upon termination of employment prior to attainment of
the Plan's Normal Retirement Date shall be(22):
COMPLETED YEARS OF SERVICE
1 2 3 4 5 6 7
--------- -------- -------- ------- -------- -------- -----
I [ ] 100%
----- -----
II [ ] 100%
----- ----- -----
III [ ] 20% 40% 60% 80% 100%
----- ----- ------ ----- ---- -----
IV [ ] 20% 40% 60% 80% 100%
----- ----- ----- ----- ----- ----- -----
V [ ] 10% 20% 30% 40% 60% 80% 100%
----- ----- ----- ----- ----- ----- -----
VI [ ] 100%
----- ----- ----- ----- -----
VII [ ] 100%
----- ----- ----- ----- ----- ----- -----
VII [X] Full and immediate vesting upon entry into the Plan
Notwithstanding anything to the contrary in
the Plan, the amount inserted in the blanks
above shall not exceed the limits specified
in Code Section 411(a)(2).
E. Notwithstanding the provisions of this Item C(4)(e)
of the Adoption Agreement, a Participant shall become
fully vested in his Participant's Employer Matching
Contribution Account if(23):
I [ ] the Participant's job is eliminated
without the Participant being
N/A offered a comparable position
elsewhere with the Employer.
II [ ] for such reason as is described
below:
------
----------------
20 Net Profits will never be required for the contribution of Before Tax
Contributions, After Tax Contributions, Qualified Nonelective Contributions
or Qualified Matching Contributions.
21 Notwithstanding anything in the Adoption Agreement to the contrary, amounts
in a Participant's account attributable to Before Tax Contributions,
Qualified Nonelective Contributions, and Qualified Matching Contributions
shall be 100% vested and nonforfeitable at all time.
22 Notwithstanding the selection made in this Item B(7)(b), a Participant
shall be fully vested in his or her Employer Contribution Accounts if the
Participant dies or becomes Disabled while in the employ of the Employer.
23 The provisions of this section will be administered by the Employer on a
consistent and nondiscriminatory basis.
PAGE 23
24
F. CORRECTIVE CONTRIBUTIONS:
I [X] If selected, the Employer shall be
authorized to make Qualified
Matching Contributions, subject to
the terms of the Basic Plan
Document, in an amount determined by
resolution of the Board of Directors
on an annual basis.
II [X] If selected, the Employer shall be
authorized to make Qualified
Nonelective Contributions, subject
to the terms of the Basic Plan
Document, in an amount determined by
resolution of the Board of Directors
on an annual basis.
5. GAP EARNINGS:
[X] If selected, Gap Earnings, as defined in
Section 3.2(G)(1) of the Basic Plan Document,
will be calculated for Excess Elective Deferrals,
Excess Contributions and Excess Aggregate
Contributions, and refunded to the Participant
as provided for in Article III of the Basic Plan
Document.
6. FORFEITURES:
A. Forfeitures of amounts attributable to Employer Matching
Contributions shall be reallocated as of:
I [ ] the last day of the Plan Year in
which the Forfeiture occurred.
II [ ] the last day of the Plan Year
following the Plan Year in which the
N/A Forfeiture occurred.
III [ ] the last day of the Plan Year in
which the Participant suffering the
Forfeiture has incurred the fifth
consecutive One Year Break in
Service.
B. Forfeitures of Employer Matching Contributions shall
be reallocated as follows:
I [ ] Not applicable as Employer Matching
Contributions are always 100% vested
and nonforfeitable.
II [ ] Used first to pay the expenses of
administering the Plan, and then
N/A allocated pursuant to one of the
following two options:
III [ ] Forfeitures shall be allocated to
Participant's accounts in the same
manner as Employer Profit Sharing
Contributions, Employer Matching
Contributions, Qualified Nonelective
Contributions or Qualified Matching
Contributions, in the discretion of
the Employer, for the year in which
the Forfeiture arose.
PAGE 24
25
IV [ ] Forfeitures shall be applied to
reduce the Employer Profit Sharing
Contributions, Employer Matching
Contributions, Qualified Nonelective
Contributions or Qualified Matching
Contributions, in the discretion of
the Employer, for the Plan Year
following the Plan Year in which the
Forfeiture arose.
C. Forfeitures of Excess Aggregate Contributions shall
be:
I [ ] Applied to reduce Employer
contributions for the Plan Year in
which the excess arose, but
allocated as below, to the extent
the excess exceeds Employer
contributions for the Plan Year, or
N/A the Employer has already contributed
for such Plan Year.
II [ ] Allocated after all other
forfeitures under the Plan:
(A) [ ] to the Matching
Contribution account of
each Non-highly
Compensated Participant
who made Before Tax
Contributions or After Tax
Contributions in the ratio
which each such
Participant's Compensation
for the Plan Year bears to
the total Compensation of
all such Participants for
the Plan Year; or,
(B) [ ] to the Matching
Contribution account of
each Non-highly
Compensated Eligible
Participant in the ratio
which each Eligible
Participant's Compensation
for the Plan Year bears to
the total Compensation of
all Eligible Participants
for the Plan Year.
7. IN-SERVICE DISTRIBUTIONS (SELECT AS MAY BE APPROPRIATE):
A. [ ] There shall be no in-service distribution of
Participant account balances derived from
Before Tax Contributions (including
Qualified Nonelective Contributions and
Qualified Matching Contributions treated as
Before Tax Contributions under the terms of
the Basic Plan Document), or Employer
Matching Contributions.
B. [X] Participants may request an in-service
distribution of their account balance
attributable to Employer Matching
Contributions, for the following reasons:
I [X] For purposes of satisfying
a financial hardship, as
determined in accordance
with the uniform
nondiscriminatory policy of
the Committee;
II [X] Attainment of age 59 1/2 by
the Participant; or
PAGE 25
26
III [X] Attainment of the Plan's
Normal Retirement Date by
the Participant.
C. [X] Participants may request an in-service
distribution of their account balance
attributable to Employee Before Tax
Contributions, for the following reasons:
I [X] For purposes of satisfying
a financial hardship, as
determined by the facts and
circumstances of an
Employee's situation, in
accordance with the
provisions of Section 3.9
of the Basic Plan Document;
II [ ] For purposes of satisfying
a financial hardship, using
the "safe harbor"
provisions of Section 3.9
of the Basic Plan Document.
III [X] Attainment of age 59 1/2 by
the Participant; or
IV [X] Attainment of the Plan's
Normal Retirement Date by
the Participant.
PAGE 26
27
NOTICE: The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the Plan is
qualified under the provisions of ss.401 of the Internal Revenue Code. In order
to obtain reliance with respect to the Plan's qualification, the Employer must
apply to the Key District Office of the Internal Revenue Service for a
determination letter.
This Adoption Agreement may only be used in conjunction with Basic Plan Document
# 05.
This Plan document may only be used under the express authority of KeyCorp, its
subsidiaries and affiliates, and is not effective as completed until executed by
a duly authorized officer of KeyCorp, one of its subsidiaries or affiliates, and
approved by KeyCorp's counsel.
KeyCorp, as sponsor, may amend or discontinue this prototype plan document upon
proper notification to all adopting Employers pursuant to Revenue Ruling 89-13.
Failure to properly fill out an Adoption Agreement may result in
disqualification of the Plan, and adverse tax consequences to the Employer and
Plan Participants.
This Plan is sponsored by:
KeyCorp, on behalf of its operating subsidiaries,
banking and trust company affiliates
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
(000) 000-0000
PAGE 27
28
IN WITNESS WHEREOF, the Employer and the Trustee, by their respective
duly authorized officers, have caused this Adoption Agreement to be executed on
this ______day of _________ , 19__ .
EMPLOYER:
--------
By:
----------------------------
Title:
-------------------------
TRUSTEE:
By:
----------------------------
Title:
-------------------------
and
By:
----------------------------
Title:
-------------------------
APPROVED ON BEHALF OF TRUSTEE:
Initials:____________ Date:____________
PAGE 28
29
LIBBEY INC.
ADDENDUM
12.B. SECTION 415 LIMITATIONS.
(A) LIMITS IMPOSED. In addition to any other limits set forth in
the Plan, and notwithstanding any other provision of the Plan,
in no event shall the annual amount payable with respect to a
Participant under a Retirement Benefit Exceed the maximum
annual amount permitted by section 415 of the Code for a
benefit payable in the form and commencing at the age provided
for under the Retirement Benefit. The determination in the
preceding sentence shall be made after taking into account the
annual additions with respect to the Participant under all
other defined contribution plans required to be aggregated
with this Plan under section 415(f)(1)(B) of the Code, and
after taking into account the benefits payable with respect to
the Participant under all defined benefit plans required to be
aggregated under section 415 (f)(1)(A) of the Code. Where an
Employee is a Participant under a defined benefit plan and a
defined contribution plan maintained by the Employer, the sum
of the defined benefit fraction and the defined contribution
fraction for any Plan Year may not exceed 1.0 as computed
under the terms and conditions as set forth under section
415(e) of the Code.
(B) ADJUSTMENTS WHERE LIMITS OTHERWISE EXCEEDED. If the limits
imposed by Section 2.07(a) hereof (Limits Imposed) with
respect to a Participant would otherwise be exceeded, the
benefits and the annual additions with respect to the
Participant under the plans described in Section 2.07(a)
hereof (Limits Imposed) shall be reduced until those limits
are satisfied. For purposes of applying the preceding
sentence, the benefits payable with respect to the Participant
under this Plan shall not be reduced until the annual
additions with respect to such Participant under all other
defined contribution plans have first been reduced.
Furthermore, the benefits payable with respect to the
Participant under this Plan shall not be reduced before the
benefits payable with respect to such Participant are reduced
under any defined benefit plan.
(C) CERTAIN RULES FOR APPLYING LIMITS. The limits imposed by
Section 2.07(a) hereof (Limits Imposed) shall be applied on
the basis of:
(1) an interest rate assumption of 5% per annum,
compounded annually,
30
(2) the definition of compensation in section 1.415-2
(d)(11)(ii) of the Treasury Regulations,
(3) Any cost-of-living increase that the Plan is
permitted to take into account under section 415(d)
of the Code,
(4) any applicable transition rule prescribed in section
1106(I) of the Tax Reform Act of 1986,
(5) Any other applicable transition rule that preserves a
Participant's Accrued Benefit under the Plan as of
the effective date on an amendment to section 415 of
the Code.
C. 2. EMPLOYEE SALARY DEFERRALS:
Effective 1/1/97
Maximum Contribution
Pre-Tax After-Tax TOTAL
------- --------- -----
0-9% 3% 0-12%
10% 2% 12%
11% 1% 12%
12% 0% 12%
