1
EXHIBIT 10.3
UNIVERSITY BANK
401(k) PROFIT SHARING PLAN
-94-
2
VOLUME SUBMITTER ADOPTION AGREEMENT
SALARY REDUCTION/401(k) PROFIT SHARING RETIREMENT PLAN AND TRUST
PLAN
---------
SECTION
---------
INSTRUCTIONS REFERENCE PLAN PROVISION
-------------------- --------- ---------------------------------------------
1A. Insert the name to be used in 1.39 1. A. Name of the Plan
the title of the Plan.
The name of the Plan is University Bank 401(k)
Profit Sharing Plan.
B. Insert the three-digit number
used to identify the Plan. B. The Plan number is 001.
2A. Fill in the exact legal name 1.46 2. Sponsor
of the Sponsor. If the Sponsor
is a proprietorship, fill in A. The Sponsor is University Bank.
the name of the individual.
B. The address of the Sponsor is:
000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
C. The telephone number of the Sponsor is (000) 000-0000.
D. The Employer Identification Number of the Sponsor is
00-0000000.
E. The Nature of the Sponsor's business is Bank.
F. The Sponsor's fiscal year is the 12-month period
ending on December 31.
G. The Sponsor is
(1) /X/ a C corporation
(2) / / an S corporation
(3) / / a partnership
(4) / / a proprietorship
3A. Insert the effective date of 1.13 3. Effective Date
the Plan. (Generally the
effective date should be the A. The Effective Date of the Plan is January 1, 1996.
first day of the first plan
year beginning after December 31,
1988.)
3
B. Insert the B. The original effective date of the Plan is
effective date of N/A.
the earliest ----
predecessor of the
Plan, if any. If
there is no
predecessor, insert
"N/A".
4. Insert the name, 1.49 4. Trustee
address and
telephone number of A. The Trustee is Xxxx X. Xxxxxxx.
the Trustee.
B. The address of the Trustee is:
University Bank
000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
C. The telephone number of the Trustee is
(000) 000-0000.
5. Choose A, B or 1.41 5. The Plan Year is the twelve consecutive
C. If you choose month period (or shorter period in the event
C, fill in the of a change in the Plan Year) ending on --
applicable month
and day. A. / / The last day of the Sponsor's fiscal
year
B. /X/ December 31
C. Other:__________________.
1.07 6. Compensation: For the purpose of
allocating Employer Contributions to a
Participant's Individual Account, the
definition of Compensation shall be modified
as follows:
6A. Choose as many A. Compensation is modified as follows:
of the modifications as
you desire. If you (1) / / Compensation shall not exceed ____.
choose (1), complete the
blank. If you choose (2), (2) / / Compensation excludes:
select (a), (b) or
(c) or any (a) bonuses
combination.
(b) all commissions
(c) overtime pay
B. Choose (1) or (2). B. Compensation includes Compensation --
(1) / / For the whole Plan Year whether or
not
4
* FOR EMPLOYEES the Employee is a Participant for
BECOMING PARTICIPANTS the whole year.
ON AUGUST 1, 1996,
COMPENSATION (2) /X/ Only for that part of the Plan
INCLUDES THAT Year during which the Employee is
WHICH IS EARNED a participant.*
DURING THE ENTIRE
1996 PLAN YEAR.
C. Choose (1) or (2). C. Compensation shall include contributions
made pursuant to a salary reduction
agreement which are not includable in the
gross income of the Employee under
Sections 125, 402(a)(8), 402(h), or
403(b) of the Internal Revenue Code.
(1) /X/ Yes
(2) / / No
7. Choose A or B. 1.16 7. Employee -- The term Employee includes a
Leased Employee of the Employer.
A. / / Yes
B. /X/ No
8. Choose A or B. 1.11 8. Early Retirement Age
If you choose B, A. /X/ There is no Early Retirement
select the Age.
appropriate
requirement and B. / / There is an Early Retirement Age,
complete its and it requires one of the
blanks. following
(1) / / Age .
(2) / / Age and Years of Service.
(3) / / Other: .
9. Choose A, B or C. 1.36 9. Normal Retirement Age
A. /X/ Age 65.
B. / / Age and Years of Service.
C. / / Other:.
10. If you do not want 1.10 10. Disabled
to automatically
provide a fully-vested A. / / The Plan makes no special
benefit to a Disabled provision for
5
Participant, check A, and Disabled Disabled Participants.
Participants will be treated as any
other terminated Participant. If B. / / The Plan makes special provision for Disabled Participants.
you want to automatically provide a A Participant is Disabled if he is determined by the Plan
fully-vested benefit to a Disabled Administrator to meet one or more of the following requirements:
Participant, choose B. If you choose
B, select (1), (2), (3), (4) or any (1) /X/ The Participant is receiving disability benefits under the
combination. If you select (4), Social Security Act as the result of total and permanent
complete the blank. disability.
(2) /X/ The Participant is receiving benefits under a disability
income plan maintained by the Employer as a result of
total and permanent disability.
(3) /X/ The Participant is determined by a physician chosen by the
Plan Administrator to be totally and permanently disabled.
(4) / / Other: _______.
COUNTING SERVICE
11. Choose A or B. If you choose A, 1.54 11. How Years of Service Will be Determined
Service is based on actual time spent
at work (or paid). If you choose B, A. /X/ Completed Hours of Service Method
Employees receive credit whenever
they are on the payroll, regardless of B. / / Elapsed Time Method
the actual amount of service performed.
12. Complete this Section if you count 1.08 12. Computation Periods
Hours of Service under the Completed
Hours of Service method. A. Eligibility Computation Period
A. Choose (1) or (2). If you choose The Computation Period for determining when an Employee becomes
(2), then you eliminate multiple an Eligible Employee begins on the Employee's Employment Date.
Computation Periods after the first Subsequent Computation Periods shall begin --
Computation Period, but Employees
can accumulate 2 (1) / / On the anniversary of the Employment
6
Years of Service for Date.
eligibility purposes
without the necessity (2) /X/ On the first day of the Plan Year,
of working 24 months. starting with the Plan Year that
includes the first anniversary of
the Employment Date.
B. Choose (1) or (2). B. Vesting Computation Period
If you choose (1),
each Employee has an The Computation Period that will be used
individual Computation to determine Years of Service for vesting
Period. purposes begins --
(1) / / On an Employee's Employment Date and
anniversaries of that date.
(2) /X/ On the first day of the Plan Year.
ELIGIBILITY TO BECOME A PARTICIPANT
13. Choose A or B. 1.15 13. Eligible Employee
A. An Eligible Employee is:
(1) / / Any Employee of the Employer.
(2) /X/ An Employee of the Employer
who meets all of the
requirements checked in (B)
and all of the requirements
checked in (C).
13B. Do not select an B. Age and Service Requirements *
Age requirement older
than 21. (1) /X/ Age 18.
Effect on Entry Date: (2) / / __ Year(s) of Service
If you choose anything
other than Age 20-1/2 (3) / / __ Month(s) of service
or younger and/or 6 (regardless of the number of Hours
months of service or of Service performed)
less, you must choose
at least two Entry (4) /X/ Other: 1,000 Hours of Service.
Dates in Sec. 14.
* EMPLOYEES EMPLOYED BY
THE EMPLOYER AS OF
AUGUST 1, 1996 SHALL
ENTER THE PLAN AS OF
THAT DATE.
C. Employment Status Requirements
(1) / / Paid on an hourly basis
7
(2) / / Not paid on an hourly basis
(3) / / Paid on a salaried basis
(4) / / Not paid on a salaried basis
(5) / / Represented for collective
bargaining purposes by any bargaining
unit for which retirement benefits have
been the subject of good faith
bargaining between any Employer and
employee representatives
(6) / / Not represented for collective
bargaining purposes by any bargaining
unit for which retirement benefits have
been the subject of good faith
bargaining between any Employer and
employee representatives
(7) If you choose (7), (7) / / Not covered under any other qualified --
select either (a),
(b) or both. (a) / / profit sharing plan to which
any Employer contributes
(b) / / pension plan to which any
Employer contributes
(8) / / Renders services at the
following location or division or
in the following positions:
_________.
14. Xxxxxx A, B, 1.21 14. Entry Date
C, or D.
A. / / The first day of the Plan Year
coinciding with or immediately following
the date on which an Employee becomes an
Eligible Employee.
B. / / The first day of the Plan Year
or the first day of the seventh month of
the Plan Year which coincides with or
immediately follows the date on which an
Employee becomes an Eligible Employee.
8
C. / / The first day of the Plan Year nearest the date on which
an Employee becomes an Eligible Employee.
D. /X/ Other: The January 1, April 1, July 1 or October 1 which
immediately follows the date on which an Employee becomes
an Eligible Employee.
15A Choose (1), (2) or (3). If you 3.02 15. Employee Deferral Contributions
chose (1), fill in the maximum
percentage (not exceeding 25%). A. A Participant may elect to make Employee Deferral Contributions
If you choose (2), fill in a to the Plan as follows:
dollar amount (not exceeding the
limit imposed by Section 402(g) (1) /X/ Up to 12% of the Member's Compensation.
of the Internal Revenue Code).
Note: Even if you do not choose (2) / / Up to $_____ per Plan Year.
(3), Before-Tax Contributions
are still subject to the limits (3) / / Up to the maximum amount permitted under the Plan.
contained in the Plan.
B. Specify the Election Period to which 1.14 B. Election Period means
a Participant's election of Employee
Deferral Contribution applies. If (1) / / The Plan Year
you choose (2) or (3), complete the
blanks. (2) / / The __ month period beginning on the first day of
each _____________.
(3) /X/ Other: The election period means the Plan Year.
However, changes in deferral elections may
also be made effective as of the beginning of each
quarter (January 1, April 1, July 1 or October 1).
EMPLOYER NON-ELECTIVE AND MATCHING CONTRIBUTIONS
16. A. and B. Choose one of the schedules 7.01 16. Vesting
listed in (1) through (7). If you
required more than 1 Year of Service A. Non-elective Employer Contributions: The following vesting
to participate, you must choose (1) schedule applies to the portion of a Participant's
or (2). If you choose (7), complete Individual Account attributable to Non-Elective Employer
the schedule using the percentages Contributions.
not less generous than (5) or (6).
Percentage Vested *
9
* EMPLOYEES EMPLOYED BY THE Years of (1) (2) (3) (4) (5) (6) (7)
EMPLOYER AS OF AUGUST 1, 1996 Service / / / / / / / / / / / / /X/
SHALL BE IMMEDIATELY 100% VESTED
IN ALL BENEFITS UNDER THE PLAN. Less than 1 100% 0 0 0 0 0 0%
1 0 0 0 0 0 20%
2 100% 0 20 0 0 40%
3 100% 40 20 0 60%
4 60 40 0 80%
5 80 60 100% 100%
6 100% 80 100%
7 OR MORE 100% 100%
B. Matching Contributions: The following vesting schedule applies
to the portion of a Participant's Individual Account attributable
to Matching Contributions.
Percentage Vested *
Years of (1) (2) (3) (4) (5) (6) (7)
Service / / / / / / / / / / / / /X/
Less than 1 100% 0 0 0 0 0 0%
1 0 0 0 0 0 20%
2 100% 0 20 0 0 40%
3 100% 40 20 0 60%
4 60 40 0 80%
5 80 60 100% 100%
6 100% 80 100%
7 OR MORE 100% 100%
16C. Choose (1) or (2). C. In determining a Participant's nonforfeitable Individual Account
balance, Years of Service prior to the existence of the Plan
shall be disregarded.
(1) / / Yes
(2) /X/ No.
17. Choose either A or B. If you 17. The following vesting schedule applies to the Plan for any
choose A, complete the blank with Plan Year in which it is a Top-Heavy Plan:
the appropriate number of Years
of Service; this may not exceed A. / / 100% vesting after ___ (not to exceed 3)
3. If you choose B, complete all Years of Services.
of the blanks with the
appropriate B. / / ___% (not less than 20%) vesting after 2
10
Years of Service.
percentages; do not exceed
the percentages indicated. ___% (not less than 40%)
vesting after 3 Years
of Service.
THE REGULAR VESTING SCHEDULES
INDICATED ABOVE WILL ALSO BE IN ___% (not less than 60%)
EFFECT FOR PLAN YEARS DURING vesting after 4 Years
WHICH THE PLAN IS TOP HEAVY. of Service.
___% (not less than 80%)
vesting after 5 Years
of Service.
___% vesting after 6
Years of Service.
18. Choose A or B. If you 3.04 18. Matching Contributions
choose A, go to 19.
A. / / The Plan does not
provide for Matching
Contributions (go to
19).
If you choose B, choose a formula B. /X/ The Plan permits
in (1), (2) or (3). If you Matching
choose (2), specify the Contributions. The
percentage of Employee Deferral Matching Employer
Contributions which will be Contribution is:
matched. If you choose (3), specify
the percentages and amounts of the (1) /X/ An amount
Employee Deferral Contributions determined by the
which will be matched. Employer.
(2) / / ___% of the sum
of the employee
Deferral
Contributions made
for Participants
during the Plan
Year.
(3) / / ___% of the sum
of the first ___% of
Compensation
contributed by each
Participant as an
Employee Deferral
Contribution for the
Plan Year, plus ___%
of the next ___%
of Compensation
contributed by each
Participant as an
Employee Deferral
Contribution for the
Plan Year.
C. If you choose B, also choose C. In applying the formula
(1), (2) or (3) (you may choose described in B for a
both (2) and (3) as applicable). Plan Year, the
If you choose (3), fill in the following Employee
percentage. Deferral Contributions
made for the Plan Year
shall be considered:
(1) / / All Employee
Deferral
Contributions.
(2) / / All Employee
Deferral
Contributions
not withdrawn or
distributed
during the Plan
Year.
11
(3) /X/ All Employee Deferral
Contributions which do
not exceed 6% of the
contributing Participant's
Compensation.
D. If you choose B, Choose (1), D. Matching Contributions will be
(2), (3) or (4). If you choose allocated to the following
(3) or (4), specify the Hours of Participants
Service necessary (not to
exceed 1000) to receive an (1) / / Each Participant who made
allocation of Matching Employee Deferral
Contributions for the Plan Year. Contributions for the Plan
In addition, you may also Year.
choose (5), if applicable.
(2) / / Each Participant described
in (1) who is in the
service of the Employer
on the last day of the
Plan Year.
(3) / / Each Participant described
in (1) who earned _____ or
more Hours of Service
during the Plan Year.
(4) /X/ Each Participant described
in (1) who is in the
service of the Employer on
the last day of the Plan
Year and who completes
1,000 or more Hours of
Service during the Plan
Year.
(5) /X/ Each Participant described
in (1) who dies, retires
or becomes disabled during
the Plan Year.
19. Complete A and if applicable, 3.03 19. Non-elective Employer Contributions
B, C and D.
A. The Plan provides for Non-
elective Employer Contributions
(1) / / No (go to 26)
(2) /X/ Yes (go to B)
B. Participants for Whom Non-
Elective employer Contributions
are Made
(1) Choose (a), (b) or (c). If (1) /X/ Basic Rules
you choose (b) or (c), insert the
number of Hours of Service that Non-Elective Employer
must be completed (not more than Contributions will be
1000). made for these
Participants:
(a) Each Participant who
is in the
12
service of the Employer on the
last day of the Plan Year.
(b) /X/ Each Participant who is in
the service of the Employer
on the last day of the Plan
Year and who completed
1,000 Hours of Service
during the Plan Year.
(c) / / Each Participant who completed
_____, Hours of Service during
the Plan Year.
(2) If you wish to make (2) Non-elective Employer Contributions will
Non-elective Employer also be made for each Participant whose
Contributions for service ended before the last day of the
Participants described Plan Year because of death, disability
in (a) and/or (b), or retirement.
then check the
appropriate box. (a) Yes
(b) No
19C. Choose a formula C. Non-elective Employer Contribution
based on Net Formulas
Profit in (1), a
discretionary formula The Non-elective Employer Contribution
in (2), or choose for each Plan Year is:
(3) and design your
own formula.
(1) Choose (a) or (b); (1) / / Net Profit Formula: an amount,
complete any blanks. not more than Net Profit, equal
to $__________.
(a) / / ___% of the Employer's
current Net Profit for
the Plan Year.
(b) / / ___ of the Employer's
current Net Profit for the
Plan Year above $__________.
(2) /X/ Discretionary Formula. The
amount determined by the
Employer.
(3) / / Other: ______________.
19D Choose a formula D. Allocation Formulas
based on Compensation
in (1) or choose (2) As of the last day of the Plan Year, the
and design your Non-elective Employer Contribution for
own formula. the Plan Year is allocated among the
Individual Accounts
13
of the Participants
described in A in this
amount:
(1) If Non-elective Employer (1) Proportion Based on
Contributions will be integrated Compensation
with Social Security, choose (b).
(a) /X/ Compensation
(not Integrated)
A fraction of
the Non-elective
Employer
Contribution
based upon the
Participant's
total
Compensation.
(b) Choose (i), (ii) or (iii) and (b) / / Compensation
fill in the applicable percentage (Integrated)
or dollar amount. (May not Choose the
exceed the Taxable Wage Base). Plan's
integration level
(i) / /the Taxable
Wage Base
(ii) / /___% (not
more than
100%) of
the Taxable
Wage Base
(iii) / /Compensation
in excess of
$_______ or
the Taxable
Wage Base,
whichever is
less
20. Xxxxxx A,B,C or D. (Choose D 3.09 20. Forfeitures
only if all Individual Accounts
are 100% vested at all times.) Forfeitures will be:
A. /X/ Allocated among
Participants'
Individual
Accounts in the
same way as an
Non-Elective
Employer
Contribution
B. / / Applied to reduce
Non-Elective
Employer
Contributions
C. / / Allocated among
the Individual
accounts of the
Participants in
proportion to
their
Compensation
D. / / Not applicable
21. Choose A or B. If you choose 3.02 21. Hardship Distributions
B, complete (1) and (2).
Hardship distributions
of Employee Deferral
Contributions:
A. / / Are not permitted
B. /X/ Are permitted
14
(1) Choose (a) or (b). (1) The determination
of eligibility for a
distribution shall
be based
(a) /X/ only on the
safe harbor
condition
specified
in Section
3.2(h).
(b) / / on the safe
harbor
conditions
specified
in 3.2(h),
or on the
Plan
Administra-
tor's
determina-
tion that a
hardship
exists.
(2) Choose (a) or (b). If you (2) A distribution
choose (a), complete the dollar based on hardship
amount. must be at least
equal to:
(a) / / the lesser
of $____ or
100% of a
Partici-
pant's
Individual
Account
attribu-
table to
Employee
Deferral
Contribu-
tions.
(b) /X/ there is no
minimum
distribu-
tion amount.
22. Choose A or B. If you choose Article X 22. Loans
A, complete the applicable
portions of Appendix A. A. /X/ Loans are
permitted as
provided in
Article X of the
Plan and the loan
policies set
forth on Appendix
A.
B. / / Loans are not
permitted.
23. Fill in the applicable 1.51 23. Extra Valuation Dates
date(s).
In addition to the last
day of each Plan Year
and any other dates the
Plan Administrator
designates, each of the
following shall be a
Valuation Date: Daily.
24. Choose A or B. 5.01 24. When Benefit Payments
begin for Disabled
Participants
Benefits payable to a
Disabled Participant
will begin as soon as
practicable after the
first day of the month
following:
A. / / The date the
Participant
becomes a
Disabled
Participant.
15
B. /X/ The expiration of
other employer-
provided
disability benefit
payments (to the
extent that such
other benefits
provide for an
offset based upon
any benefits payable
from the Plan).
25. Choose A or B. 5.03, 6.02, 25. Immediate Distribution
7.03(a)
Participant who retires or
otherwise terminates
employment, or the
Beneficiary of a deceased
Participant, may elect to
receive the distributable
portion of the Individual
Account Balance as soon as
practicable following the
date of termination.
A. /X/ Yes
B. / / No
ADDITIONAL ADOPTING EMPLOYERS
26. Any entities names shall be 26. In addition to the sponsor
considered an employer under named in 2, the following
the terms of the Plan, as of entities also adopt the Plan
the Effective Date noted for and Trust as of the Effective
such entity. Hours of Service Date noted for each such
for such entity and Compensation adopting entity:
received from such entity on or
after the Effective Date for A. Name of entity
such entity will be considered Midwest Loan Services,
Hours of Service and Compensation Inc.
under the terms of the Plan.
Address of entity
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Telephone (area code)
(000) 000-0000
Employer Identification
Number
00-0000000
Fiscal Year Ends on the
last day of December each
year.
Nature of business
Mortgage Servicing --
payments and collections
Form of Organization
(1) /X/ Corporation
16
(a) /X/ C Corporation
(b) / / S Corporation
(2) / / a Partnership
(3) / / a Sole Proprietorship
The Effective Date of this
Adoption Agreement and the Plan
and Trust Agreement (Plan) with
respect to this entity shall be
January 1, 1996.
If the Plan is a restatement,
the original Effective Date
with respect to this entity
was N/A.
B. Name of entity
Varsity Funding Services LLC
Address of entity
00000 00 Xxxx Xxxx
Xxxxx 00
Xxxxxxxxxx Xxxxx, XX 00000
Telephone (area code)
(000) 000-0000
Employer Identification Number
00-0000000
Fiscal Year Ends on the last
day of December each year.
Nature of business
Buy and Sell Mortgages
Form of Organization
(1) /X/ Corporation
(a) /X/ C Corporation
(b) / / S Corporation
(2) /X/ a Partnership
(3) / / a Sole Proprietorship
The Effective Date of this
Adoption Agreement and the
Plan and Trust Agreement
(Plan) with
17
respect to this entity shall be January 1, 1996.
---------------
If the Plan is a restatement, the original
Effective Date with respect to this entity
was N/A.
---
C. Name of entity
Varsity Mortgage LLC
--------------------
Address of entity
00000 00 Xxxx Xxxx
------------------
Suite 20
--------
Farmington Hills, MI 48331
--------------------------
Telephone (area code)
(000) 000-0000
--------------
Employer Identification Number
00-0000000.
----------
Fiscal Year Ends on the last
day of December each year.
--------
Nature of business
Buy and Sell Mortgages
----------------------
Form of Organization
(1) /X/ Corporation
(a) /X/ C Corporation
(b) / / S Corporation
(2) / / a Partnership
(3) / / a Sole Proprietorship
The Effective Date of this
Adoption Agreement and the
Plan and Trust Agreement
(Plan) with respect to this
entity shall be January 1, 1996.
---------------
If the Plan is a restatement,
the original Effective Date
with respect to this entity was
N/A.
---
18
ADOPTION
By executing this Adoption Agreement, the Sponsor hereby establishes a salary
reduction 401(k) profit sharing retirement plan and trust, and the Sponsor and
each adopting Employer, now certify to the Trustee that it has secured legal
and tax advice as to the effect of this Adoption Agreement and the Plan and
Trust.
The Sponsor and each adopting Employer understand an application for a
determination letter approving this Adoption Agreement and the Plan and Trust
must be submitted to the appropriate District Director of the Internal Revenue
Service.
19
SIGNATURE AND DATE
The Sponsor hereby agrees to be bound by all the terms and conditions of the
Adoption Agreement and the Plan and Trust this 1st day of August, 1996.
UNIVERSITY BANK
By: /s/ Xxxx Xxxxxx
--------------------------------------------------
(Signature of Sponsor's Authorized Representative)
Title: President - University Bank
The Trustee hereby accepts the Adoption Agreement and the Plan and Trust and
agrees to act as Trustee this 1st day of August, 1996.
By: /s/ Xxxx Xxxxxx
---------------------------------------------------
Title: President - University Bank
If additional adopting Employers are named in Section 26 such Employers agree
to be bound by all the terms and conditions of the Adoption Agreement and the
Plan and Trust, as evidenced by the signatures of such Employers' authorized
representative(s) below:
MIDWEST LOAN SERVICES, INC.
By: /s/ Xxxx Xxxxxx
---------------------------------------------------
Title: President - University Bank
Date: August 1, 1996
VARSITY FUNDING SERVICES LLC
By: /s/ Xxxx Xxxxxx
---------------------------------------------------
Title: President - University Bank
Date: August 1, 1996
VARSITY MORTGAGE LLC
By: /s/ Xxxx Xxxxxx
---------------------------------------------------
Title: President - University Bank
Date: August 1, 1996
20
APPENDIX A
SPECIFIC LOAN PROVISIONS
The following provisions shall supplement or modify the provisions governing
Participant loans in Article X of the Plan (attach additional pages, if
necessary). To the extent not modified by this Appendix A, and to the extent
any of the following items are left blank, the provisions of Article X shall
continue to govern Participant loans. (Item 1 must be completed. Items 2
through 8 need to be completed only if the employer desires to supplement or
modify provisions contained in Article X of the Plan.)
1. Person or positions authorized to administer the Participant loan
program:
Xxxx Xxxxxx
2. Procedures for applying for loans:
___________________________________________________________________________
___________________________________________________________________________
3. Basis on which loans will be approved or denied:
___________________________________________________________________________
___________________________________________________________________________
4. Limitations (if any) in addition to limits in Article X on the types
and amounts of loans offered:
Loans are only permitted for educational, housing or medical purposes.
The Plan Administrator will determine whether a loan qualifies under
this provision and his determination shall be final.
5. Procedures for determining reasonable rate of interest:
___________________________________________________________________________
___________________________________________________________________________
6. Types of collateral (in addition to the maximum 50% of the Participant
vested Accrued Benefit) which may secure a participant loan:
___________________________________________________________________________
___________________________________________________________________________
7. Additional events constituting default:
___________________________________________________________________________
8. Additional steps that will be taken to preserve plan assets in the
event of such default:
___________________________________________________________________________
21
FIRST AMENDMENT TO THE
UNIVERSITY BANK
401(k) PROFIT SHARING PLAN
WHEREAS, effective January 1, 1996, University Bank, Midwest Loan
Services, Inc., Varsity Funding Services LLC and Varsity Mortgage LLC
(hereinafter collectively referred to as the Employer") established the
University Bank 401(k) Profit Sharing Plan (hereinafter referred to as the
"Plan"); and
WHEREAS, the Employer wishes to amend the Plan to comply with Section
401(a)(17) of the Internal Revenue Code as amended by the Omnibus Budget
Reconciliation Act of 1993 (OBRA '93), to comply with Section 401(a)(31) of the
Internal Revenue Code and for other desired provision changes; and
WHEREAS, to accomplish this, the Employer now wishes to adopt the
provisions of the amendments contained in Revenue Procedures 94-13 and 93-12, as
published by the Internal Revenue Service;
NOW THEREFORE, effective January 1, 1996, the Employer hereby amends the
Plan as follows:
I. Section 1.07(c) shall be added to the Plan to read as follows:
In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the annual
Compensation of each Employee taken into account under the Plan shall
not exceed the OBRA '93 annual compensation limit. The OBRA '93 annual
compensation limit is $150,000, as adjusted by the Commissioner for
increases in the cost of living in accordance with section 401(a)(17)(B)
of the Internal Revenue Code. The cost-of-living adjustment in effect
for a calendar year applies to any period, not exceeding 12 months, over
which Compensation is determined (Determination Period) beginning in
such calendar year. If a Determination Period consists of fewer than 12
months, the OBRA '93 annual compensation limit will be multiplied by a
fraction, the numerator of which is the number of months in the
Determination Period, and the denominator of which is 12.
For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under section 401(a)(17) of the Code shall
mean the OBRA '93 annual compensation limit set forth in this provision.
If Compensation for any prior Determination Period is taken into account
in determining an employee's benefits accruing in the current Plan Year,
the Compensation for that prior Determination Period is subject to the
OBRA '93 annual compensation limit in effect for that prior
Determination Period. For this purpose, for Determination Periods
beginning before the first day of the first Plan Year beginning on or
after January 1, 1994, the OBRA '93 annual compensation limit is
$150,000.
II. Section 4.01(a)(1) of the Plan shall be amended with the addition
of the following at the end of the section:
(C) "ADP" contributions shall not include Employee Deferral
Contributions distributed pursuant to Section 4.07(a) of the Plan.
III. Section 4.07(a) of the Plan shall be amended in its entirety to
read as follows:
(a) If, for any Limitation Year, an Excess Amount arises with respect
to a Participant as a result of (i) a reasonable error in
determining the amount of Employee Deferral Contributions, (ii) a
reasonable error in estimating a Participant's annual Compensation,
or (iii) through an allocation of forfeitures, or under such other
facts and circumstances as the Secretary of the Treasury or his
delegate finds justifies the availability of relief, any such
Excess Amount will be disposed of as follows.
22
(1) Any nondeductible voluntary employee contributions and
any Net Gain thereon, to the extent they would reduce the Excess
Amount, will be returned to the Participant.
(2) Any Employee Deferral Contributions and any Net Gain
thereon, to the extent that they would reduce the Excess Amount,
will be returned to the Participant.
(3) If, after the application of paragraphs (1) and (2), an
Excess Amount still exists, and the Participant is covered by the
Plan at the end of the Limitation Year, the Excess Amount in the
Participant's Individual Account will be used to reduce Employer
Contributions (including any allocation of forfeitures) for such
Participant in the next Limitation Year, and each succeeding
Limitation Year if necessary.
(4) If, after the application of paragraphs (1), (2) and
(3), an Excess Amount still exists, and the Participant is not
covered by the Plan at the end of a Limitation Year, the Excess
Amount will be held unallocated in a suspense account. The
suspense account will be applied to reduce future Employer
Contributions for all remaining Participants in the next
Limitation Year, and each succeeding Limitation Year if
necessary.
(5) If a suspense account is in existence at any time
during a Limitation Year pursuant to the Section, it will not
participate in the allocation of Net Gain or Net Loss for the
Plan Year. If a suspense account is in existence at any time
during a particular Limitation Year, all amounts in the suspense
account must be allocated and reallocated to Participants'
Individual Accounts before any Employer Contributions may be made
to the Plan for that Limitation Year. Except to the extent
provided under paragraphs (1) and (2). Excess Amounts may not be
distributed to Participants or former Participants.
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23
IV. Section 9.08 shall be added to the Plan to read as follows:
(a) This Section 9.08 applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributees' election under
this Section, a Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of an
Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan specified by the Distributee in a Direct Rollover.
(b) Definitions:
(1) Eligible Rollover Distribution:
An Eligible Rollover Distribution is any distribution of all or
any portion of the balance to the credit of the Distributee,
except that an Eligible Rollover Distribution does not include:
any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the
Distributee's designated Beneficiary, or for a specified period
of ten years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code;
and the portion of any distribution that is not includible in
gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
(2) Eligible Retirement Plan:
An Eligible Retirement Plan is an individual retirement account
described in section 408(a) of the Code, an individual
retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, or a
qualified trust described in section 401(a) of the Code, that
accepts the Distributees' Eligible Rollover Distribution.
However, in the case of an Eligible Rollover Distribution to the
Surviving Spouse, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.
(3) Distributee:
A Distributee includes an Employee or former Employee. In
addition, the Employee's or former Employee's Surviving Spouse
and the Employee's or former Employee's Spouse or former Spouse
who is the alternate payee under a qualified domestic relations
order, as defined in section 414(p) of the Code, are
Distributees with regard to the interest of the Spouse or former
Spouse.
(4) Direct Rollover:
A Direct Rollover is a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.
117
24
(c) If a distribution is one to which sections 401(a)(11) and 417
of the Internal Revenue Code do not apply, such distribution may
commence less than 30 days after the notice required under section
1.411(a)-11(c) of the Income Tax Regulations is given, provided
that:
(1) The Plan Administrator clearly informs the Participant
that the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of whether
or not to elect a distribution (and, if applicable, a particular
distribution option), and
(2) The Participant, after receiving the notice,
affirmatively elects a distribution.
V. In all other respects, the Plan shall remain unchanged.
118
25
IN WITNESS WHEREOF, the Employer and the Trustee affix their signatures on
this 1st day of August, 1996.
UNIVERSITY BANK (EMPLOYER)
By: /s/ Xxxx Xxxxxx
----------------------------------
Title: President - University Bank
MIDWEST LOAN SERVICES, INC. (EMPLOYER)
By: /s/ Xxxx Xxxxxx
----------------------------------
Title: President - University Bank
VARSITY FUNDING SERVICES LLC (EMPLOYER)
By: /s/ Xxxx Xxxxxx
----------------------------------
Title: President - University Bank
VARSITY MORTGAGE LLC (EMPLOYER)
By: /s/ Xxxx Xxxxxx
----------------------------------
Title: President - University Bank
(TRUSTEE)
/s/ Xxxx Xxxxxxx
-------------------------------------
Corporate Secretary
University Bank
119
