Exhibit 10(B)



 






Exhibit 10(b)




PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST




SPONSORED BY




SunTrust Bank




BASIC PLAN DOCUMENT #02




June, 2002








 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 
	 	ARTICLE 1	 	 	 	 
	 
	 	PLAN ELIGIBILITY AND PARTICIPATION	 	 	 	 
	 
	 	 	 	 	 	 
	1.1
	 	Eligibility for Plan Participation	 	 	1	 
	1.2
	 	Excluded Employees	 	 	1	 
	 
	 	(a)     Independent contractors	 	 	1	 
	 
	 	(b)     Leased Employees	 	 	1	 
	1.3
	 	Employees of Related Employers	 	 	2	 
	 
	 	(a)     Nonstandardized Agreement	 	 	2	 
	 
	 	(b)     Standardized Agreement	 	 	2	 
	1.4
	 	Minimum Age and Service Conditions	 	 	2	 
	 
	 	(a)     Maximum permissible age and service conditions	 	 	2	 
	 
	 	(b)     Year of Service	 	 	2	 
	 
	 	(c)     Eligibility Computation Periods	 	 	2	 
	 
	 	(d)     Application of eligibility rules	 	 	3	 
	 
	 	(e)     Amendment of age and service requirements	 	 	3	 
	1.5
	 	Entry Dates	 	 	3	 
	 
	 	(a)     Entry Date requirements	 	 	3	 
	 
	 	(b)     Single annual Entry Date	 	 	3	 
	1.6
	 	Eligibility Break in Service Rules	 	 	4	 
	 
	 	(a)     Rule of Parity Break in Service	 	 	4	 
	 
	 	(b)     One-year Break in Service rule for Plans using a two Years of Service eligibility condition	 	 	4	 
	 
	 	(c)     One-year holdout Break in Service rule	 	 	4	 
	1.7
	 	Eligibility upon Reemployment	 	 	5	 
	1.8
	 	Operating Rules for Employees Excluded by Class	 	 	5	 
	 
	 	(a)     Eligible Participant becomes part of an excluded class of Employees	 	 	5	 
	 
	 	(b)     Excluded Employee becomes part of an eligible class of Employee	 	 	5	 
	1.9
	 	Relationship to Accrual of Benefits	 	 	5	 
	1.10
	 	Waiver of Participation	 	 	5	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 2	 	 	 	 
	 
	 	EMPLOYER CONTRIBUTIONS AND ALLOCATIONS	 	 	 	 
	 
	 	 	 	 	 	 
	2.1
	 	Amount of Employer Contributions	 	 	6	 
	 
	 	(a)     Limitation on Employer Contributions	 	 	6	 
	 
	 	(b)     Limitation on Included Compensation	 	 	6	 
	 
	 	(c)     Contribution of property	 	 	6	 
	 
	 	(d)     Frozen Plan	 	 	6	 
	2.2
	 	Profit Sharing Plan Contribution and Allocations	 	 	6	 
	 
	 	(a)     Amount of Employer Contribution	 	 	6	 
	 
	 	(b)     Allocation formula for Employer Contributions	 	 	7	 
	 
	 	(c)     Special rules for determining Included Compensation	 	 	9	 
	2.3
	 	401(k) Plan Contributions and Allocations	 	 	10	 
	 
	 	(a)     Section 401(k) Deferrals	 	 	10	 






	 	 	 
	 
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	 	(b)     Employer Matching Contributions	 	 	11	 
	 
	 	(c)     Qualified Matching Contributions (QMACs)	 	 	11	 
	 
	 	(d)     Employer Nonelective Contributions	 	 	12	 
	 
	 	(e)     Qualified Nonelective Contributions (QNECs)	 	 	12	 
	 
	 	(f)     Safe Harbor Contributions	 	 	12	 
	 
	 	(g)     Prior SIMPLE 401(k) plan	 	 	13	 
	2.4
	 	Money Purchase Plan Contribution and Allocations	 	 	13	 
	 
	 	(a)     Employer Contributions	 	 	13	 
	 
	 	(b)     Uniform percentage or uniform dollar amount	 	 	13	 
	 
	 	(c)     Permitted Disparity Method	 	 	13	 
	 
	 	(d)     Contribution based on service	 	 	14	 
	 
	 	(e)     Davis-Bacon Contribution Formula	 	 	14	 
	 
	 	(f)     Applicable period for determining Included Compensation	 	 	15	 
	 
	 	(g)     Special rules for determining Included Compensation	 	 	15	 
	 
	 	(h)     Limit on contribution where Employer maintains another plan in addition to a money purchase plan	 	 	15	 
	2.5
	 	Target Benefit Plan Contribution	 	 	15	 
	 
	 	(a)     Stated Benefit	 	 	15	 
	 
	 	(b)     Employer Contribution	 	 	16	 
	 
	 	(c)     Benefit formula	 	 	16	 
	 
	 	(d)     Definitions	 	 	21	 
	2.6
	 	Allocation Conditions	 	 	23	 
	 
	 	(a)     Safe harbor allocation condition	 	 	24	 
	 
	 	(b)     Application of last day of employment rule for money purchase and target benefit Plans in year of termination	 	 	24	 
	 
	 	(c)     Elapsed Time Method	 	 	24	 
	 
	 	(d)     Special allocation condition for Employer Matching Contributions under Nonstandardized 401(k) Agreement	 	 	24	 
	 
	 	(e)     Application to designated period	 	 	25	 
	2.7
	 	Fail-Safe Coverage Provision	 	 	26	 
	 
	 	(a)     Top-Heavy Plans	 	 	27	 
	 
	 	(b)     Category 1 Employees - Otherwise Eligible Participants (who are Nonhighly Compensated	 	 	 	 
	 
	 	Employees) who are still employed by the Employer on the last day of the Plan Year but who	 	 	 	 
	 
	 	failed to satisfy the Plan's Hours of Service condition	 	 	27	 
	 
	 	(c)     Category 2 Employees - Otherwise Eligible Participants (who are Nonhighly Compensated	 	 	 	 
	 
	 	Employees) who terminated employment during the Plan Year with more than 500 Hours of Service	 	 	27	 
	 
	 	(d)     Special Fail-Safe Coverage Provision	 	 	27	 
	2.8
	 	Deductible Employee Contributions	 	 	27	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 3	 	 	 	 
	 
	 	EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND TRANSFERS	 	 	 	 
	 
	 	 	 	 	 	 
	3.1
	 	Employee After-Tax Contributions	 	 	28	 
	3.2
	 	Rollover Contributions	 	 	28	 
	3.3
	 	Transfer of Assets	 	 	28	 
	 
	 	(a)     Protection of Protected Benefits	 	 	29	 
	 
	 	(b)     Transferee plan	 	 	29	 
	 
	 	(c)     Transfers from a Defined Benefit Plan, money purchase plan or 401(k) plan	 	 	29	 







	 	 	 
	 
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	 	(d)     Qualified Transfer	 	 	29	 
	 
	 	(e)     Trustee's right to refuse transfer	 	 	31	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 4	 	 	 	 
	 
	 	PARTICIPANT VESTING	 	 	 	 
	 
	 	 	 	 	 	 
	4.1
	 	In General	 	 	32	 
	 
	 	(a)     Attainment of Normal Retirement Age	 	 	32	 
	 
	 	(b)     Vesting upon death, becoming Disabled, or attainment of Early Retirement Age	 	 	32	 
	 
	 	(c)     Addition of Employer Nonelective Contribution or Employer Matching Contribution	 	 	32	 
	 
	 	(d)     Vesting upon merger, consolidation or transfer	 	 	32	 
	4.2
	 	Vesting Schedules	 	 	32	 
	 
	 	(a)     Full and immediate vesting schedule	 	 	32	 
	 
	 	(b)     7-year graded vesting schedule	 	 	33	 
	 
	 	(c)     6-year graded vesting schedule	 	 	33	 
	 
	 	(d)     5-year cliff vesting schedule	 	 	33	 
	 
	 	(e)     3-year cliff vesting schedule	 	 	33	 
	 
	 	(f)     Modified vesting schedule	 	 	33	 
	4.3
	 	Shift to/from Top-Heavy Vesting Schedule	 	 	33	 
	4.4
	 	Vesting Computation Period	 	 	33	 
	 
	 	(a)     Anniversary Years	 	 	33	 
	 
	 	(b)     Measurement on same Vesting Computation Period	 	 	33	 
	4.5
	 	Crediting Years of Service for Vesting Purposes	 	 	33	 
	 
	 	(a)     Calculating Hours of Service	 	 	33	 
	 
	 	(b)     Excluded service	 	 	34	 
	4.6
	 	Vesting Break in Service Rules	 	 	34	 
	 
	 	(a)     One-year holdout Break in Service	 	 	34	 
	 
	 	(b)     Five-Year Forfeiture Break in Service	 	 	34	 
	 
	 	(c)     Rule of Parity Break in Service	 	 	34	 
	4.7
	 	Amendment of Vesting Schedule	 	 	35	 
	4.8
	 	Special Vesting Rule - In-Service Distribution When Account Balance Less than 100% Vested	 	 	35	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 5	 	 	 	 
	 
	 	FORFEITURES	 	 	 	 
	 
	 	 	 	 	 	 
	5.1
	 	In General	 	 	36	 
	5.2
	 	Timing of forfeiture	 	 	36	 
	 
	 	(a)     Cash-Out Distribution	 	 	36	 
	 
	 	(b)     Five-Year Forfeiture Break in Service	 	 	36	 
	 
	 	(c)     Lost Participant or Beneficiary	 	 	36	 
	 
	 	(d)     Forfeiture of Employer Matching Contributions	 	 	36	 
	5.3
	 	Forfeiture Events	 	 	36	 
	 
	 	(a)     Cash-Out Distribution	 	 	36	 
	 
	 	(b)     Five-Year Forfeiture Break in Service	 	 	38	 
	 
	 	(c)     Lost Participant or Beneficiary	 	 	39	 
	 
	 	(d)     Forfeiture of Employer Matching Contributions	 	 	39	 
	5.4
	 	Timing of Forfeiture Allocation	 	 	39	 







	 	 	 
	 
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	5.5
	 	Method of Allocating Forfeitures	 	 	39	 
	 
	 	(a)     Reallocation of forfeitures	 	 	39	 
	 
	 	(b)     Reduction of contributions	 	 	39	 
	 
	 	(c)     Payment of Plan expenses	 	 	39	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 6	 	 	 	 
	 
	 	SPECIAL SERVICE CREDITING PROVISIONS	 	 	 	 
	 
	 	 	 	 	 	 
	6.1
	 	Year of Service - Eligibility	 	 	40	 
	 
	 	(a)     Selection of Hours of Service	 	 	40	 
	 
	 	(b)     Use of Equivalency Method	 	 	40	 
	 
	 	(c)     Use of Elapsed Time Method	 	 	40	 
	6.2
	 	Eligibility Computation Period	 	 	40	 
	6.3
	 	Year of Service - Vesting	 	 	40	 
	 
	 	(a)     Selection of Hours of Service	 	 	40	 
	 
	 	(b)     Equivalency Method	 	 	40	 
	 
	 	(c)     Elapsed Time Method	 	 	41	 
	6.4
	 	Vesting Computation Period	 	 	41	 
	6.5
	 	Definitions	 	 	41	 
	 
	 	(a)     Equivalency Method	 	 	41	 
	 
	 	(b)     Elapsed Time Method	 	 	41	 
	6.6
	 	Switching Crediting Methods	 	 	41	 
	 
	 	(a)     Shift from crediting Hours of Service to Elapsed Time Method	 	 	41	 
	 
	 	(b)     Shift from Elapsed Time Method to an Hours of Service method	 	 	42	 
	6.7
	 	Service with Predecessor Employers	 	 	42	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 7	 	 	 	 
	 
	 	LIMITATION ON PARTICIPANT ALLOCATIONS	 	 	 	 
	 
	 	 	 	 	 	 
	7.1
	 	Annual Additions Limitation - No Other Plan Participation	 	 	43	 
	 
	 	(a)     Annual Additions Limitation	 	 	43	 
	 
	 	(b)     Using estimated Total Compensation	 	 	43	 
	 
	 	(c)     Disposition of Excess Amount	 	 	43	 
	7.2
	 	Annual Additions Limitation - Participation in Another Plan	 	 	44	 
	 
	 	(a)     In general	 	 	44	 
	 
	 	(b)     This Plan’s Annual Addition Limitation	 	 	44	 
	 
	 	(c)     Annual Additions reduction	 	 	44	 
	 
	 	(d)     No Annual Additions permitted	 	 	44	 
	 
	 	(e)     Using estimated Total Compensation	 	 	44	 
	 
	 	(f)     Excess Amounts	 	 	45	 
	 
	 	(g)     Disposition of Excess Amounts	 	 	45	 
	7.3
	 	Modification of Correction Procedures	 	 	45	 
	7.4
	 	Definitions Relating to the Annual Additions Limitation	 	 	45	 
	 
	 	(a)     Annual Additions	 	 	45	 
	 
	 	(b)     Defined Contribution Dollar Limitation	 	 	46	 
	 
	 	(c)     Employer	 	 	46	 
	 
	 	(d)     Excess Amount	 	 	46	 






	 	 	 
	 
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	 	(e)     Limitation Year	 	 	46	 
	 
	 	(f)     Maximum Permissible Amount	 	 	46	 
	 
	 	(g)     Total Compensation	 	 	46	 
	7.5
	 	Participation in a Defined Benefit Plan	 	 	47	 
	 
	 	(a)     Repeal of rule	 	 	47	 
	 
	 	(b)     Special definitions relating to Section 7.5	 	 	47	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 8	 	 	 	 
	 
	 	PLAN DISTRIBUTIONS	 	 	 	 
	 
	 	 	 	 	 	 
	8.1
	 	Distribution Options	 	 	49	 
	8.2
	 	Amount Eligible for Distribution	 	 	49	 
	8.3
	 	Distributions After Termination of Employment	 	 	49	 
	 
	 	(a)     Account Balance exceeding $5,000	 	 	49	 
	 
	 	(b)     Account Balance not exceeding $5,000	 	 	50	 
	 
	 	(c)     Permissible distribution events under a 401(k) plan	 	 	50	 
	 
	 	(d)     Disabled Participant	 	 	50	 
	 
	 	(e)     Determining whether vested Account Balance exceeds $5,000	 	 	50	 
	 
	 	(f)     Effective date of $5,000 vested Account Balance rule	 	 	51	 
	8.4
	 	Distribution upon the Death of the Participant	 	 	51	 
	 
	 	(a)     Post-retirement death benefit	 	 	51	 
	 
	 	(b)     Pre-retirement death benefit	 	 	51	 
	 
	 	(c)     Determining
a Participant’s Beneficiary	 	 	52	 
	8.5
	 	Distributions Prior to Termination of Employment	 	 	53	 
	 
	 	(a)     Employee After-Tax Contributions, Rollover Contributions, and transfers	 	 	53	 
	 
	 	(b)     Employer Contributions	 	 	53	 
	 
	 	(c)     Section 401(k) Deferrals, Qualified Nonelective Contributions, Qualified Matching Contributions, and Safe	 	 	 	 
	 
	 	Harbor Contributions	 	 	53	 
	 
	 	(d)     Corrective distributions	 	 	54	 
	8.6
	 	Hardship Distribution	 	 	54	 
	 
	 	(a)     Safe harbor Hardship distribution	 	 	54	 
	 
	 	(b)     Non-safe harbor Hardship distribution	 	 	55	 
	 
	 	(c)     Amount available for distribution	 	 	55	 
	8.7
	 	Participant Consent	 	 	55	 
	 
	 	(a)     Participant notice	 	 	55	 
	 
	 	(b)     Special rules	 	 	55	 
	8.8
	 	Direct Rollovers	 	 	56	 
	 
	 	(a)     Eligible Rollover Distribution	 	 	56	 
	 
	 	(b)     Eligible Retirement Plan	 	 	56	 
	 
	 	(c)     Direct Rollover	 	 	56	 
	 
	 	(d)     Direct Rollover notice	 	 	57	 
	 
	 	(e)     Special rules for Hardship withdrawals of Section 401(k) Deferrals	 	 	57	 
	8.9
	 	Sources of Distribution	 	 	57	 
	 
	 	(a)     Exception for Hardship withdrawals	 	 	57	 
	 
	 	(b)     In-kind distributions	 	 	57	 







	 	 	 
	 
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	 	ARTICLE 9	 	 	 	 
	 
	 	JOINT AND SURVIVOR ANNUITY REQUIREMENTS	 	 	 	 
	 
	 	 	 	 	 	 
	9.1
	 	Applicability	 	 	58	 
	 
	 	(a)     Election to have requirements apply	 	 	58	 
	 
	 	(b)     Election to have requirements not apply	 	 	58	 
	 
	 	(c)     Accumulated deductible employee contributions	 	 	58	 
	9.2
	 	Qualified Joint and Survivor Annuity (QJSA)	 	 	58	 
	9.3
	 	Qualified Preretirement Survivor Annuity (QPSA)	 	 	58	 
	9.4
	 	Definitions	 	 	59	 
	 
	 	(a)     Qualified Joint and Survivor Annuity (QJSA)	 	 	59	 
	 
	 	(b)     Qualified Preretirement Survivor Annuity (QPSA)	 	 	59	 
	 
	 	(c)     Distribution Commencement Date	 	 	59	 
	 
	 	(d)     Qualified Election	 	 	59	 
	 
	 	(e)     QPSA Election Period	 	 	59	 
	 
	 	(f)     Pre-Age 35 Waiver	 	 	60	 
	9.5
	 	Notice Requirements	 	 	60	 
	 
	 	(a)     QJSA	 	 	60	 
	 
	 	(b)     QPSA	 	 	60	 
	9.6
	 	Exception to the Joint and Survivor Annuity Requirements	 	 	60	 
	9.7
	 	Transitional Rules	 	 	60	 
	 
	 	(a)     Automatic joint and survivor annuity	 	 	61	 
	 
	 	(b)     Election of early survivor annuity	 	 	61	 
	 
	 	(c)     Qualified Early Retirement Age	 	 	61	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 10	 	 	 	 
	 
	 	REQUIRED DISTRIBUTIONS	 	 	 	 
	 
	 	 	 	 	 	 
	10.1
	 	Required Distributions Before Death	 	 	62	 
	 
	 	(a)     Deferred distributions	 	 	62	 
	 
	 	(b)     Required minimum distributions	 	 	62	 
	10.2
	 	Required Distributions After Death	 	 	62	 
	 
	 	(a)     Distribution beginning before death	 	 	62	 
	 
	 	(b)     Distribution beginning after death	 	 	62	 
	 
	 	(c)     Treatment of trust beneficiaries as Designated Beneficiaries	 	 	63	 
	 
	 	(d)     Trust beneficiary qualifying for marital deduction	 	 	63	 
	10.3
	 	Definitions	 	 	64	 
	 
	 	(a)     Required Beginning Date	 	 	64	 
	 
	 	(b)     Five-Percent Owner	 	 	64	 
	 
	 	(c)     Designated Beneficiary	 	 	64	 
	 
	 	(d)     Applicable Life Expectancy	 	 	64	 
	 
	 	(e)     Life Expectancy	 	 	65	 
	 
	 	(f)     Distribution Calendar Year	 	 	65	 
	 
	 	(g)     Participant’s Benefit	 	 	65	 
	10.4
	 	GUST Elections	 	 	65	 
	 
	 	(a)     Distributions under Old-Law Required Beginning Date rules	 	 	65	 







	 	 	 
	 
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	 	(b)     Option to postpone distributions	 	 	65	 
	 
	 	(c)     Election to stop minimum required distributions	 	 	66	 
	10.5
	 	Transitional Rule	 	 	67	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 11	 	 	 	 
	 
	 	PLAN ADMINISTRATION AND SPECIAL OPERATING RULES	 	 	 	 
	 
	 	 	 	 	 	 
	11.1
	 	Plan Administrator	 	 	68	 
	 
	 	(a)     Acceptance of responsibility by designated Plan Administrator	 	 	68	 
	 
	 	(b)     Resignation of designated Plan Administrator	 	 	68	 
	 
	 	(c)     Named Fiduciary	 	 	68	 
	11.2
	 	Duties and Powers of the Plan Administrator	 	 	68	 
	 
	 	(a)     Delegation of duties and powers	 	 	68	 
	 
	 	(b)     Specific duties and powers	 	 	68	 
	11.3
	 	Employer Responsibilities	 	 	69	 
	11.4
	 	Plan Administration Expenses	 	 	69	 
	11.5
	 	Qualified Domestic Relations Orders (QDROs)	 	 	69	 
	 
	 	(a)     In general	 	 	69	 
	 
	 	(b)     Qualified Domestic Relations Order (QDRO)	 	 	69	 
	 
	 	(c)     Recognition as a QDRO	 	 	69	 
	 
	 	(d)     Contents of QDRO	 	 	70	 
	 
	 	(e)     Impermissible QDRO provisions	 	 	70	 
	 
	 	(f)     Immediate distribution to Alternate Payee	 	 	70	 
	 
	 	(g)     No fee for QDRO determination	 	 	70	 
	 
	 	(h)     Default QDRO procedure	 	 	70	 
	11.6
	 	Claims Procedure	 	 	71	 
	 
	 	(a)     Filing a claim	 	 	71	 
	 
	 	(b)     Notification of Plan Administrator's decision	 	 	72	 
	 
	 	(c)     Review procedure	 	 	72	 
	 
	 	(d)     Decision on review	 	 	72	 
	 
	 	(e)     Default claims procedure	 	 	72	 
	11.7

	 	Operational Rules for Short Plan Years 	 	 	72	 
	11.8
	 	Operational Rules for Related Employer Groups	 	 	73	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 12	 	 	 	 
	 
	 	TRUST PROVISIONS	 	 	 	 
	 
	 	 	 	 	 	 
	12.1
	 	Creation of Trust	 	 	74	 
	12.2
	 	Trustee	 	 	74	 
	 
	 	(a)     Discretionary Trustee	 	 	74	 
	 
	 	(b)     Directed Trustee	 	 	74	 
	12.3
	 	Trustee’s Responsibilities Regarding Administration of Trust	 	 	74	 
	12.4
	 	Trustee’s Responsibility Regarding Investment of Plan Assets	 	 	75	 
	12.5
	 	More than One Person as Trustee	 	 	76	 
	12.6
	 	Annual Valuation	 	 	76	 
	12.7
	 	Reporting to Plan Administrator and Employer	 	 	76	 
	12.8
	 	Reasonable Compensation	 	 	76	 







	 	 	 
	 
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	12.9
	 	Resignation and Removal of Trustee	 	 	77	 
	12.10
	 	Indemnification of Trustee	 	 	77	 
	12.11
	 	Appointment of Custodian	 	 	77	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 13	 	 	 	 
	 
	 	PLAN ACCOUNTING AND INVESTMENTS	 	 	 	 
	 
	 	 	 	 	 	 
	13.1
	 	Participant Accounts	 	 	78	 
	13.2
	 	Value of Participant Accounts	 	 	78	 
	 
	 	(a)     Periodic valuation	 	 	78	 
	 
	 	(b)     Daily valuation	 	 	78	 
	13.3
	 	Adjustments to Participant Accounts	 	 	78	 
	 
	 	(a)     Distributions
and forfeitures from a Participant’s Account	 	 	78	 
	 
	 	(b)     Life insurance premiums and dividends	 	 	78	 
	 
	 	(c)     Contributions and forfeitures allocated to a Participant’s Account	 	 	78	 
	 
	 	(d)     Net income or loss	 	 	78	 
	13.4
	 	Procedures for Determining Net Income or Loss	 	 	78	 
	 
	 	(a)     Net income or loss attributable to General Trust Account	 	 	78	 
	 
	 	(b)     Net income or loss attributable to a Directed Account	 	 	79	 
	 
	 	(c)     Share or unit accounting	 	 	79	 
	 
	 	(d)     Suspense accounts	 	 	79	 
	13.5
	 	Investments under the Plan	 	 	80	 
	 
	 	(a)     Investment options	 	 	80	 
	 
	 	(b)     Limitations on the investment in Qualifying Employer Securities and Qualifying Employer Real Property	 	 	80	 
	 
	 	(c)     Participant direction of investments	 	 	81	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 14	 	 	 	 
	 
	 	PARTICIPANT LOANS	 	 	 	 
	 
	 	 	 	 	 	 
	14.1
	 	Default Loan Policy	 	 	83	 
	14.2
	 	Administration of Loan Program	 	 	83	 
	14.3
	 	Availability of Participant Loans	 	 	83	 
	14.4
	 	Reasonable Interest Rate	 	 	83	 
	14.5
	 	Adequate Security	 	 	83	 
	14.6
	 	Periodic Repayment	 	 	84	 
	 
	 	(a)     Unpaid leave of absence	 	 	84	 
	 
	 	(b)     Military leave	 	 	84	 
	14.7
	 	Loan Limitations	 	 	84	 
	14.8
	 	Segregated Investment	 	 	85	 
	14.9
	 	Spousal Consent	 	 	85	 
	14.10
	 	Procedures for Loan Default	 	 	85	 
	14.11
	 	Termination of Employment	 	 	86	 
	 
	 	(a)     Offset of outstanding loan	 	 	86	 
	 
	 	(b)     Direct Rollover	 	 	86	 
	 
	 	(c)     Modified loan policy	 	 	86	 







	 	 	 
	 
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	 	ARTICLE 15	 	 	 	 
	 
	 	INVESTMENT IN LIFE INSURANCE	 	 	 	 
	 
	 	 	 	 	 	 
	15.1
	 	Investment in Life Insurance	 	 	87	 
	15.2
	 	Incidental Life Insurance Rules	 	 	87	 
	 
	 	(a)     Ordinary life insurance policies	 	 	87	 
	 
	 	(b)     Life insurance policies other than ordinary life	 	 	87	 
	 
	 	(c)     Combination of ordinary and other life insurance policies	 	 	87	 
	 
	 	(d)     Exception for certain profit sharing and 401(k) plans	 	 	87	 
	 
	 	(e)     Exception for Employee After-Tax Contributions and Rollover Contributions	 	 	87	 
	15.3
	 	Ownership of Life Insurance Policies	 	 	87	 
	15.4
	 	Evidence of Insurability	 	 	87	 
	15.5
	 	Distribution of Insurance Policies	 	 	87	 
	15.6
	 	Discontinuance of Insurance Policies	 	 	88	 
	15.7
	 	Protection of Insurer	 	 	88	 
	15.8
	 	No Responsibility for Act of Insurer	 	 	88	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 16	 	 	 	 
	 
	 	TOP-HEAVY PLAN REQUIREMENTS	 	 	 	 
	 
	 	 	 	 	 	 
	16.1
	 	In General	 	 	89	 
	16.2
	 	Top-Heavy Plan Consequences	 	 	89	 
	 
	 	(a)     Minimum allocation for Non-Key Employees	 	 	89	 
	 
	 	(b)     Special Top-Heavy Vesting Rules	 	 	91	 
	16.3
	 	Top-Heavy Definitions	 	 	91	 
	 
	 	(a)     Determination Date	 	 	91	 
	 
	 	(b)     Determination Period	 	 	91	 
	 
	 	(c)     Key Employee	 	 	91	 
	 
	 	(d)     Permissive Aggregation Group	 	 	91	 
	 
	 	(e)     Present Value	 	 	91	 
	 
	 	(f)     Required Aggregation Group	 	 	92	 
	 
	 	(g)     Top-Heavy Plan	 	 	92	 
	 
	 	(h)     Top-Heavy Ratio	 	 	92	 
	 
	 	(i)     Total Compensation	 	 	93	 
	 
	 	(j)     Valuation Date	 	 	93	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 17	 	 	 	 
	 
	 	401(k) PLAN PROVISIONS	 	 	 	 
	 
	 	 	 	 	 	 
	17.1
	 	Limitation on the Amount of Section 401(k) Deferrals	 	 	94	 
	 
	 	(a)     In general	 	 	94	 
	 
	 	(b)     Maximum deferral limitation	 	 	94	 
	 
	 	(c)     Correction of Code §402(g) violation	 	 	94	 
	17.2
	 	Nondiscrimination Testing of Section 401(k) Deferrals – ADP Test	 	 	95	 
	 
	 	(a)     ADP Test testing methods	 	 	95	 
	 
	 	(b)     Special rule for first Plan Year	 	 	96	 
	 
	 	(c)     Use of QMACs and QNECs under the ADP Test	 	 	96	 







	 	 	 
	 
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	 	(d)     Correction of Excess Contributions	 	 	96	 
	 
	 	(e)     Adjustment of deferral rate for Highly Compensated Employees	 	 	98	 
	17.3
	 	Nondiscrimination Testing of Employer Matching Contributions and Employee After-Tax	 	 	 	 
	 
	 	Contributions – ACP Test	 	 	98	 
	 
	 	(a)     ACP Test testing methods	 	 	98	 
	 
	 	(b)     Special rule for first Plan Year	 	 	99	 
	 
	 	(c)     Use of Section 401(k) Deferrals and QNECs under the ACP Test	 	 	99	 
	 
	 	(d)     Correction of Excess Aggregate Contributions	 	 	99	 
	 
	 	(e)     Adjustment of contribution rate for Highly Compensated Employees	 	 	101	 
	17.4
	 	Multiple Use Test	 	 	101	 
	 
	 	(a)     Aggregate Limit	 	 	101	 
	 
	 	(b)     Correction of the Multiple Use Test	 	 	101	 
	17.5
	 	Special Testing Rules	 	 	102	 
	 
	 	(a)     Special rule for determining ADP and ACP of Highly Compensated Employee Group	 	 	102	 
	 
	 	(b)     Aggregation of plans	 	 	102	 
	 
	 	(c)     Disaggregation of plans	 	 	102	 
	 
	 	(d)     Special rules for the Prior Year Testing Method	 	 	103	 
	17.6
	 	Safe Harbor 401(k) Plan Provisions	 	 	103	 
	 
	 	(a)     Safe harbor conditions	 	 	103	 
	 
	 	(b)     Deemed compliance with ADP Test	 	 	107	 
	 
	 	(c)     Deemed compliance with ACP Test	 	 	107	 
	 
	 	(d)     Rules for applying the ACP Test	 	 	108	 
	 
	 	(e)     Aggregated plans	 	 	108	 
	 
	 	(f)     First year of plan	 	 	108	 
	17.7
	 	Definitions	 	 	108	 
	 
	 	(a)     ACP - Average Contribution Percentage	 	 	108	 
	 
	 	(b)     ADP - Average Deferral Percentage	 	 	108	 
	 
	 	(c)     Excess Aggregate Contributions	 	 	108	 
	 
	 	(d)     Excess Contributions	 	 	109	 
	 
	 	(e)     Highly Compensated Employee Group	 	 	109	 
	 
	 	(f)     Nonhighly Compensated Employee Group	 	 	109	 
	 
	 	(g)     QMACs – Qualified Matching Contribution	 	 	109	 
	 
	 	(h)     QNECs – Qualified Nonelective Contributions	 	 	109	 
	 
	 	(i)     Testing Compensation	 	 	109	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 18	 	 	 	 
	 
	 	PLAN AMENDMENTS AND TERMINATION	 	 	 	 
	 
	 	 	 	 	 	 
	18.1
	 	Plan Amendments	 	 	110	 
	 
	 	(a)     Amendment by the Prototype Sponsor	 	 	110	 
	 
	 	(b)     Amendment by the Employer	 	 	110	 
	 
	 	(c)     Protected Benefits	 	 	111	 
	18.2
	 	Plan Termination	 	 	111	 
	 
	 	(a)     Full and immediate vesting	 	 	111	 
	 
	 	(b)     Distribution procedures	 	 	111	 







	 	 	 
	 
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	 	(c)     Termination upon merger, liquidation or dissolution of the Employer	 	 	112	 
	18.3
	 	Merger or Consolidation	 	 	112	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 19	 	 	 	 
	 
	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	19.1
	 	Exclusive Benefit	 	 	113	 
	19.2
	 	Return of Employer Contributions	 	 	113	 
	 
	 	(a)     Mistake of fact	 	 	113	 
	 
	 	(b)     Disallowance of deduction	 	 	113	 
	 
	 	(c)     Failure to initially qualify	 	 	113	 
	19.3
	 	Alienation or Assignment	 	 	113	 
	19.4
	 	Participants’ Rights	 	 	113	 
	19.5
	 	Military Service	 	 	113	 
	19.6
	 	Paired Plans	 	 	113	 
	19.7
	 	Annuity Contract	 	 	114	 
	19.8
	 	Use of IRS compliance programs	 	 	114	 
	19.9
	 	Loss of Prototype Status	 	 	114	 
	19.10
	 	Governing Law	 	 	114	 
	19.11
	 	Waiver of Notice	 	 	114	 
	19.12
	 	Use of Electronic Media	 	 	114	 
	19.13
	 	Severability of Provisions	 	 	114	 
	19.14
	 	Binding Effect	 	 	114	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 20	 	 	 	 
	 
	 	GUST ELECTIONS AND EFFECTIVE DATES	 	 	 	 
	 
	 	 	 	 	 	 
	20.1
	 	GUST Effective Dates	 	 	115	 
	20.2
	 	Highly Compensated Employee Definition	 	 	115	 
	 
	 	(a)     Top-Paid Group Test	 	 	115	 
	 
	 	(b)     Calendar Year Election	 	 	115	 
	 
	 	(c)     Old-Law Calendar Year Election	 	 	115	 
	20.3
	 	Required Minimum Distributions	 	 	116	 
	20.4
	 	$5,000 Involuntary Distribution Threshold	 	 	116	 
	20.5
	 	Repeal of Family Aggregation for Allocation Purposes	 	 	116	 
	20.6
	 	ADP/ACP Testing Methods	 	 	116	 
	20.7
	 	Safe Harbor 401(k) Plan	 	 	116	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 21	 	 	 	 
	 
	 	PARTICIPATION BY RELATED EMPLOYERS (CO-SPONSORS)	 	 	 	 
	 
	 	 	 	 	 	 
	21.1
	 	Co-Sponsor Adoption Page	 	 	117	 
	21.2
	 	Participation by Employees of Co-Sponsor	 	 	117	 
	21.3
	 	Allocation of Contributions and Forfeitures	 	 	117	 
	21.4
	 	Co-Sponsor No Longer a Related Employer	 	 	117	 
	 
	 	(a)     Manner of discontinuing participation	 	 	117	 
	 
	 	(b)     Multiple employer plan	 	 	117	 
	21.5
	 	Special Rules for Standardized Agreements	 	 	117	 







	 	 	 
	 
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	 	(a)     New Related Employer	 	 	118	 
	 
	 	(b)     Former Related Employer	 	 	118	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 22	 	 	 	 
	 
	 	PLAN DEFINITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	22.1
	 	Account	 	 	119	 
	22.2
	 	Account Balance	 	 	119	 
	22.3
	 	Accrued Benefit	 	 	119	 
	22.4
	 	ACP -- Average Contribution Percentage	 	 	119	 
	22.5
	 	ACP Test -- Actual Contribution Percentage Test	 	 	119	 
	22.6
	 	Actual Hours Crediting Method	 	 	119	 
	22.7
	 	Adoption Agreement	 	 	119	 
	22.8
	 	ADP -- Average Deferral Percentage	 	 	119	 
	22.9
	 	ADP Test -- Actual Deferral Percentage Test	 	 	119	 
	22.10
	 	Agreement	 	 	119	 
	22.11
	 	Aggregate Limit	 	 	119	 
	22.12
	 	Alternate Payee	 	 	119	 
	22.13
	 	Anniversary Year Method	 	 	119	 
	22.14
	 	Anniversary Years	 	 	119	 
	22.15
	 	Annual Additions	 	 	120	 
	22.16
	 	Annual Additions Limitation	 	 	120	 
	22.17
	 	Annuity Starting Date	 	 	120	 
	22.18
	 	Applicable Life Expectancy	 	 	120	 
	22.19
	 	Applicable Percentage	 	 	120	 
	22.20
	 	Average Compensation	 	 	120	 
	22.21
	 	Averaging Period	 	 	120	 
	22.22
	 	Balance Forward Method	 	 	120	 
	22.23
	 	Basic Plan Document	 	 	120	 
	22.24
	 	Beneficiary	 	 	120	 
	22.25
	 	BPD	 	 	120	 
	22.26
	 	Break-in-Service - Eligibility	 	 	120	 
	22.27
	 	Break-in-Service - Vesting	 	 	120	 
	22.28
	 	Calendar Year Election	 	 	120	 
	22.29
	 	Cash-Out Distribution	 	 	120	 
	22.30
	 	Code	 	 	120	 
	22.31
	 	Code §415 Safe Harbor Compensation	 	 	121	 
	22.32
	 	Compensation Dollar Limitation	 	 	121	 
	22.33
	 	Co-Sponsor	 	 	121	 
	22.34
	 	Co-Sponsor Adoption Page	 	 	121	 
	22.35
	 	Covered Compensation	 	 	121	 
	22.36
	 	Cumulative Disparity Limit	 	 	121	 
	22.37
	 	Current Year Testing Method	 	 	121	 
	22.38
	 	Custodian	 	 	121	 
	22.39
	 	Davis-Bacon Act Service	 	 	121	 







	 	 	 
	 
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	22.40
	 	Davis-Bacon Contribution Formula	 	 	121	 
	22.41
	 	Defined Benefit Plan	 	 	121	 
	22.42
	 	Defined Benefit Plan Fraction	 	 	122	 
	22.43
	 	Defined Contribution Plan	 	 	122	 
	22.44
	 	Defined Contribution Plan Dollar Limitation	 	 	122	 
	22.45
	 	Defined Contribution Plan Fraction	 	 	122	 
	22.46
	 	Designated Beneficiary	 	 	122	 
	22.47
	 	Determination Date	 	 	122	 
	22.48
	 	Determination Period	 	 	122	 
	22.49
	 	Determination Year	 	 	122	 
	22.50
	 	Directed Account	 	 	122	 
	22.51
	 	Directed Trustee	 	 	122	 
	22.52
	 	Direct Rollover	 	 	122	 
	22.53
	 	Disabled	 	 	122	 
	22.54
	 	Discretionary Trustee	 	 	122	 
	22.55
	 	Distribution Calendar Year	 	 	122	 
	22.56
	 	Distribution Commencement Date	 	 	122	 
	22.57
	 	Early Retirement Age	 	 	122	 
	22.58
	 	Earned Income	 	 	122	 
	22.59
	 	Effective Date	 	 	123	 
	22.60
	 	Elapsed Time Method	 	 	123	 
	22.61
	 	Elective Deferrals	 	 	123	 
	22.62
	 	Eligibility Computation Period	 	 	123	 
	22.63
	 	Eligible Participant	 	 	123	 
	22.64
	 	Eligible Rollover Distribution	 	 	123	 
	22.65
	 	Eligible Retirement Plan	 	 	123	 
	22.66
	 	Employee	 	 	123	 
	22.67
	 	Employee After-Tax Contribution Account	 	 	124	 
	22.68
	 	Employee After-Tax Contributions	 	 	124	 
	22.69
	 	Employer	 	 	124	 
	22.70
	 	Employer Contribution Account	 	 	124	 
	22.71
	 	Employer Contributions	 	 	124	 
	22.72
	 	Employer Matching Contribution Account	 	 	124	 
	22.73
	 	Employer Matching Contributions	 	 	124	 
	22.74
	 	Employer Nonelective Contributions	 	 	124	 
	22.75
	 	Employment Commencement Date	 	 	124	 
	22.76
	 	Employment Period	 	 	124	 
	22.77
	 	Entry Date	 	 	124	 
	22.78
	 	Equivalency Method	 	 	124	 
	22.79
	 	ERISA	 	 	124	 
	22.80
	 	Excess Aggregate Contributions	 	 	124	 
	22.81
	 	Excess Amount	 	 	124	 
	22.82
	 	Excess Compensation	 	 	124	 
	22.83
	 	Excess Contributions	 	 	125	 







	 	 	 
	 
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	22.84
	 	Excess Deferrals	 	 	125	 
	22.85
	 	Excluded Employee	 	 	125	 
	22.86
	 	Fail-Safe Coverage Provision	 	 	125	 
	22.87
	 	Favorable IRS Letter	 	 	125	 
	22.88
	 	Five-Percent Owner	 	 	125	 
	22.89
	 	Five-Year Forfeiture Break in Service	 	 	125	 
	22.90
	 	Flat Benefit	 	 	125	 
	22.91
	 	Flat Excess Benefit	 	 	125	 
	22.92
	 	Flat Offset Benefit	 	 	125	 
	22.93
	 	Former Related Employer	 	 	125	 
	22.94
	 	Four-Step Formula	 	 	125	 
	22.95
	 	General Trust Account	 	 	125	 
	22.96
	 	GUST Legislation	 	 	125	 
	22.97
	 	Hardship	 	 	125	 
	22.98
	 	Highest Average Compensation	 	 	125	 
	22.99
	 	Highly Compensated Employee	 	 	125	 
	 
	 	(a)     Definition	 	 	125	 
	 
	 	(b)     Other Definitions	 	 	126	 
	 
	 	(c)     Application of Highly Compensated Employee definition	 	 	126	 
	22.100
	 	Highly Compensated Employee Group	 	 	126	 
	22.101
	 	Hour of Service	 	 	126	 
	 
	 	(a)     Performance of duties	 	 	126	 
	 
	 	(b)     Nonperformance of duties	 	 	126	 
	 
	 	(c)     Back pay award	 	 	127	 
	 
	 	(d)     Related Employers/Leased Employees	 	 	127	 
	 
	 	(e)     Maternity/paternity leave	 	 	127	 
	22.102
	 	Included Compensation	 	 	127	 
	22.103
	 	Insurer	 	 	128	 
	22.104
	 	Integrated Benefit Formula	 	 	128	 
	22.105
	 	Integration Level	 	 	128	 
	22.106
	 	Investment Manager	 	 	128	 
	22.107
	 	Key Employee	 	 	128	 
	22.108
	 	Leased Employee	 	 	128	 
	22.109
	 	Life Expectancy	 	 	128	 
	22.110
	 	Limitation Year	 	 	128	 
	22.111
	 	Lookback Year	 	 	128	 
	22.112
	 	Maximum Disparity Percentage	 	 	128	 
	22.113
	 	Maximum Offset Percentage	 	 	128	 
	22.114
	 	Maximum Permissible Amount	 	 	128	 
	22.115
	 	Measuring Period	 	 	128	 
	22.116
	 	Multiple Use Test	 	 	128	 
	22.117
	 	Named Fiduciary	 	 	128	 
	22.118
	 	Net Profits	 	 	128	 
	22.119
	 	New Related Employer	 	 	128	 







	 	 	 
	 
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	22.120
	 	Nonhighly Compensated Employee	 	 	129	 
	22.121
	 	Nonhighly Compensated Employee Group	 	 	129	 
	22.122
	 	Nonintegrated Benefit Formula	 	 	129	 
	22.123
	 	Non-Key Employee	 	 	129	 
	22.124
	 	Nonresident Alien Employees	 	 	129	 
	22.125
	 	Nonstandardized Agreement	 	 	129	 
	22.126
	 	Normal Retirement Age	 	 	129	 
	22.127
	 	Offset Compensation	 	 	129	 
	22.128
	 	Offset Benefit Formula	 	 	129	 
	22.129
	 	Old-Law Calendar Year Election	 	 	129	 
	22.130
	 	Old-Law Required Beginning Date	 	 	129	 
	22.131
	 	Owner-Employee	 	 	129	 
	22.132
	 	Paired Plans	 	 	129	 
	22.133
	 	Participant	 	 	129	 
	22.134
	 	Period of Severance	 	 	129	 
	22.135
	 	Permissive Aggregation Group	 	 	129	 
	22.136
	 	Permitted Disparity Method	 	 	129	 
	22.137
	 	Plan	 	 	129	 
	22.138
	 	Plan Administrator	 	 	130	 
	22.139
	 	Plan Year	 	 	130	 
	22.140
	 	Pre-Age 35 Waiver	 	 	130	 
	22.141
	 	Predecessor Employer	 	 	130	 
	22.142
	 	Predecessor Plan	 	 	130	 
	22.143
	 	Present Value	 	 	130	 
	22.144
	 	Present Value Stated Benefit	 	 	130	 
	22.145
	 	Prior Year Testing Method	 	 	130	 
	22.146
	 	Pro Rata Allocation Method	 	 	130	 
	22.147
	 	Projected Annual Benefit	 	 	130	 
	22.148
	 	Protected Benefit	 	 	130	 
	22.149
	 	Prototype Plan	 	 	130	 
	22.150
	 	Prototype Sponsor	 	 	130	 
	22.151
	 	QDRO -- Qualified Domestic Relations Order	 	 	130	 
	22.152
	 	QJSA -- Qualified Joint and Survivor Annuity	 	 	130	 
	22.153
	 	QMAC Account	 	 	130	 
	22.154
	 	QMACs -- Qualified Matching Contributions	 	 	130	 
	22.155
	 	QNEC Account	 	 	131	 
	22.156
	 	QNECs -- Qualified Nonelective Contributions	 	 	131	 
	22.157
	 	QPSA -- Qualified Preretirement Survivor Annuity	 	 	131	 
	22.158
	 	QPSA Election Period	 	 	131	 
	22.159
	 	Qualified Election	 	 	131	 
	22.160
	 	Qualified Transfer	 	 	131	 
	22.161
	 	Qualifying Employer Real Property	 	 	131	 
	22.162
	 	Qualifying Employer Securities	 	 	131	 
	22.163
	 	Reemployment Commencement Date	 	 	131	 






	 	 	 
	 
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	22.164
	 	Related Employer	 	 	131	 
	22.165
	 	Required Aggregation Group	 	 	131	 
	22.166
	 	Required Beginning Date	 	 	131	 
	22.167
	 	Reverse QNEC Method	 	 	131	 
	22.168
	 	Rollover Contribution Account	 	 	131	 
	22.169
	 	Rollover Contribution	 	 	131	 
	22.170
	 	Rule of Parity Break in Service	 	 	131	 
	22.171
	 	Safe Harbor 401(k) Plan	 	 	131	 
	22.172
	 	Safe Harbor Contribution	 	 	131	 
	22.173
	 	Safe Harbor Matching Contribution Account	 	 	131	 
	22.174
	 	Safe Harbor Matching Contributions	 	 	132	 
	22.175
	 	Safe Harbor Nonelective Contribution Account	 	 	132	 
	22.176
	 	Safe Harbor Nonelective Contributions	 	 	132	 
	22.177
	 	Salary Reduction Agreement	 	 	132	 
	22.178
	 	Section 401(k) Deferral Account	 	 	132	 
	22.179
	 	Section 401(k) Deferrals	 	 	132	 
	22.180
	 	Self-Employed Individual	 	 	132	 
	22.181
	 	Shareholder-Employee	 	 	132	 
	22.182
	 	Shift-to-Plan-Year Method	 	 	132	 
	22.183
	 	Short Plan Year	 	 	132	 
	22.184
	 	Social Security Retirement Age	 	 	132	 
	22.185
	 	Standardized Agreement	 	 	132	 
	22.186
	 	Stated Benefit	 	 	132	 
	22.187
	 	Straight Life Annuity	 	 	132	 
	22.188
	 	Successor Plan	 	 	133	 
	22.189
	 	Taxable Wage Base	 	 	133	 
	22.190
	 	Testing Compensation	 	 	133	 
	22.191
	 	Theoretical Reserve	 	 	133	 
	22.192
	 	Three Percent Method	 	 	133	 
	22.193
	 	Top-Paid Group	 	 	133	 
	22.194
	 	Top-Paid Group Test	 	 	133	 
	22.195
	 	Top-Heavy Plan	 	 	133	 
	22.196
	 	Top-Heavy Ratio	 	 	133	 
	22.197
	 	Total Compensation	 	 	133	 
	 
	 	(a)     W-2 Wages	 	 	133	 
	 
	 	(b)     Withholding Wages	 	 	133	 
	 
	 	(c)     Code §415 Safe Harbor Compensation	 	 	133	 
	22.198
	 	Transfer Account	 	 	134	 
	22.199
	 	Trust	 	 	134	 
	22.200
	 	Trustee	 	 	134	 
	22.201
	 	Two-Step Formula	 	 	134	 
	22.202
	 	Union Employee	 	 	134	 
	22.203
	 	Unit Benefit	 	 	134	 
	22.204
	 	Unit Excess Benefit	 	 	134	 







	 	 	 
	 
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	22.205
	 	Unit Offset Benefit	 	 	134	 
	22.206
	 	Valuation Date	 	 	134	 
	22.207
	 	Vesting Computation Period	 	 	134	 
	22.208
	 	W-2 Wages	 	 	135	 
	22.209
	 	Withholding Wages	 	 	135	 
	22.210
	 	Year of Participation	 	 	135	 
	22.211
	 	Year of Service	 	 	135	 






	 	 	 
	 
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	 	Basic Plan Document







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ARTICLE 1

PLAN ELIGIBILITY AND PARTICIPATION




This Article contains the rules for determining when an Employee becomes eligible to participate in
the Plan. Part 1 and Part 2 of the Agreement contain specific elections for applying these Plan
eligibility and participation rules. Article 6 of this BPD and Part 7 of the Agreement contain
special service crediting elections to override the default provisions under this Article.





	1.1  	Eligibility for Plan Participation. An Employee who satisfies the Plan’s minimum age and
service conditions (as elected in Part 1, #5 of the Agreement) is eligible to participate in
the Plan beginning on the Entry Date selected in Part 2 of the Agreement, unless he/she is
specifically excluded from participation under Part 1, #4 of the Agreement. An Employee who
has satisfied the Plan’s minimum age and service conditions and is employed on his/her Entry
Date is referred to as an Eligible Participant. (See Section 1.7 below for the rules regarding
an Employee who terminates employment prior to his/her Entry Date.) An Employee who is
excluded from participation under Part 1, #4 of the Agreement is referred to as an Excluded
Employee.
	 
	1.2  	Excluded Employees. Unless specifically excluded under Part 1, #4 of the Agreement, all
Employees of the Employer are entitled to participate under the Plan upon becoming an Eligible
Participant. Any Employee who is excluded under Part 1, #4 of the Agreement may not
participate under the Plan, unless such Excluded Employee subsequently becomes a member of an
eligible class of Employees. (See Section 1.8(b) of this Article for rules regarding an
Excluded Employee’s entry into the Plan if he/she subsequently becomes a member of an eligible
class of Employees.)






The Employer may elect under Part 1, #4 of the 401(k) Agreement to exclude different groups
of Employees for Section 401(k) Deferrals, Employer Matching Contributions, and Employer
Nonelective Contributions. Unless provided otherwise under Part 1, #4.f. of the
Nonstandardized 401(k) Agreement, for purposes of determining the Excluded Employees, any
selection made with respect to Section 401(k) Deferrals also will apply to any Employee
After-Tax Contributions and any Safe Harbor Contributions; any selections made with respect
to Employer Matching Contributions also will apply to any Qualified Matching Contributions
(QMACs); and any selections made with respect to Employer Nonelective Contributions also
will apply to any Qualified Nonelective Contributions (QNECs).




	 	(a)  	Independent contractors. Any individual who is an independent contractor, or
who performs services with the Employer under an agreement that identifies the
individual as an independent contractor, is specifically excluded from the
Nonstandardized Plan. In the event the Internal Revenue Service (IRS) retroactively
reclassifies such an individual as an Employee, the reclassified Employee will become
an Eligible Participant on the date the IRS issues a final determination regarding
his/her employment status (or the individual’s Entry Date, if later), unless the
individual is otherwise excluded from participation under Part 1, #4 of the
Nonstandardized Agreement. For periods prior to the date of such final determination,
the reclassified Employee will not have any rights to accrued benefits under the Plan,
except as agreed to by the Employer and the IRS, or as set forth in an amendment
adopted by the Employer.
	 
	 	(b)  	Leased Employees. If an individual is a Leased Employee, such individual is treated
as an Employee of the Employer and may participate under the Plan upon satisfying
the Plan’s minimum age and service conditions, unless the Employer elects to exclude
Leased Employees from participation under Part 1, #4.d. of the Nonstandardized
Agreement.






	 	(1)  	Definition of Leased Employee. Effective for Plan Years
beginning after December 31, 1996, a Leased Employee, as defined in Code
§414(n), is an individual who performs services for the Employer on a
substantially full time basis for a period of at least one year pursuant to an
agreement between the Employer and a leasing organization, provided such
services are performed under the primary direction or control of the recipient
Employer. For Plan Years beginning before January 1, 1997, the definition of
Leased Employee is as defined under Code §414(n), as in effect for such years.
	 
	 	(2)  	Credit for benefits. If a Leased Employee receives
contributions or benefits under a plan maintained by the leasing organization
that are attributable to services performed for the Employer, such
contributions or benefits shall be treated as provided by the Employer.
	 
	 	(3)  	Safe harbor plan. A Leased Employee will not be considered an
Employee of the Employer if such Leased Employee is covered by a money purchase
plan of the leasing organization which provides: (i) a nonintegrated employer
contribution of at least 10% of compensation, (ii) immediate participation, and
(iii) full and immediate vesting. For this paragraph to apply, Leased Employees
must not constitute more than 20% of the total Nonhighly Compensated Employees
of the Employer.





	 	 	 
	 
	©
Copyright 2001 SunTrust Bank

	 	Basic Plan Document






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	1.3  	Employees of Related Employers. Employees of the Employer that executes the Signature Page of
the Agreement and Employees of any Related Employer that executes a Co-Sponsor Adoption Page
under the Agreement are eligible to participate in this Plan.






	 	(a)  	Nonstandardized Agreement. In a Nonstandardized Agreement, a Related Employer is
not required to execute a Co-Sponsor Adoption Page. However, Employees of a Related
Employer that does not execute a Co-Sponsor Adoption Page are not eligible to
participate in the Plan.
	 
	 	(b)  	Standardized Agreement. In a Standardized Agreement, Employees of all Related
Employers are eligible to participate under the Plan upon satisfying any required
minimum age and/or service conditions (unless otherwise excluded under Part 1, #4 of
the Agreement). All Related Employers (who have Employees who may be eligible under the
Plan) must execute a Co-Sponsor Adoption Page under the Agreement, so the Employees of
such Related Employers are eligible to become Participants in the Plan. (See Article 21
for applicable rules if a Related Employer does not sign the Co-Sponsor Adoption Page
and the effect of an acquisition or disposition transaction that is described in Code
§410(b)(6)(C).)






	1.4  	Minimum Age and Service Conditions. Part 1, #5 of the Agreement contains specific elections as to the minimum age
and service conditions which an Employee must satisfy prior to becoming eligible to
participate under the Plan. An Employee may be required to attain a specific age or to
complete a certain amount of service with the Employer prior to commencing participation
under the Plan. If no minimum age or service conditions apply to a particular contribution
(i.e., the Employer elects “None” under Part 1, #5.a. of the Agreement), an Employee is
treated as satisfying the Plan’s eligibility requirements on the individual’s Employment
Commencement Date.






Different age and service conditions may be selected under Part 1, #5 of the 401(k)
Agreement for Section 401(k) Deferrals, Employer Matching Contributions, and Employer
Nonelective Contributions. For purposes of applying the eligibility conditions under Part 1,
#5, any selection made with respect to Section 401(k) Deferrals also will apply to any
Employee After-Tax Contributions; any selections made with respect to Employer Matching
Contributions also will apply to any Qualified Matching Contributions (QMACs); and any
selections made with respect to Employer Nonelective Contributions also will apply to any
Qualified Nonelective Contributions (QNECs), unless otherwise provided under Part 1, #5.f.
of the Nonstandardized 401(k) Agreement. In addition, any eligibility conditions selected
with respect to Section 401(k) Deferrals also will apply to any Safe Harbor Contributions
designated under Part 4E of the 401(k) Agreement, unless otherwise provided under Part 4E,
#30.d. of the 401(k) Agreement. If different conditions apply for different contributions,
the rules in this Article for determining when an Employee is an Eligible Participant are
applied separately with respect to each set of eligibility conditions.




	 	(a)  	Maximum permissible age and service conditions. Code §410(a) provides limits on
the maximum permissible age and service conditions that may be required prior to Plan
participation. The Employer may not require an Employee, as a condition of Plan
participation, to attain an age older than age 21. The Employer also may not require an
Employee to complete more than one Year of Service, unless the Employer elects full and
immediate vesting under Part 6 of the Agreement, in which case the Employer may require
an Employee to complete up to two Years of Service. (The Employer may not require an
Employee to complete more than one Year of Service to be eligible to make Section
401(k) Deferrals under the 401(k) Agreement.)
	 
	 	(b)  	Year of Service. Unless the Employer elects otherwise under Part 7, #23 of the
Agreement [Part 7, #41 of the 401(k) Agreement], an Employee will earn one Year of
Service for purposes of applying the eligibility rules under this Article if the
Employee completes at least 1,000 Hours of Service with the Employer during an
Eligibility Computation Period (as defined in subsection (c) below). An Employee will
receive credit for a Year of Service, as of the end of the Eligibility Computation
Period, if the Employee completes the required Hours of Service during such period,
even if the Employee is not employed for the entire period. In calculating an
Employee’s Hours of Service for purposes of applying the eligibility rules under this
Article, the Employer will use the Actual Hours Crediting Method, unless elected
otherwise under Part 7 of the Agreement. (See Article 6 of this BPD for a description
of alternative service crediting methods.)
	 
	 	(c)  	Eligibility Computation Periods. For purposes of determining Years of Service
under this Article, an Employee’s initial Eligibility Computation Period is the
12-month period beginning on the Employee’s Employment Commencement Date. If one Year
of Service is required for eligibility, and the Employee is not credited with a Year of
Service for the first Eligibility Computation Period, subsequent Eligibility
Computation Periods are calculated under the Shift-to-Plan-Year Method, unless the
Employer elects under Part 7, #24.a. of the Agreement [Part 7, #42.a. of the 401(k)
Agreement] to use the Anniversary Year Method. If two Years of Service are required
for eligibility, subsequent Eligibility Computation Periods are measured on the
Anniversary Year Method, unless the Employer elects under Part 7, #24.b. of the
Agreement [Part 7, #42.b. of the 401(k) Agreement] to use the Shift-to-Plan-Year
Method. In the case of a 401(k) Agreement in which a two Years of Service
eligibility condition is used for either Employer Matching Contributions or Employer
Nonelective Contributions, the method used to determine Eligibility Computation
Periods for the two Years of Service condition also will apply to any one Year of
Service eligibility condition used with respect to any other contributions under the
Plan.





	 	 	 
	 
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Plan Document

	 	© Copyright 2001 SunTrust
Bank






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	 	(1)  	Shift-to-Plan-Year Method. Under the Shift-to-Plan-Year Method,
after the initial Eligibility Computation Period, subsequent Eligibility
Computation Periods are measured using the Plan Year. In applying the
Shift-to-Plan-Year Method, the first Eligibility Computation Period following
the shift to the Plan Year is the first Plan Year that commences after the
Employee’s Employment Commencement Date. See Section 11.7 for rules that apply
if there is a short Plan Year.
	 
	 	(2)  	Anniversary Year Method. Under the Anniversary Year Method,
after the initial Eligibility Computation Period, each subsequent Eligibility
Computation Period is the 12-month period commencing with the anniversary of
the Employee’s Employment Commencement Date.






	 	(d)  	Application of eligibility rules.






	 	(1)  	General rule – Effective Date. All Employees who have satisfied
the conditions for being an Eligible Participant (and have reached their Entry
Date (as determined under Part 2 of the Agreement)) as of the Effective Date of
the Plan are eligible to participate in the Plan as of the Effective Date
(provided the Employee is employed on such date and is not otherwise excluded
from participation under Part 1, #4 of the Agreement). If an Employee has
satisfied all the conditions for being an Eligible Participant as of the
Effective Date of the Plan, except the Employee has not yet reached his/her
Entry Date, the Employee will become an Eligible Participant on the appropriate
Entry Date in accordance with this Article.
	 
	 	(2)  	Dual eligibility provision. The Employer may modify the rule
described in subsection (1) above by electing under Part 1, #6.a. of the
Nonstandardized Agreement [Part 1, #6 of the Standardized Agreement] to treat
all Employees employed on the Effective Date of the Plan as Eligible
Participants as of such date. Alternatively, the Employer may elect under Part
1, #6.b. of the Nonstandardized Agreement to apply the dual eligibility
provision as of a specified date. Any Employee employed as of a date designated
under Part 1, #6 will be deemed to be an Eligible Participant as of the later
of such date or the Effective Date of this Plan, whether or not the Employee
has otherwise satisfied the eligibility conditions designated under Part 1, #5
and whether or not the Employee has otherwise reached his/her Entry Date (as
designated under Part 2 of the Agreement). Thus, all eligible Employees
employed on the date designated under Part 1, #6 will commence participating
under the Plan as of the appropriate date.






	 	(e)  	Amendment of age and service requirements. If the Plan’s minimum age and
service conditions are amended, an Employee who is an Eligible Participant immediately
prior to the effective date of the amendment is deemed to satisfy the amended
requirements. This provision may be modified under the special Effective Date
provisions under Appendix A of the Agreement.






	1.5  	Entry Dates. Part 2 of the Agreement contains specific elections regarding the Entry Dates
under the Plan. An Employee’s Entry Date is the date as of which he/she is first considered an
Eligible Participant. Depending on the elections in Part 2 of the Agreement, the Entry Date
may be the exact date on which an Employee completes the Plan’s age and service conditions, or
it might be some date that occurs before or after such conditions are satisfied. If an
Employee is excluded from participation under Part 1, #4 of the Agreement, see the rules
under Section 1.8 of this Article.






The Employer may elect under Part 2 of the 401(k) Agreement to apply different Entry Dates
for Section 401(k) Deferrals, Employer Matching Contributions, and Employer Nonelective
Contributions. Unless provided otherwise in Part 2, #8.f. of the Nonstandardized 401(k)
Agreement, the Entry Date chosen for Section 401(k) Deferrals also applies to any Employee
After-Tax Contributions and to any Safe Harbor Contributions designated under Part 4E of the
Agreement; the Entry Date chosen for Employer Matching Contributions also applies to any
Qualified Matching Contributions (QMACs); and the Entry Date chosen for Employer Nonelective
Contributions also applies to any Qualified Nonelective Contributions (QNECs).




	 	(a)  	Entry Date requirements. Except as provided under Section 1.4(d)(2) above, an
Employee (other than an Excluded Employee) commences participation under the Plan
(i.e., becomes an Eligible Participant) as of the Entry Date selected in Part 2 of the
Agreement, provided the individual is employed by the Employer on that Entry Date. (See
Section 1.7 below for the rules applicable to Employees who are not employed on the
Entry Date.) In no event may an Eligible Participant’s Entry Date be later than: (1)
the first day of the Plan Year beginning after the date on which the Eligible
Participant satisfies the maximum permissible minimum age and service conditions
described in Section 1.4, or (2) six months after the date the Eligible Participant
satisfies such age and service conditions.
	 
	 	(b)  	Single annual Entry Date. If the Employer elects a single annual Entry Date
under Part 2, #8 of the Agreement, the maximum permissible age and service conditions
described in Section 1.4 above are reduced by one-half (1/2) year, unless: (1) the
Employer elects under Part 2, #7.c. of the Agreement to use the Entry





	 	 	 
	 
	©
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	 	Basic Plan Document






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Date nearest the
date the Employee satisfies the Plan’s minimum age and service conditions and the Entry
Date is the first day of the Plan Year or (2) the Employer elects under Part 2, #7.d.
of the Agreement to use the Entry Date preceding the date the Employee satisfies the
Plan’s minimum age and service conditions.




	1.6  	Eligibility Break in Service Rules. For purposes of eligibility to participate, an Employee
is credited with all Years of Service earned with the Employer, except as provided under the
following Break in Service rules. In applying these Break in Service rules, Years of Service
and Breaks in Service (as defined in Section 22.26) are measured on the same Eligibility
Computation Period as defined in Section 1.4(c) above.






	 	(a)  	Rule of Parity Break in Service. This Break in Service rule applies only to
Participants who are totally nonvested (i.e., 0% vested) in their Employer Contribution
Account and Employer Matching Contribution Account, as applicable. Under this Break in
Service rule, if a nonvested Participant incurs a period of consecutive one-year Breaks
in Service which equals or exceeds the greater of five (5) or the Participant’s
aggregate number of Years of Service with the Employer, all service earned prior to the
consecutive Break in Service period will be disregarded and the Participant will be
treated as a new Employee for purposes of
determining eligibility under the Plan. The Employer may elect under Part 7, #27 of
the Agreement [Part 7, #45 of the 401(k) Agreement] not to apply the Rule of Parity
Break in Service rule.






	 	(1)  	Previous application of the Rule of Parity Break in Service
rule. In determining a Participant’s aggregate Years of Service for purposes of
applying the Rule of Parity Break in Service, any Years of Service otherwise
disregarded under a previous application of this rule are disregarded.
	 
	 	(2)  	Application to the 401(k) Agreement. The Rule of Parity Break
in Service rule applies only to determine the individual’s right to resume as
an Eligible Participant with respect to his/her Employer Contribution Account
and/or Employer Matching Contribution Account. In determining whether a
Participant is totally nonvested for purposes of applying the Rule of Parity
Break in Service rule, the Participant’s Section 401(k) Deferral Account,
Employee After-Tax Contribution Account, QMAC Account, QNEC Account, Safe
Harbor Nonelective Contribution Account, Safe Harbor Matching Contribution
Account, and Rollover Contribution Account are disregarded.






	 	(b)  	One-year Break in Service rule for Plans using a two Years of Service
eligibility condition. If the Employer elects to use the two Years of Service
eligibility condition under Part 1, #5.e. of the Agreement, any Employee who incurs a
one-year Break in Service before satisfying the two Years of Service eligibility
condition will not be credited with service earned before such one-year Break in
Service.
	 
	 	(c)  	One-year holdout Break in Service rule. The one-year holdout Break in Service
rule will not apply unless the Employer specifically elects in Part 7, #27.b. of the
Nonstandardized Agreement [Part 7, #45.b. of the Nonstandardized 401(k) Agreement] to
have it apply. If the one-year holdout Break in Service rule is elected, an Employee
who has a one-year Break in Service will not be credited for eligibility purposes with
any Years of Service earned before such one-year Break in Service until the Employee
has completed a Year of Service after the one-year Break in Service. (The one-year
holdout Break in Service rule does not apply under the Standardized Agreements.)






	 	(1)  	Operating rules. An Employee who is precluded from receiving
Employer Contributions (other than Section 401(k) Deferrals) as a result of the
one-year holdout Break in Service rule, and who completes a Year of Service
following the Break in Service, is reinstated as an Eligible Participant as of
the first day of the 12-month measuring period (determined under subsection (2)
or (3) below) during which the Employee completes the Year of Service. Unless
otherwise selected under Part 7, #45.b.(1)(b) of the Nonstandardized 401(k)
Agreement, the one-year holdout Break in Service rule does not apply to
preclude an otherwise Eligible Participant from making Section 401(k) Deferrals
to the Plan. If the Employer elects under Part 7, #45.b.(1)(b) of the
Nonstandardized 401(k) Agreement to have the one-year holdout Break in Service
rule apply to Section 401(k) Deferrals, an Employee who is precluded from
making Section 401(k) Deferrals as a result of this Break in Service rule is
re-eligible to make Section 401(k) Deferrals immediately upon completing 1,000
Hours of Service with the Employer during a subsequent measuring period (as
determined under subsection (2) or (3) below). No corrective action need be
taken by the Employer as a result of the failure to retroactively permit the
Employee to make Section 401(k) Deferrals.
	 
	 	(2)  	Plans using the Shift-to-Plan-Year Method. If the Plan uses the
Shift-to-Plan-Year Method (as defined in Section 1.4(c)(1)) for measuring Years
of Service, the period for determining whether an Employee completes a Year of
Service following the one-year Break in Service is the 12-month period
commencing on the Employee’s Reemployment Commencement Date and, if necessary,
subsequent Plan Years beginning with the Plan Year which includes the first
anniversary of the Employee’s Reemployment Commencement Date.





	 	 	 
	 
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	 	© Copyright 2001 SunTrust
Bank






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	 	(3)  	Plans using Anniversary Year Method. If the Plan uses the
Anniversary Year Method (as defined in Section 1.4(c)(2)) for measuring Years
of Service, the period for determining whether an Employee completes a Year of
Service following the one-year Break in Service is the 12-month period which
commences on the Employee’s Reemployment Commencement Date and, if necessary,
subsequent 12-month periods beginning on anniversaries of the Employee’s
Reemployment Commencement Date.






	1.7  	Eligibility upon Reemployment. Subject to the Break in Service rules under Section 1.6, a
former Employee is reinstated as an Eligible Participant immediately upon rehire if the
Employee had satisfied the Plan’s minimum age and service conditions prior to termination of
employment, regardless of whether the Employee was actually employed on his/her Entry Date,
unless the Employee is an Excluded Employee upon his/her return to employment. This
requirement is deemed satisfied if a rehired Employee is permitted to commence making Section
401(k) Deferrals as of the beginning of the first payroll period commencing after the
Employee’s Reemployment Commencement Date.






If an Employee is reemployed prior to his/her Entry Date, the Employee does not become an
Eligible Participant under the Plan until such Entry Date. A rehired Employee who had not
satisfied the Plan’s minimum age and service conditions prior to termination of employment
is eligible to participate in the Plan on the appropriate Entry Date following satisfaction
of the eligibility requirements under this Article.




	1.8  	Operating Rules for Employees Excluded by Class.






	 	(a)  	Eligible Participant becomes part of an excluded class of Employees. If an
Eligible Participant becomes part of an excluded class of Employees, his/her status as
an Eligible Participant ceases immediately. As provided in subsection (b) below, such
Employee’s status as an Eligible Participant will resume immediately upon his/her
returning to an eligible class of Employees, regardless of whether such date is a
normal Entry Date under the Plan, subject to the application of any Break in Service
rules under Section 1.6 and the special rule for Section 401(k) Deferrals under
subsection (b) below.






	 	(b)  	Excluded Employee becomes part of an eligible class of Employee. If an Excluded
Employee becomes part of an eligible class of Employees, the following rules apply. If
the Entry Date that otherwise would have applied to such Employee following his/her
completion of the Plan’s minimum age and service conditions has already passed, then
the Employee becomes an Eligible Participant on the date he/she becomes part of the
eligible class of Employees, regardless of whether such date is a normal Entry Date
under the Plan. This requirement is deemed satisfied if the Employee is permitted to
commence making Section 401(k) Deferrals as of the beginning of the first payroll
period commencing after the Employee becomes part of an eligible class of Employees. If
the Entry Date that would have applied to such Employee has not passed, then the
Employee becomes an Eligible Participant on such Entry Date. If the Employee has not
satisfied the Plan’s minimum age and service conditions, the Employee will become an
Eligible Participant on the appropriate Entry Date following satisfaction of the
eligibility requirements under this Article.






	1.9  	Relationship to Accrual of Benefits. An Eligible Participant is entitled to accrue benefits
in the Plan but will not necessarily do so in every Plan Year that he/she is an Eligible
Participant. Whether an Eligible Participant’s Account
receives an allocation of Employer Contributions depends on the requirements set forth in
Part 4 of the Agreement. If an Employee is an Eligible Participant for purposes of making
Section 401(k) Deferrals under the 401(k) Agreement, such Employee is treated as an Eligible
Participant under the Plan regardless of whether he/she actually elects to make Section
401(k) Deferrals.
	 
	1.10  	Waiver of Participation. Unless the Employer elects otherwise under Part 13, #57 of the
Nonstandardized Agreement [Part 13, #75 of the Nonstandardized 401(k) Agreement], an Eligible
Participant may not waive participation under the Plan. For this purpose, a failure to make
Section 401(k) Deferrals or Employee After-Tax Contributions under a 401(k) plan is not a
waiver of participation. The Employer may elect under Part 13, #57 of the Nonstandardized
Agreement [Part 13, #75 of the Nonstandardized 401(k) Agreement] to permit Employees to make a
one-time irrevocable election to not participate under the Plan. Such election must be made
upon inception of the Plan or at any time prior to the time the Employee first becomes
eligible to participate under any plan maintained by the Employer. An Employee who makes a
one-time irrevocable election not to participate may not subsequently elect to participate
under the Plan. An Employee may not waive participation under a Standardized Agreement.






An Employee who elects not to participate under this Section 1.10 is treated as a
nonbenefiting Employee for purposes of the minimum coverage requirements under Code §410(b).
However, an Employee who makes a one-time irrevocable election not to participate, as
described in the preceding paragraph, is not an Eligible Participant for purposes of
applying the ADP Test or ACP Test under the 401(k) Agreement. See Section 17.7(e) and (f). A
waiver of participation must be filed in the manner, time and on the form required by the
Plan Administrator.



	 	 	 
	 
	©
Copyright 2001 SunTrust Bank

	 	Basic Plan Document






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ARTICLE 2

EMPLOYER CONTRIBUTIONS AND ALLOCATIONS




This Article describes how Employer Contributions are made to and allocated under the Plan. The
type of Employer Contributions that may be made under the Plan and the method for allocating such
contributions will depend on the type of Plan involved. Section 2.2 of this BPD provides specific
rules regarding contributions and allocations under a profit sharing plan; Section 2.3 provides the
rules for a 401(k) plan; Section 2.4 provides the rules for a money purchase plan; and Section 2.5
provides the rules for a target benefit plan. Part 4 of the Agreement contains the elective
provisions for the Employer to specify the amount and type of Employer Contributions it will make
under the Plan and to designate any limits on the amount it will contribute to the Plan each year.
Employee After-Tax Contributions, Rollover Contributions and transfers to the Plan are discussed in
Article 3 and the allocation of forfeitures is discussed in Article 5. Part 3 of the Agreement
contains elective provisions for determining an Employee’s Included Compensation for allocation
purposes.





	2.1  	Amount of Employer Contributions. The Employer shall make Employer Contributions to the Trust
as determined under the contribution formula elected in Part 4 of the Agreement. If this Plan
is a 401(k) plan, Employer Contributions include Section 401(k) Deferrals, Employer
Nonelective Contributions, Employer Matching Contributions, QNECs, QMACs, and Safe Harbor
Contributions, to the extent such contributions are elected under the 401(k) Agreement. The
Employer has the responsibility for determining the amount and timing of Employer
Contributions under the terms of the Plan.






	 	(a)  	Limitation on Employer Contributions. Employer Contributions are subject to the
Annual Additions Limitation described in Article 7 of this BPD. If allocations to a
Participant exceed (or will exceed) such limitation, the excess will be corrected in
accordance with the rules under Article 7. In addition, the Employer must comply with
the special contribution and allocation rules for Top-Heavy Plans under Article 16.
	 
	 	(b)  	Limitation on Included Compensation. For purposes of determining a
Participant’s allocation of Employer Contributions under this Article, the Included
Compensation taken into account for any Participant for a Plan Year may not exceed the
Compensation Dollar Limitation under Section 22.32.
	 
	 	(c)  	Contribution of property. Subject to the consent of the Trustee, the Employer
may make its contribution to the Plan in the form of property, provided such
contribution does not constitute a prohibited transaction under the Code or ERISA. The
decision to make a contribution of property is subject to the general fiduciary rules
under ERISA.
	 
	 	(d)  	Frozen Plan. The Employer may designate under Part 4, #12 of the Agreement [#3
of the 401(k) Agreement] that the Plan is a frozen Plan. As a frozen Plan, the Employer
will not make any Employer Contributions with respect to Included Compensation earned
after the date identified in the Agreement, and if the Plan is a 401(k) Plan, no
Participant will be permitted to make Section 401(k) Deferrals or Employee After-Tax
Contributions to the Plan for any period following the effective date identified in the
Agreement.






	2.2  	Profit Sharing Plan Contribution and Allocations. This Section 2.2 sets forth rules for
determining the amount of any Employer Contributions under the profit sharing plan Agreement.
This Section 2.2 also applies for purposes of determining any Employer Nonelective
Contributions under the 401(k) plan Agreement. In applying this Section 2.2 to the 401(k)
Agreement, the term Employer Contribution refers solely to Employer Nonelective Contributions.
Any reference to the Agreement under this Section 2.2 is a reference to the profit sharing
plan Agreement or 401(k) plan Agreement (as applicable).






	 	(a)  	Amount of Employer Contribution. The Employer must designate under Part 4, #12
of the profit sharing plan Agreement the amount it will contribute as an Employer
Contribution under the Plan. If the Employer adopts the 401(k) plan Agreement and
elects to make Employer Nonelective Contributions under Part 4C of the Agreement, the
Employer must complete Part 4C, #20 of the Agreement, unless the only Employer
Nonelective Contribution authorized under the Plan is a QNEC under Part 4C, #22. An
Employer Contribution authorized under this Section may be totally within the
Employer’s discretion or may be a fixed amount determined as a uniform percentage of
each Eligible Participant’s Included Compensation or as a fixed dollar amount for each
Eligible Participant. An Employer Contribution under this Section will be allocated to
the Eligible Participants’ Employer Contribution Account in accordance with the
allocation formula selected under Part 4, #13 of the Agreement [Part 4C, #21 of the
401(k) Agreement].






	 	(1)  	Davis-Bacon Contribution Formula. The Employer may elect a
Davis-Bacon Contribution Formula under Part 4, #12.d. of the Nonstandardized
Agreement [Part 4C, #20.d. of the Nonstandardized 401(k) Agreement]. Under the
Davis-Bacon Contribution Formula, the Employer will provide an Employer
Contribution for each Eligible Participant who performs Davis-Bacon Act
Service. For this purpose, Davis-Bacon Act Service is any service performed by
an Employee under a public contract subject to the Davis-Bacon Act or to any
other federal, state or municipal prevailing wage law. Each such Eligible
Participant will receive a contribution based on the hourly





	 	 	 
	 
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contribution rate
for the Participant’s employment classification, as designated on Schedule A of
the Agreement. Schedule A is incorporated as part of the Agreement.




In applying the Davis-Bacon Contribution Formula under this subsection (1),
the following default rules will apply. The Employer may modify these
default rules under Part 4, #12.d.(2) of the Nonstandardized Agreement [Part
4C, #20.d.(2) of the Nonstandardized 401(k) Agreement].




	 	(i)  	Eligible Employees. Highly Compensated
Employees are Excluded Employees for purposes of receiving an Employer
Contribution under the Davis-Bacon Contribution Formula.
	 
	 	(ii)  	Minimum age and service conditions. No minimum
age or service conditions will apply for purposes of determining an
Employee’s eligibility under the Davis-Bacon Contribution Formula.
	 
	 	(iii)  	Entry Date. For purposes of applying the
Davis-Bacon Contribution Formula, an Employee becomes an Eligible
Participant on his/her Employment Commencement Date.
	 
	 	(iv)  	Allocation conditions. No allocation conditions
(as described in Section 2.6) will apply for purposes of determining an
Eligible Participant’s allocation under the Davis-Bacon Contribution
Formula.
	 
	 	(v)  	Vesting. Employer Contributions made pursuant
to the Davis-Bacon Contribution Formula are always 100% vested.
	 
	 	(vi)  	Offset of other Employer Contributions. The
contributions under the Davis Bacon Contribution Formula will not
offset any other Employer Contributions under the Plan. However, the
Employer may elect under Part 4, #12.d.(1) of the Nonstandardized
Agreement [Part 4C, #20.d.(1) of the Nonstandardized 401(k) Agreement]
to offset any other Employer Contributions made under the Plan by the
contributions a Participant receives under the Davis-Bacon Contribution
Formula. Under the Nonstandardized 401(k) plan Agreement, the Employer
may elect under Part 4C, #20.d.(1) to apply the offset under this
subsection to Employer Nonelective Contributions, Employer Matching
Contributions, or both.






	 	(2)  	Net Profits. The Employer may elect under Part 4, #12 of the
Agreement [Part 4B, #16 and Part 4C, #20 of the 401(k) Agreement], to limit any
Employer Contribution under the Plan to Net Profits. Unless modified in the
Agreement, Net Profits means the Employer’s net income or profits determined in
accordance with generally accepted accounting principles, without any reduction
for taxes based upon income, or the contributions made by the Employer under
this Plan or any other qualified plan. Unless specifically elected otherwise
under Part 4, #12.e.(2) of the Nonstandardized Agreement [Part 4C, #20.e.(2) of
the Nonstandardized 401(k) Agreement], this limit will not apply to any
Employer Contributions made under a Davis-Bacon Contribution Formula.
	 
	 	(3)  	Multiple formulas. If the Employer elects more than one
Employer Contribution formula, each formula is applied separately. The
Employer’s aggregate Employer Contribution for a Plan Year will be the sum of
the Employer Contributions under all such formulas.






	 	(b)  	Allocation formula for Employer Contributions. The Employer must elect a
definite allocation formula under Part 4, #13 of the profit sharing plan Agreement that
determines how much of the Employer Contribution is allocated to each Eligible
Participant. If the Employer adopts the 401(k) plan Agreement and elects to make an
Employer Nonelective Contribution (other than a QNEC) under Part 4C, #20 of the
Agreement, Part 4C, #21 also must be completed designating the allocation formula under
the Plan. An Eligible Participant is only entitled to an allocation if such Participant
satisfies the allocation conditions described in Part 4, #15 of the Agreement [Part 4C,
#24 of the 401(k) Agreement]. See Section 2.6.






	 	(1)  	Pro Rata Allocation Method. If the Employer elects the Pro Rata
Allocation Method, a pro rata share of the Employer Contribution is allocated
to each Eligible Participant’s Employer Contribution Account. A Participant’s
pro rata share is determined based on the ratio such Participant’s Included
Compensation bears to the total of all Eligible Participants’ Included
Compensation. However, if the Employer elects under Part 4, #12.c. of the
Agreement [Part 4C, #20.c. of the 401(k) Agreement] to contribute a uniform
dollar amount for each Eligible Participant, the pro rata allocation method
allocates that uniform dollar amount to each Eligible Participant. If the
Employer elects a Davis-Bacon Contribution Formula under Part 4, #12.d. of the
Nonstandardized Agreement [Part 4C, #20.d. of the Nonstandardized 401(k)
Agreement], the Employer Contributions made pursuant to such formula will be
allocated to each Eligible





	 	 	 
	 
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Participant based on his/her Davis-Bacon Act Service
in accordance with the employment classifications identified under Schedule A of the Agreement.




	 	(2)  	Permitted Disparity Method. If the Employer elects the
Permitted Disparity Method, the Employer Contribution is allocated to Eligible
Participants under the Two-Step Formula or the Four-Step Formula (as elected
under the Agreement). The Permitted Disparity Method only may apply if the
Employer elects under the Agreement to make a discretionary contribution. The
Employer may not elect the Permitted Disparity Method under the Plan if
another qualified plan of the Employer, which covers any of the same
Employees, uses permitted disparity in determining the allocation of
contributions or the accrual of benefits under the plan.






For purposes of applying the Permitted Disparity Method, Excess Compensation
is the portion of an Eligible Participant’s Included Compensation that
exceeds the Integration Level. The Integration Level is the Taxable Wage
Base, unless the Employer designates a different amount under Part 4,
#14.b.(2) of the Agreement [Part 4C, #23.b.(2) of the 401(k) Agreement].




	 	(i)  	Two-Step Formula. If the Employer elects the
Two-Step Formula, the following allocation method applies. However, the
Employer may elect under Part 4, #14.b.(1) of the Agreement [Part 4C,
#23.b.(1) of the 401(k) Agreement] to have the Four-Step Method, as
described in subsection (ii) below, automatically apply for any Plan
Year in which the Plan is a Top-Heavy Plan.






	 	(A)  	Step One. The Employer
Contribution is allocated to each Eligible Participant’s Account
in the ratio that each Eligible Participant’s Included
Compensation plus Excess Compensation for the Plan Year bears to
the total Included Compensation plus Excess Compensation of all
Eligible Participants for the Plan Year. The allocation under
this Step One, as a percentage of each Eligible Participant’s
Included Compensation plus Excess Compensation, may not exceed
the Applicable Percentage under the following table:





	 	 	 	 	 
	Integration Level	 	Applicable
	(as a % of the Taxable Wage Base)	 	Percentage
	100%
	 	 	5.7	%
	More than 80% but less than 100%
	 	 	5.4	%
	More than 20% and not more than 80%
	 	 	4.3	%
	20% or less
	 	 	5.7	%







	 	(B)  	Step Two. Any Employer
Contribution remaining after Step One will be allocated in the
ratio that each Eligible Participant’s Included Compensation for
the Plan Year bears to the total Included Compensation of all
Eligible Participants for the Plan Year.






	 	(ii)  	Four-Step Formula. If the Employer elects the
Four-Step Formula, or if the Plan is a Top-Heavy Plan and the Employer
elects under the Agreement to have the Four-Step Formula apply for any
Plan Year that the Plan is a Top-Heavy Plan, the following allocation
method applies. The allocation under this Four-Step Formula may be
modified if the Employer maintains a Defined Benefit Plan and elects
under Part 13, #54.b. of the Agreement [Part 13, #72.b. of the 401(k)
Agreement] to provide a greater top-heavy minimum contribution. See
Section 16.2(a)(5)(ii).






	 	(A)  	Step One. The Employer
Contribution is allocated to each Eligible Participant’s Account
in the ratio that each Eligible Participant’s Total Compensation
for the Plan Year bears to all Eligible Participants’ Total
Compensation for the Plan Year, but not in excess of 3% of each
Eligible Participant’s Total Compensation.






For any Plan Year for which the Plan is a Top-Heavy Plan, an
allocation will be made under this subsection (A) to any
Non-Key Employee who is an Eligible Participant (and is not
an Excluded Employee) if such individual is employed as of
the last day of the Plan Year, even if such individual fails
to satisfy any minimum Hours of Service allocation condition
under Part 4, #15 of the Agreement [Part 4C, #24 of the
401(k) Agreement]. If the Plan is a Top-Heavy 401(k) Plan, an
allocation also will be made under this subsection (A) to any



	 	 	 
	 
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Employee who is an Eligible Participant for purposes of
making Section 401(k) Deferrals under the Plan, even if the
individual has not satisfied the minimum age and service
conditions under Part 1, #5 of the Agreement applicable to
any other contribution types.




	 	(B)  	Step Two. Any Employer
Contribution remaining after the allocation in Step One will be
allocated to each Eligible Participant’s Account in the ratio
that each Eligible Participant’s Excess Compensation for the Plan
Year bears to the Excess Compensation of all Eligible
Participants for the Plan Year, but not in excess of 3% of
each Eligible Participant’s Included Compensation.
	 
	 	(C)  	Step Three. Any Employer
Contribution remaining after the allocation in Step Two will be
allocated to each Eligible Participant’s Account in the ratio
that the sum of each Eligible Participant’s Included
Compensation and Excess Compensation bears to the sum of all
Eligible Participants’ Included Compensation and Excess
Compensation. The allocation under this Step Three, as a
percentage of each Eligible Participant’s Included Compensation
plus Excess Compensation, may not exceed the Applicable
Percentage under the following table:





	 	 	 	 	 
	Integration Level	 	Applicable
	(as a % of the Taxable Wage Base)	 	Percentage
	100%
	 	 	2.7	%
	More than 80% but less than 100%
	 	 	2.4	%
	More than 20% and not more than 80%
	 	 	1.3	%
	20% or less
	 	 	2.7	%







	 	(D)  	Step Four. Any remaining Employer
Contribution will be allocated to each Eligible Participant’s
Account in the ratio that each Eligible Participant’s Included
Compensation for the Plan Year bears to all Eligible
Participants’ Included Compensation for that Plan Year.






	 	(3)  	Uniform points allocation. The Employer may elect under Part 4,
#13.c. of the Nonstandardized Agreement [Part 4C, #21.c. of the Nonstandardized
401(k) Agreement] to allocate the Employer Contribution under a uniform points
allocation formula. Under this formula, the allocation for each Eligible
Participant is determined based on the Eligible Participant’s total points for
the Plan Year, as determined under the Nonstandardized Agreement. An Eligible
Participant’s allocation of the Employer Contribution is determined by
multiplying the Employer Contribution by a fraction, the numerator of which is
the Eligible Participant’s total points for the Plan Year and the denominator
of which is the sum of the points for all Eligible Participants for the Plan
Year.






An Eligible Participant will receive points for each year(s) of age and/or
each Year(s) of Service designated under Part 4, #13.c. of the
Nonstandardized Agreement [Part 4C, #21.c. of the Nonstandardized 401(k)
Agreement]. In addition, an Eligible Participant also may receive points
based on his/her Included Compensation, if the Employer so elects under the
Nonstandardized Agreement. Each Eligible Participant will receive the same
number of points for each designated year of age and/or service and the same
number of points for each designated level of Included Compensation. An
Eligible Participant must receive points for either age or service, or may
receive points for both age and service. If the Employer also provides
points based on Included Compensation, an Eligible Participant will receive
points for each level of Included Compensation designated under Part 4,
#13.c.(3) of the Nonstandardized Agreement [Part 4C, #21.c.(3) of the
Nonstandardized 401(k) Agreement]. For this purpose, the Employer may not
designate a level of Included Compensation that exceeds $200.




To satisfy the nondiscrimination safe harbor under Treas. Reg.
§1.401(a)(4)-2, the average of the allocation rates for Highly Compensated
Employees in the Plan must not exceed the average of the allocation rates
for the Nonhighly Compensated Employees in the Plan. For this purpose, the
average allocation rates are determined in accordance with Treas. Reg.
§1.401(a)(4)-2(b)(3)(B).




	 	(c)  	Special rules for determining Included Compensation.





	 	 	 
	 
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	 	(1)  	Applicable period for determining Included Compensation. In
determining an Eligible Participant’s allocation under Part 4, #13 of the
Agreement [Part 4C, #21 of the 401(k) Agreement], the Participant’s Included
Compensation is determined separately for each period designated under Part 4,
#14.a.(1) of the Agreement [Part 4C, #23.a.(1) of the 401(k) Agreement]. If the
Employer elects the Permitted Disparity Method under Part 4, #13.b. of the
Agreement [Part 4C, #21.b. of the 401(k) Agreement], the period designated must
be the Plan Year. If the Employer elects the Pro Rata Allocation Method or the
uniform points allocation formula, and elects a period other than the Plan
Year, a Participant’s allocation of Employer Contributions will be determined
separately for
each period based solely on Included Compensation for such period. The
Employer need not actually make the Employer Contribution during the
designated period, provided the total Employer Contribution for the Plan
Year is allocated based on the proper Included Compensation.
	 
	 	(2)  	Partial period of participation. If an Employee is an Eligible
Participant for only part of a Plan Year, the Employer Contribution formula(s)
will be applied based on such Employee’s Included Compensation for the period
he/she is an Eligible Participant. However, the Employer may elect under Part
4, #14.a.(2) of the Agreement [Part 4C, #23.a.(2) of the 401(k) Agreement] to
base the Employer Contribution formula(s) on the Employee’s Included
Compensation for the entire Plan Year, including the portion of the Plan Year
during which the Employee is not an Eligible Participant. In applying this
subsection (2) to the 401(k) Agreement, an Employee’s status as an Eligible
Participant is determined solely with respect to the Employer Nonelective
Contribution under Part 4C of the Agreement.
	 
	 	(3)  	Measurement period. Except as provided in subsection (2) above,
for purposes of determining an Eligible Participant’s allocation of Employer
Contributions, Included Compensation is measured on the Plan Year, unless the
Employer elects under Part 4, #14.a.(3) of the Nonstandardized Agreement [Part
3, #11.b. of the Nonstandardized 401(k) Agreement] to measure Included
Compensation on the calendar year ending in the Plan Year or on the basis of
any other 12-month period ending in the Plan Year. If the Employer elects to
measure Included Compensation on the calendar year or other 12-month period
ending in the Plan Year, the Included Compensation of any Employee whose
Employment Commencement Date is less than 12 months before the end of such
period must be measured on the Plan Year or such Employee’s period of
participation, as determined under subsection (2) above. If the Employer adopts
the Nonstandardized 401(k) Agreement, any election under Part 3, #11.b. of the
Agreement applies for purposes of all contributions permitted under the
Agreement.






	2.3  	401(k) Plan Contributions and Allocations. This Section 2.3 applies if the Employer has
adopted the 401(k) plan Agreement. The 401(k) Agreement is a profit sharing plan with a 401(k)
feature. Any reference to the Agreement under this Section 2.3 is a reference to the 401(k)
Agreement. The Employer must designate under Part 4 of the Agreement the amount and type of
Employer Contributions it will make under the Plan. Employer Contributions under a 401(k) plan
are generally subject to special limits and nondiscrimination rules. (See Article 17 for a
discussion of the special rules that apply to the Employer Contributions under a 401(k) plan.)
The Employer may make any (or all) of the following contributions under the 401(k) Agreement.






	 	(a)  	Section 401(k) Deferrals. If so elected under Part 4A of the Agreement, an
Eligible Participant may enter into a Salary Reduction Agreement with the Employer
authorizing the Employer to withhold a specific dollar amount or a specific percentage
from the Participant’s Included Compensation and to deposit such amount into the
Participant’s Section 401(k) Deferral Account under the Plan. An Eligible Participant
may defer with respect to Included Compensation that exceeds the Compensation Dollar
Limitation, provided the deferrals otherwise satisfy the limitations under Code §402(g)
and any other limitations under the Plan. A Salary Reduction Agreement may only relate
to Included Compensation that is not currently available at the time the Salary
Reduction Agreement is completed. An Employer may elect under Part 4A, #15 of the
Agreement to provide a special effective date solely for Section 401(k) Deferrals under
the Plan.






An Employee’s Section 401(k) Deferrals are treated as Employer Contributions for all
purposes under this Plan, except as otherwise provided under the Code or Treasury
regulations. If the Employer adopts the Nonstandardized 401(k) Agreement and does
not elect to allow Section 401(k) Deferrals under Part 4A of the Agreement, the only
contributions an Eligible Participant may make to the Plan are Employee After-Tax
Contributions as authorized under Article 3 of this BPD and Part 4D of the
Nonstandardized Agreement. In either case, an Eligible Participant may also receive
Employer Nonelective Contributions and/or Employer
Matching Contributions under the Plan, to the extent authorized under the Agreement.
(The Employee may not make Employee After-Tax Contributions under the Standardized
401(k) Agreement.)




	 	(1)  	Change in deferral election. At least once a year, an Eligible
Participant may enter into a new Salary Reduction Agreement, or may change
his/her elections under an existing Salary Reduction Agreement, at the time and
in the manner prescribed by the Plan Administrator on the Salary





	 	 	 
	 
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Reduction
Agreement form (or other written procedures). The Salary Reduction Agreement
may also provide elections as to the investment funds into which the Section
401(k) Deferrals will be contributed and the time and manner a Participant may
change such elections.




	 	(2)  	Automatic deferral election. If elected under Part 4A, #14 of
the Agreement, the Employer will automatically withhold the amount designated
under Part 4A, #14 from Eligible Participants’ Included Compensation for
payroll periods starting with such Participants’ Entry Date, unless the
Eligible Participant completes a Salary Reduction Agreement electing a
different deferral amount (including a zero deferral amount). The Employer must
designate in Part 4A, #14 of the Agreement the date as of which an Employee’s
deferral election will be taken into account to override the automatic deferral
election under this subparagraph (2). This automatic deferral election does not
apply to any Eligible Participant who has elected to defer an amount equal to
or greater than the automatic deferral amount designated in Part 4A, #14 of the
Agreement. The Employer may elect under Part 4A, #14.b. of the Agreement to
apply the automatic deferral election only to Employees who become Eligible
Participants after a specified date. The Plan Administrator will deposit all
amounts withheld pursuant to this automatic deferral election into the
appropriate Participant’s Section 401(k) Deferral Account.






Prior to the time an automatic deferral election first goes into effect, an
Eligible Participant must receive written notice concerning the effect of
the automatic deferral election and his/her right to elect a different level
of deferral under the Plan, including the right to elect not to defer. After
receiving the notice, an Eligible Participant must have a reasonable time to
enter into a new Salary Reduction Agreement before any automatic deferral
election goes into effect.




	 	(b)  	Employer Matching Contributions. If so elected under Part 4B of the Agreement,
the Employer will make an Employer Matching Contribution, in accordance with the
matching contribution formula(s) selected in Part 4B, #16, to Eligible Participants who
satisfy the allocation conditions under Part 4B, #19 of the Agreement. See Section 2.6.
Any Employer Matching Contribution determined under Part 4B, #16 will be allocated to
the Eligible Participant’s Employer Matching Contribution Account.






	 	(1)  	Applicable contributions. The Employer must elect under the
Nonstandardized Agreement whether the matching contribution formula(s) applies
to Section 401(k) Deferrals, Employee After-Tax Contributions, or both. Under
the Standardized Agreement, Employer Matching Contributions apply only to
Section 401(k) Deferrals. The contributions eligible for an Employer Matching
Contribution are referred to under this Section as “applicable contributions.”
If a matching formula applies to both Section 401(k) Deferrals and Employee
After-Tax Contributions, such contributions are aggregated to determine the
Employer Matching Contribution allocated under the formula.
	 
	 	(2)  	Multiple formulas. If the Employer elects more than one
matching contribution formula under Part 4B, #16 of the Agreement, each formula
is applied separately. An Eligible Participant’s aggregate Employer Matching
Contributions for a Plan Year will be the sum of the Employer Matching
Contributions the Participant is entitled to under all such formulas.
	 
	 	(3)  	Applicable contributions taken into account under the matching
contribution formula. The Employer must elect under Part 4B, #17.a. of the
Agreement the period for which the applicable contributions are taken into
account in applying the matching contribution formula(s) and in applying any
limits on the amount of such contributions that may be taken into account under
the formula(s). In applying the matching contribution formula(s), applicable
contributions (and Included Compensation) are determined separately for each
designated period and any limits on the amount of applicable contributions
taken into account under the matching contribution formula(s) are applied
separately for each designated period.
	 
	 	(4)  	Partial period of participation. In applying the matching
contribution formula(s) under the Plan to an Employee who is an Eligible
Participant for only part of the Plan Year, the Employer may elect under Part
4B, #17.b. of the Agreement to take into account Included Compensation for the
entire Plan Year or only for the portion of the Plan Year during which the
Employee is an Eligible Participant. Alternatively, the Employer may elect
under Part 4B, #17.b.(3) of the Agreement to take into account Included
Compensation only for the period that the Employee actually makes applicable
contributions under the Plan. In applying this subsection (4), an Employee’s
status as an Eligible Participant is determined solely with respect to the
Employer Matching Contribution under Part 4B of the Agreement.






	 	(c)  	Qualified Matching Contributions (QMACs). If so elected under Part 4B, #18 of
the Agreement, the Employer may treat all (or a portion) of its Employer Matching
Contributions as QMACs. If an Employer Matching Contribution is designated as a QMAC,
it must satisfy the requirements for a QMAC (as described in Section 17.7(g)) at the
time the contribution is made to the Plan and must be allocated to the Participant’s





	 	 	 
	 
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QMAC Account. To the extent an Employer Matching Contribution is treated as a QMAC
under Part 4B, #18, such contribution will be 100% vested, regardless of any
inconsistent elections under Part 6 of the Agreement relating to Employer Matching
Contributions. (See Sections 17.2(d)(2) and 17.3(d)(2) for the ability to make QMACs to
correct an ADP or ACP failure without regard to any election under Part 4B, #18 of the
Agreement.)




Under Part 4B, #18, the Employer may designate all Employer Matching Contributions
as QMACs or may designate only those Employer Matching Contributions under specific
matching contribution formula(s) to be QMACs. Alternatively, the Employer may
authorize a discretionary QMAC, in addition to the Employer Matching Contributions
designated under Part 4B, #16, to be allocated uniformly as a percentage of Section
401(k) Deferrals made during the Plan Year. The Employer may elect under the
Agreement to allocate the discretionary QMAC only to Eligible Participants who are
Nonhighly Compensated Employees or to all Eligible Participants. If the Employer
elects both a discretionary Employer Matching Contribution formula and a
discretionary QMAC formula, the Employer must designate, in writing, the extent to
which any matching contribution is intended to be an Employer Matching Contribution
or a QMAC.




	 	(d)  	Employer Nonelective Contributions. If so elected under Part 4C of the
Agreement, the Employer may make Employer Nonelective Contributions on behalf of each
Eligible Participant under the Plan who has satisfied the allocation conditions
described in Part 4C, #24 of the Agreement. See Section 2.6. The Employer must
designate under Part 4C, #20 of the Agreement the amount of any Employer Nonelective
Contributions it wishes to make under the Plan. The amount of any Employer Nonelective
Contributions authorized under the Plan and the method of allocating such contributions
is described in Section 2.2 of this Article.
	 
	 	(e)  	Qualified Nonelective Contributions (QNECs). The Employer may elect under Part
4C, #22 of the Agreement to permit discretionary QNECs under the Plan. A QNEC must
satisfy the requirements for a QNEC (as described in Section 17.7(h)) at the time the
contribution is made to the Plan and must be allocated to the Participant’s QNEC
Account. If the Plan authorizes the Employer to make both a discretionary Employer
Nonelective Contribution and a discretionary QNEC, the Employer must designate, in
writing, the extent to which any contribution is intended to be an Employer Nonelective
Contribution or a QNEC. To the extent an Employer Nonelective Contribution is treated
as a QNEC under Part 4C, #22, such contribution will be 100% vested, regardless of any
inconsistent elections under Part 6 of the Agreement relating to Employer
Nonelective Contributions. (See Sections 17.2(d)(2) and 17.3(d)(2) for the ability
to make QNECs to correct an ADP or ACP failure without regard to any election under
Part 4C, #22 of the Agreement.)






If the Employer makes a QNEC for the Plan Year, it will be allocated to
Participants’ QNEC Account based on the allocation method selected by the Employer
under Part 4C, #22 of the Agreement. An Eligible Participant will receive a QNEC
allocation even if he/she has not satisfied any allocation conditions designated
under Part 4C, #24 of the Agreement, unless the Employer elects otherwise under the
Part 4C, #22.c. of the Agreement.




	 	(1)  	Pro Rata Allocation Method. If the Employer elects the Pro Rata
Allocation Method under Part 4C, #22.a. of the Agreement, any Employer
Nonelective Contribution properly designated as a QNEC will be allocated as a
uniform percentage of Included Compensation to all Eligible Participants who
are Nonhighly Compensated Employees or to all Eligible Participants, as
specified under Part 4C, #22.a.
	 
	 	(2)  	Bottom-up QNEC method. If the Employer elects the Bottom-up
QNEC method under Part 4C, #22.b. of the Agreement, any Employer Nonelective
Contribution properly designated as a QNEC will be first allocated to the
Eligible Participant with the lowest Included Compensation for the Plan Year
for which the QNEC is being allocated. To receive an allocation of the QNEC
under this subsection (2), the Eligible Participant must be a Nonhighly
Compensated Employee for the Plan Year for which the QNEC is being allocated.






The QNEC will be allocated to the Eligible Participant with the lowest
Included Compensation until all of the QNEC has been allocated or until the
Eligible Participant has reached his/her Annual Additions Limitation, as
described in Article 7. For this purpose, if two or more Eligible
Participants have the same Included Compensation, the QNEC will be allocated
equally to each Eligible Participant until all of the QNEC has been
allocated, or until each Eligible Participant has reached his/her Annual
Additions Limitation. If any QNEC remains unallocated, this process is
repeated for the Eligible Participant(s) with the next lowest level of
Included Compensation in accordance with the provisions under this
subsection (2), until all of the QNEC is allocated.




	 	(f)  	Safe Harbor Contributions. If so elected under Part 4E of the 401(k) Agreement,
the Employer may elect to treat this Plan as a Safe Harbor 401(k) Plan. To qualify as a
Safe Harbor 401(k) Plan, the Employer must make a Safe Harbor Nonelective Contribution
or a Safe Harbor Matching Contribution under the Plan. Such contributions are subject
to special vesting and distribution restrictions and must be allocated to the Eligible





	 	 	 
	 
	Basic
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	 	© Copyright 2001 SunTrust
Bank






12









 







Participants’ Safe Harbor Nonelective Contribution Account or Safe Harbor Matching
Contribution Account, as applicable. Section 17.6 describes the requirements that must
be met to qualify as a Safe Harbor 401(k) Plan and the method for calculating the
amount of the Safe Harbor Contribution that must be made under the Plan.




	 	(g)  	Prior SIMPLE 401(k) plan. If this Agreement is being used to amend or restate a
401(k) plan which complied with the SIMPLE 401(k) plan provisions under Code
§401(k)(11), any provision in this Agreement which is inconsistent with the SIMPLE
401(k) plan provisions is not effective for any Plan Year during which the plan
complied with the SIMPLE 401(k) plan provisions.






	2.4  	Money Purchase Plan Contribution and Allocations. This Section 2.4 applies if the Employer
has adopted the money purchase plan Agreement. Any reference to the Agreement under this
Section 2.4 is a reference to the money purchase plan Agreement.






	 	(a)  	Employer Contributions. The Employer must elect under Part 4 of the
Nonstandardized Agreement to make Employer Contributions under one or more of the
following methods:






	 	(1)  	as a uniform percentage of each Eligible Participant’s Included
Compensation;
	 
	 	(2)  	as a uniform dollar amount for each Eligible Participant;
	 
	 	(3)  	under the Permitted Disparity Method (using either the
individual method or group method);
	 
	 	(4)  	under a formula based on service with the Employer; or
	 
	 	(5)  	under a Davis-Bacon Contribution Formula.






Under the Standardized Agreement, the Employer may only elect to make an Employer
Contribution as a uniform percentage of Included Compensation, a uniform dollar
amount, or under the Permitted Disparity Method.




An Eligible Participant is only entitled to share in the Employer Contribution if
such Participant satisfies the allocation conditions described under Part 4, #15 of
the Agreement. See Section 2.6.




If the Employer elects more than one Employer Contribution formula under Part 4, #12
of the Agreement, each formula is applied separately. An Eligible Participant’s
aggregate Employer Contributions for a Plan Year will be the sum of the Employer
Contributions the Participant is entitled to under all such formulas.




	 	(b)  	Uniform percentage or uniform dollar amount. The contribution made by the
Employer must be allocated to Eligible Participants in a definitely determinable
manner. If the Employer elects to make an Employer Contribution as a uniform percentage
of Included Compensation under Part 4, #12.a. of the Agreement or as a uniform dollar
amount under Part 4, #12.b. of the Agreement, each Eligible Participant’s allocation of
the Employer Contribution will equal the amount determined under the contribution
formula elected under the Agreement.
	 
	 	(c)  	Permitted Disparity Method. The Employer may elect under Part 4, #12.c. of the
Agreement to use the Permitted Disparity Method using either the individual method or
the group method. An Employer may not elect a Permitted Disparity Method under the Plan
if another qualified plan of the Employer, which covers any of the same Employees, uses
permitted disparity in determining the allocation of contributions or accrual of
benefits under the plan.






For purposes of applying the Permitted Disparity Method, Excess Compensation is the
portion of an Eligible Participant’s Included Compensation that exceeds the
Integration Level. The Integration Level is the Taxable Wage Base, unless the
Employer designates a different amount under Part 4, #14.b. of the Agreement.




	 	(1)  	Individual method. If the Employer elects the Permitted
Disparity Method using the individual method, each Eligible Participant will
receive an allocation of the Employer Contribution equal to the amount
determined under the contribution formula under Part 4, #12.c.(1) of the
Agreement. Under the individual Permitted Disparity Method, the Employer will
contribute (i) a fixed percentage of each Eligible Participant’s Included
Compensation for the Plan Year plus (ii) a fixed percentage of each Eligible
Participant’s Excess Compensation. The percentage of each Eligible
Participant’s Excess Compensation under (ii) may not exceed the lesser of the
percentage of total Included Compensation contributed under (i) or the
Applicable Percentage under the following table:





	 	 	 
	 
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	 	Basic Plan Document






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	Integration Level	 	Applicable
	(As a percentage of the Taxable Wage Base)	 	Percentage
	100%
	 	 	5.7	%
	More than 80% but less than 100%
	 	 	5.4	%
	More than 20% and not more than 80%
	 	 	4.3	%
	20% or less
	 	 	5.7	%







	 	(2)  	Group method. If the Employer elects the Permitted Disparity
Method using the group method under Part 4, #12.c.(2) of the Agreement, the
Employer will contribute a fixed percentage (as designated in the Agreement) of
the total Included Compensation for the Plan Year of all Eligible Participants.
The total Employer Contribution is then allocated among the Eligible
Participants under either the Two-Step Formula or the Four-Step Formula
described below.






	 	(i)  	Two-Step Formula. If the Employer elects the
Two-Step Formula, the Employer Contribution will be allocated in the
same manner as under Section 2.2(b)(2)(i) above. However, the Employer
may elect to have the Four-Step Formula automatically apply for any
Plan Year in which the Plan is a Top-Heavy Plan.
	 
	 	(ii)  	Four-Step Formula. If the Employer elects the
Four-Step Formula or if the Plan is a Top-Heavy Plan and the Employer
elects to have the Four-Step Formula apply for Plan Years when the Plan
is a Top-Heavy Plan, the Employer Contribution will be allocated to
Eligible Participants in the same manner as under Section 2.2(b)(2)(ii)
above.






	 	(d)  	Contribution based on service. The Employer may elect under Part 4, #12.d. of
the Nonstandardized Agreement to provide an Employer Contribution for each Eligible
Participant based on the service performed by such Eligible Participant during the Plan
Year (or other period designated under Part 4, #13.a. of the Agreement). The Employer
may provide a fixed dollar amount of a fixed percentage of Included Compensation for
each Hour of Service, each week of employment or any other measuring period selected
under Part 4, #12.d. of the Nonstandardized Agreement. If the Employer elects to make a
contribution based on service, each Eligible Participant will receive an allocation of
the Employer Contribution equal to the amount determined under the contribution formula
under Part 4, #12.d. of the Nonstandardized Agreement.
	 
	 	(e)  	Davis-Bacon Contribution Formula. The Employer may elect under Part 4, #12.e.
of the Nonstandardized Agreement to provide an Employer Contribution for each Eligible
Participant who performs Davis-Bacon Act Service. For this purpose, Davis-Bacon Act
Service is any service performed by an Employee under a public contract subject to the
Davis-Bacon Act or to any other federal, state or municipal prevailing wage law. Each
such Eligible Participant will receive a contribution based on the hourly
contribution rate for the Participant’s employment classification, as designated on
Schedule A of the Agreement. Schedule A is incorporated as part of the Agreement.In
applying the Davis-Bacon Contribution Formula under this subsection (e), the
following default rules will apply. The Employer may modify these default rules
under Part 4, #12.e.(2) of the Nonstandardized Agreement






	 	(1)  	Eligible Employees. Highly Compensated Employees are Excluded
Employees for purposes of receiving an Employer Contribution under the
Davis-Bacon Contribution Formula.
	 
	 	(2)  	Minimum age and service conditions. No minimum age or service
conditions will apply for purposes of determining an Employee’s eligibility
under the Davis-Bacon Contribution Formula.
	 
	 	(3)  	Entry Date. For purposes of applying the Davis-Bacon
Contribution Formula, an Employee becomes an Eligible Participant on his/her
Employment Commencement Date.
	 
	 	(4)  	Allocation conditions. No allocation conditions (as described
in Section 2.6) will apply for purposes of determining an Eligible
Participant’s allocation under the Davis-Bacon Contribution Formula.
	 
	 	(5)  	Vesting. Employer Contributions made pursuant to the
Davis-Bacon Contribution Formula are always 100% vested.
	 
	 	(6)  	Offset of other Employer Contributions. The contributions under
the Davis Bacon Contribution Formula will not offset any other Employer
Contributions under the Plan. However, the Employer may elect under Part 4,
#12.e.(1) of the Nonstandardized Agreement to offset any other Employer





	 	 	 
	 
	Basic
Plan Document

	 	© Copyright 2001 SunTrust
Bank






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Contributions made under the Plan by the Employer Contributions a Participant
receives under the Davis-Bacon Contribution Formula.




	 	(f)  	Applicable period for determining Included Compensation. In determining the
amount of Employer Contribution to be allocated to an Eligible Participant, Included
Compensation is determined separately for each period designated under Part 4, #13.a.
of the Agreement. If the Employer elects the Permitted Disparity Method under Part 4,
#12.c. of the Agreement, the period designated under Part 4, #13.a. must be the Plan
Year. If the Employer elects an Employer Contribution formula under Part 4, #12 of the
Agreement other than the Permitted Disparity Method, and elects a period under Part 4,
#13.a. other than the Plan Year, a Participant’s allocation of Employer Contributions
will be determined separately for each period based solely on Included Compensation for
such period. If the Employer elects the service formula under Part 4, #12.d. of the
Nonstandardized Agreement, the Employer Contribution also will be determined separately
for each period designated under Part 4, #13.a. of the Agreement based on service
performed during such period. The Employer need not actually make the Employer
Contribution during the designated period, provided the total Employer Contribution for
the Plan Year is allocated based on the proper Included Compensation.
	 
	 	(g)  	Special rules for determining Included Compensation. The same rules as
discussed under Section 2.2(c)(2) apply to permit the Employer to elect under Part 4,
#13.b. of the Agreement to take into account an Employee’s Included Compensation for
the entire Plan Year, even if the Employee is an Eligible Participant for only part of
the Plan Year. If no election is made under Part 4, #13.b., only Included Compensation
for the portion of the Plan Year while an Employee is an Eligible Participant will be
taken into account in determining an Employee’s Employer Contribution under the Plan.
The Employer also may elect under Part 4, #13.c. of the Agreement to take into account
Included Compensation for the calendar year ending in the Plan Year or other 12-month
period, as provided in Section 2.2(c)(3).
	 
	 	(h)  	Limit on contribution where Employer maintains another plan in addition to a
money purchase plan. If the Employer adopts the money purchase plan Agreement and also
maintains another qualified retirement plan, the contribution to be made under the
money purchase plan Agreement (as designated in Part 4 of the Agreement) will not
exceed the maximum amount that is deductible under Code §404(a)(7), taking into account
all contributions that have been made to the plans prior to the date a contribution is
made under the money purchase plan Agreement.






	2.5  	Target Benefit Plan Contribution. This Section 2.5 applies if the Employer has adopted the
target benefit plan Agreement. Any reference to the Agreement under this Section 2.5 is a
reference to the target benefit plan Agreement.






	 	(a)  	Stated Benefit. A Participant’s Stated Benefit, as of any Plan Year, is the
amount determined in accordance with the benefit formula selected under Part 4 of the
Agreement, payable annually in the form of a Straight Life Annuity commencing upon the
Participant’s Normal Retirement Age (as defined in Part 5 of the Agreement) or current
age (if later). In applying the benefit formula under Part 4, all projected Years of
Participation (as defined in subsection (d)(10) below) are counted beginning with the
first Plan Year and projecting through the last day of the Plan Year in which the
Participant attains Normal Retirement Age (or the current Plan Year, if later),
assuming all relevant factors remain constant for future Plan Years. For this purpose,
the first Plan Year is the latest of:






	 	(1)  	the first Plan Year in which the Participant becomes an
Eligible Participant;
	 
	 	(2)  	the first Plan Year immediately following a Plan Year in which
the Plan did not satisfy the target benefit plan safe harbor under Treas. Reg.
§1.401(a)(4)-8(b)(3); or
	 
	 	(3)  	the first Plan Year taken into account under the Plan’s benefit
formula, as designated in Part 4, #13.c. of the Agreement. If Part 4, #13.c. is
not completed, the first Plan Year taken into account under this subsection (3)
will be the original Effective Date of this Plan, as designated under #59.a. or
#59.b.(2) of the Agreement, as applicable.






If this Plan is a “prior safe harbor plan” then, solely for purposes of determining
projected Years of Participation, the Plan is deemed to satisfy the target benefit
plan safe harbor under Treas. Reg. §1.401(a)(4)-8(b)(3) and the Participant is
treated as an Eligible Participant under the Plan for any Plan Year beginning prior
to January 1, 1994. This Plan is a prior safe harbor plan if it was originally in
effect on September 19, 1991, and on that date the Plan contained a stated benefit
formula that took into account service prior to that date, and the Plan satisfied
the applicable nondiscrimination requirements for target benefit plans for those
prior years. For purposes of determining whether a plan satisfies the applicable
nondiscrimination requirements for target benefit plans for Plan Years beginning
before January 1, 1994, no amendments after September 19, 1991, other than
amendments necessary to satisfy §401(l) of the Code, will be taken into account.



	 	 	 
	 
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	 	Basic Plan Document






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	 	(b)  	Employer Contribution. Each Plan Year, the Employer will contribute to the Plan
on behalf of each Eligible Participant who has satisfied the allocation conditions
under Part 4, #15 of the Agreement, an amount necessary to fund the Participant’s
Stated Benefit, determined in accordance with the benefit formula selected under Part
4, #13 of the Agreement. The Employer’s required contribution may be reduced by
forfeitures in accordance with the provisions of Section 5.5(b).






	 	(1)  	Participant has not reached Normal Retirement Age. If a
Participant has not reached Normal Retirement Age by the last day of the Plan
Year, the Employer Contribution for such Plan Year with respect to that
Participant is the excess, if any, of the Present Value Stated Benefit (as
defined in subsection (3) below) over the Theoretical Reserve (as defined in
subsection (4) below), multiplied by the appropriate Amortization Factor from
Table II under Exhibit A of the Agreement. The factors under Table II are
determined based on the applicable interest rate assumptions selected under
Part 4, #14.b.(1) of the Agreement.
	 
	 	(2)  	Participant has reached Normal Retirement Age. If a Participant
has reached Normal Retirement Age by the last day of the Plan Year, the
Employer Contribution for such Plan Year with respect to that Participant is
the excess, if any, of the Present Value Stated Benefit (as defined in
subsection (3) below) over the Theoretical Reserve (as defined in subsection
(4) below).
	 
	 	(3)  	Present Value Stated Benefit. For purposes of determining the
Employer Contribution under the Plan, a Participant’s Present Value Stated
Benefit is the Participant’s Stated Benefit multiplied by the appropriate
present value factor under Table I or Table IA, as appropriate (if the
Participant has not attained Normal Retirement Age) or Table IV (if the
Participant has attained Normal Retirement Age). The Present Value Stated
Benefit must be further adjusted by the factors under Table III if the Normal
Retirement Age under the Plan is other than age 65. (See Exhibit A under the
Agreement for the applicable factors. The applicable factors are determined
based on the applicable interest rate assumptions selected under Part 4,
#14.b.(1) of the Agreement and assuming a UP-1984 mortality table. If the
Employer elects a different applicable mortality table under Part 4, #14.b.(2),
appropriate factors must be attached to the Agreement.)
	 
	 	(4)  	Theoretical Reserve. Except as provided in the following
paragraph, for the first Plan Year for which the Stated Benefit is determined
(see subsection (a) above), a Participant’s Theoretical Reserve is zero. For
each subsequent Plan Year, the Theoretical Reserve is the sum of the
Theoretical Reserve for the prior Plan Year plus the Employer Contribution
required for such prior Plan Year. The sum is then adjusted for interest (using
the Plan’s interest assumptions for the prior Plan Year) through the last day
of the current Plan Year. For any Plan Year following the Plan Year in which
the Participant attains Normal Retirement Age, no interest adjustment is
required. For purposes of determining a Participant’s Theoretical Reserve,
minimum contributions required solely to comply with the Top-Heavy Plan rules
under Article 16 are not included.






If this Plan was a prior safe harbor plan (see the definition of prior safe
harbor plan under subsection (a) above), with a benefit formula that takes
into account Plan Years prior to the first Plan Year this Plan satisfies the
target benefit plan safe harbor under Treas. Reg. §1.401(a)(4)-8(b)(3)(c),
the Theoretical Reserve for the first Plan Year is determined by subtracting
the result in subsection (ii) from the result in subsection (i).




	 	(i)  	Determine the present value of the Stated
Benefit as of the last day of the Plan Year immediately preceding the
first Plan Year this Plan satisfies the target benefit plan safe harbor
under Treas. Reg. §1.401(a)(4)-8(b)(3)(c), using the actuarial
assumptions, the provisions of the Plan, and the Participant’s
compensation as of such date. For a Participant who has attained Normal
Retirement Age, the Stated Benefit will be determined using the
actuarial assumptions, the provisions of the Plan, and the
Participant’s compensation as of such date, using a straight life
annuity factor for a Participant whose attained age is the Normal
Retirement Age under the Plan.
	 
	 	(ii)  	Determine the present value of future Employer
Contributions (i.e., the Employer Contributions due each Plan Year
using the actuarial assumptions, the provisions of the Plan
(disregarding those provisions of the Plan providing for the
limitations of §415 of the Code or the minimum contributions under §416
of the Code)), and the Participant’s compensation as of such date,
beginning with the first Plan Year through the end of the Plan Year in
which the Participant attains Normal Retirement Age.






	 	(c)  	Benefit formula. The Employer may elect under Part 4 of the Agreement to apply
a Nonintegrated Benefit Formula or an Integrated Benefit Formula. The benefit formula
selected under Part 4 of the Agreement must comply with the target benefit plan safe
harbor rules under Treas. Reg. §1.401(a)(4)-8(b)(3).





	 	 	 
	 
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Plan Document

	 	© Copyright 2001 SunTrust
Bank






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	 	(1)  	Nonintegrated Benefit Formula. Under a Nonintegrated Benefit
Formula, benefits provided under Social Security are not taken into account
when determining an Eligible Participant’s Stated Benefit. A Nonintegrated
Benefit Formula may provide for a Flat Benefit or a Unit Benefit.






	 	(i)  	Flat Benefit. The Employer may elect under Part
4, #13.a.(1) of the Agreement to apply a Flat Benefit formula that
provides a Stated Benefit equal to a specified percentage of Average
Compensation. A Participant’s Stated Benefit determined under the Flat
Benefit formula will be reduced pro rata if the Participant’s projected
Years of Participation are less than 25 Years of Participation. For a
Participant with less than 25 projected Years of Participation, the
base percentage and the excess percentage are reduced by multiplying
such percentages by a fraction, the numerator of which is the
Participant’s projected Years of Participation, and the denominator of
which is 25.
	 
	 	(ii)  	Unit Benefit. The Employer may elect under Part
4, #13.a.(2) of the Agreement or under Part 4, #13.a.(3) of the
Nonstandardized Agreement to apply a Unit Benefit formula that provides
a Stated Benefit equal to a specified percentage of Average
Compensation multiplied by the Participant’s Years of Participation
with the Employer. The Employer may elect to limit the Years of
Participation taken into account under a Unit Benefit formula, however,
the Plan must take into account all Years of Participation up to at
least 25 years.






If the Employer elects a tiered formula under Part 4, #13.a.(3) of
the Nonstandardized Agreement, the highest benefit percentage
for any Participant with less than 33 Years of Participation cannot
be more than one-third larger than the lowest benefit
percentage for any Participant with less than 33 Years of
Participation. This requirement is satisfied if the percentage under
Part 4, #13.a.(3)(a) applies to all Years of Participation up to at
least 33. If the percentage under Part 4, #13.a.(3)(a) applies to
Years of Participation less than 33, this paragraph will be satisfied
if the total Years of Participation taken into account under Part 4,
#13.a.(3)(b) and Part 4, #13.a.(3)(d) is not less than 33 and the
percentage designated in Part 4, #13.a.(3)(c) is not less than
P1(25-Y)/(33-Y) and is not greater than P1(44-Y)/(33-Y), where P1 is
the percentage under Part 4, #13.a.(3)(a) and Y is the number of
Years of Participation to which the percentage under Part 4,
#13.a.(3)(a) applies. If the total Years of Participation taken into
account under Part 4, #13.a.(3)(b) and Part 4, #13.a.(3)(d) is less
than 33, a similar calculation applies to any percentage designated
in Part 4, #13.a.(3)(e).




	 	(2)  	Integrated Benefit Formula. An Integrated Benefit Formula is
designed to provide a greater benefit to certain Participants to make up for
benefits not provided under Social Security. An Integrated Benefit Formula may
provide for a Flat Excess Benefit, a Unit Excess Benefit, a Flat Offset
Benefit, or a Unit Offset Benefit. An Employer may not elect an Integrated
Benefit Formula under the Plan if another qualified plan of the Employer, which
covers any of the same Employees, uses permitted disparity (or imputes
permitted disparity) in determining the allocation of contributions or accrual
of benefits under the plan.






	 	(i)  	Flat Excess Benefit. The Employer may elect
under Part 4, #13.b.(1) of the Agreement to apply a Flat Excess Benefit
formula that provides a Stated Benefit equal to a specified percentage
of Average Compensation (“base percentage”) plus a specified percentage
of Excess Compensation (“excess percentage”).






	 	(A)  	Maximum permitted disparity. In
completing a Flat Excess Benefit formula under Part 4, #13.b.(1)
of the Agreement, the excess percentage under Part 4,
#13.b.(1)(b) may not exceed the Maximum Disparity Percentage
identified under subsection (3)(i) below. The excess percentage
may be further reduced under the Cumulative Disparity Limit
under subsection (3)(iv) below.
	 
	 	(B)  	Limitation on Years of
Participation. The Participant’s base percentage and excess
percentage under the Flat Excess Benefit formula are reduced pro
rata if the Participant’s projected Years of Participation are
less than 35 years. For a Participant with less than 35
projected Years of Participation, the base percentage and the
excess percentage are reduced by multiplying such percentages by
a fraction, the numerator of which is the Participant’s
projected Years of Participation, and the denominator of which
is 35.






	 	(ii)  	Unit Excess Benefit. The Employer may elect
under Part 4, #13.b.(2) of the Agreement or under Part 4, #13.b.(3) of
the Nonstandardized Agreement to apply a Unit Excess
Benefit formula which provides a Stated Benefit equal to a specified
percentage of





	 	 	 
	 
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	 	Basic Plan Document






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Average Compensation (“base percentage”) plus a
specified percentage of Excess Compensation (“excess percentage”)
multiplied by the Participant’s Years of Participation with the
Employer.




	 	(A)  	Maximum permitted disparity. In
completing a Unit Excess Benefit formula under Part 4, #13.b. of
the Agreement, the excess percentage under the formula may not
exceed the Maximum Disparity Percentage identified under
subsection (3)(i) below. In addition, if the Employer elects a
tiered formula under Part 4, #13.b.(3) of the Nonstandardized
Agreement, the percentage designated under Part 4, #13.b.(3)(d)
and/or Part 4, #13.b.(3)(f), as applicable, may not exceed the
sum of the base percentage under Part 4, #13.b.(3)(a) and the
excess percentage under Part 4, #13.b.(3)(b).
	 
	 	(B)  	Limitation on Years of
Participation. The Employer must identify under Part 4, #13.b.
the Years of Participation that will be taken into account under
the Unit Excess Benefit formula. If the Employer elects a
uniform formula under Part 4, #13.b.(2) of the Agreement, the
Plan must take into account all Years of Participation up to at
least 25. In addition, a Participant may not be required to
complete more than 35 Years of Participation to earn his/her
full Stated Benefit. (See the Cumulative Disparity Limit under
subsection (3)(iv) below for additional restrictions that may
limit a Participant’s Years of Participation that may be taken
into account under the Plan.)






If the Employer elects a tiered formula under Part 4,
#13.b.(3) of the Nonstandardized Agreement and the Years of
Participation specified under Part 4, #13.b.(3)(c) is less
than 35, the percentage under Part 4, #13.b.(3)(d) must equal
the sum of the base percentage under Part 4, #13.b.(3)(a) and
the excess percentage under Part 4, #13.b.(3)(b) and any
Years of Participation required under Part 4, #13.b.(3)(e)
may not be less than 35 minus the Years of Participation
designated under Part 4, #13.b.(3)(c). (See the Cumulative
Disparity Limit under subsection (3)(iv) below for additional
restrictions that may limit a Participant’s Years of
Participation that may be taken into account under the Plan.)
If the number of Years of Participation specified under Part
4, #13.b.(3)(c) is less than 35, and Part 4, #13.b.(3)(d) is
not checked, the percentage specified under Part 4,
#13.b.(3)(f) must equal the sum of the base percentage under
Part 4, #13.b.(3)(a) and the excess percentage under Part 4,
#13.b.(3)(b).




	 	(iii)  	Flat Offset Benefit. The Employer may elect
under Part 4, #13.b.(4) of the Nonstandardized Agreement or Part 4,
#13.b.(3) of the Standardized Agreement to apply a Flat Offset Benefit
formula that provides a Stated Benefit equal to a specified percentage
of Average Compensation (“gross percentage”) offset by a specified
percentage of Offset Compensation (“offset percentage”).






	 	(A)  	Maximum permitted disparity. In
applying a Flat Offset Benefit formula, the offset percentage
for any Participant may not exceed the Maximum Offset Percentage
identified under subsection (3)(ii) below. The offset percentage
may be further reduced under the Cumulative Disparity Limit
under subsection (3)(iv) below.
	 
	 	(B)  	Limitation on Years of
Participation. The Participant’s gross percentage and offset
percentage under the Flat Offset Benefit formula are reduced pro
rata if the Participant’s projected Years of Participation are
less than 35 years. For a Participant with less than 35
projected Years of Participation, the gross percentage and the
offset percentage are reduced by multiplying such percentages by
a fraction, the numerator of which is the Participant’s
projected Years of Participation, and the denominator of which
is 35.






	 	(iv)  	Unit Offset Benefit. The Employer may elect
under Part 4, #13.b.(5) and Part 4, #13.b.(6) of the Agreement or under
Part 4, #13.b.(4) of the Standardized Agreement to apply a Unit Offset
Benefit formula which provides a Stated Benefit equal to a specified
percentage of Average Compensation (“gross percentage”) offset by a
specified percentage of Offset Compensation (“offset percentage”)
multiplied by the Participant’s Years of Participation with the
Employer.





	 	 	 
	 
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	 	© Copyright 2001 SunTrust
Bank






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	 	(A)  	Maximum permitted offset. In
applying a Unit Offset Benefit formula, the offset percentage
for any Participant may not exceed the Maximum Offset Percentage
identified under subsection (3)(ii) below. In addition, if the
Employer elects a tiered formula under Part 4, #13.b.(6) of the
Nonstandardized Agreement, the percentage designated under Part
4, #13.b.(6)(d) and/or Part 4, #13.b.(6)(f), as applicable, may
not exceed the gross percentage under Part 4, #13.b.(6)(a).
	 
	 	(B)  	Limitation on Years of
Participation. The Employer must identify under Part 4, #13.b.
the Years of Participation that will be taken into account under
the Unit Offset Benefit formula. If the Employer elects a
uniform offset formula under Part 4, #13.b.(5) of the
Nonstandardized Agreement or Part 4, #13.b.(4) of the
Standardized Agreement, the Plan must take into account all
Years of Participation up to at least 25. In addition, a
Participant may not be required to complete more than 35 Years
of Participation to earn his/her full Stated Benefit. (See the
Cumulative Disparity Limit under subsection (3)(iv) below for
additional restrictions that may limit a Participant’s Years of
Participation that may be taken into account under the Plan.)






If the Employer elects a tiered offset formula under Part 4,
#13.b.(6) of the Nonstandardized Agreement and the Years of
Participation specified under Part 4, #13.b.(6)(c) is less
than 35, any percentage under Part 4, #13.b.(6)(d) must equal
the gross percentage under Part 4, #13.d.(6)(a) and any Years
of Participation required under Part 4, #13.b.(6)(e) may not
be less than 35 minus the Years of Participation designated
under Part 4, #13.b.(6)(c). (See the Cumulative Disparity
Limit under subsection (3)(iv) below for additional
restrictions that may limit a Participant’s Years of
Participation that may be taken into account under the Plan.)
If the number of Years of Participation specified under Part
4, #13.b.(6)(c) is less than 35, and Part 4, #13.b.(6)(d) is
not checked, the percentage specified under Part 4,
#13.b.(6)(f) must equal the gross percentage under Part 4,
#13.b.(6)(a).




	 	(3)  	Special rules for applying Integrated Benefit Formulas under
Part 4, #13.b. of the Agreement.






	 	(i)  	Maximum Disparity Percentage. In applying the
Flat Excess Benefit formula described in subsection (2)(i) above or the
Unit Excess Benefit formula described in subsection (2)(ii) above, the
excess percentage under the formula may not exceed the Maximum
Disparity Percentage. Under a Flat Excess Benefit formula, the Maximum
Disparity Percentage is the lesser of the base percentage specified
under the Agreement or the appropriate factor described under the
Simplified Table below multiplied by 35. Under a Unit Excess Benefit
formula, the Maximum Disparity Percentage is the lesser of the base
percentage specified under the Agreement or the appropriate factor
described under the Simplified Table below.






In applying the Simplified Table below, NRA is a Participant’s Normal
Retirement Age under the Plan. If a Participant’s Normal Retirement
Age is prior to age 55, the applicable factors under the Simplified
Table must be further reduced to a factor that is the Actuarial
Equivalent of the factor at age 55. (See (iii) below for possible
adjustments to the Simplified Table if an Integration Level other
than Covered Compensation is selected under Part 4, #14.d.(1) of the
Agreement.)



Simplified Table




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Maximum	 	 	 	 	 	Maximum
	NRA	 	Disparity Percentage	 	NRA	 	Disparity Percentage
	70	 	 	0.838	 	 	 	62	 	 	 	0.416	 
	69	 	 	0.760	 	 	 	61	 	 	 	0.382	 
	68	 	 	0.690	 	 	 	60	 	 	 	0.346	 
	67	 	 	0.627	 	 	 	59	 	 	 	0.330	 
	66	 	 	0.571	 	 	 	58	 	 	 	0.312	 
	65	 	 	0.520	 	 	 	57	 	 	 	0.294	 
	64	 	 	0.486	 	 	 	56	 	 	 	0.278	 
	63	 	 	0.450	 	 	 	55	 	 	 	0.260	 






	 	 	 
	 
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	 	(ii)  	Maximum Offset Percentage. In applying the Flat
Offset Benefit formula described in subsection (2)(iii) above or the
Unit Offset Benefit formula described in subsection (2)(iv) above, the
offset percentage under the formula may not exceed the Maximum Offset
Percentage. Under a Flat Offset Benefit formula, the Maximum Offset
Percentage is the lesser of 50% of the gross percentage specified under
the Agreement or the appropriate factor described under the Simplified
Table above, multiplied by 35. Under a Unit Offset Benefit formula, the
Maximum Offset Percentage is the lesser of 50% of the gross percentage
specified under the Agreement or the appropriate factor described under
the Simplified Table above.






In applying the Simplified Table above, NRA is a Participant’s Normal
Retirement Age under the Plan. If a Participant’s Normal Retirement
Age is prior to age 55, the applicable factors under the Simplified
Table must be further reduced to a factor that is the Actuarial
Equivalent of the factor at age 55. (See (iii) below for possible
adjustments to the Simplified Table if an Integration Level other
than Covered Compensation is selected under Part 4, #14.d.(1) of the
Agreement.)




	 	(iii)  	Adjustments to the Maximum Disparity
Percentage / Maximum Offset Percentage for Integration Level other than
Covered Compensation. The factors under the Simplified Table under
subsection (i) above are based on an Integration Level equal to Covered
Compensation. If the Employer elects under Part 4, #14.d.(1)(b) – (e)
of the Agreement to use an Integration Level other than Covered
Compensation, the factors under the Simplified Table may have to be
modified. If the Employer elects to modify the Integration Level under
Part 4, #14.d.(1)(b) or Part 4, #14.d.(1)(c) of the Agreement, no
modification to the Simplified Table is required. If the Employer
elects to modify the Integration Level under Part 4, #14.d.(1)(d) or
Part 4, #14.d.(1)(e), the factors under the Modified Table below must
be used instead of the factors under the Simplified Table.





Modified Table – Factors for Integration Level other than Covered

Compensation




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Maximum	 	 	 	 	 	Maximum
	 NRA	 	Disparity Percentage	 	NRA	 	Disparity Percentage
	70	 	 	0.670	 	 	 	62	 	 	 	0.331	 
	69	 	 	0.608	 	 	 	61	 	 	 	0.305	 
	68	 	 	0.552	 	 	 	60	 	 	 	0.277	 
	67	 	 	0.627	 	 	 	59	 	 	 	0.264	 
	66	 	 	0.502	 	 	 	58	 	 	 	0.250	 
	65	 	 	0.416	 	 	 	57	 	 	 	0.234	 
	64	 	 	0.388	 	 	 	56	 	 	 	0.222	 
	63	 	 	0.360	 	 	 	55	 	 	 	0.208	 







	 	(iv)  	Cumulative Disparity Limit. The Cumulative
Disparity Limit applies to further limit the permitted disparity under
the Plan. If the Cumulative Disparity Limit applies, the following
adjustment will be made to the Participant’s Stated Benefit, depending
on the type of formula selected under the Agreement.






	 	(A)  	Flat Excess Benefit. In applying
a Flat Excess Benefit formula, if a Participant’s cumulative
disparity years exceed 35, the excess percentage under the
formula will be reduced as provided below. For this purpose, a
Participant’s cumulative disparity years consist of: (I) the
Participant’s projected Years of Participation (up to 35); (II)
any years the Participant benefited (or is treated as having
benefited) under this Plan prior to the Participant’s first Year
of Participation; and (III) any years credited to the
Participant for allocation or accrual purposes under one or more
qualified plans or simplified employee pension plans (whether or
not terminated) ever maintained by the Employer (other than
years counted in (I) or (II) above). For purposes of determining
the Participant’s cumulative disparity years, all years ending
in the same calendar year are treated as the same year.






If the Cumulative Disparity Limit applies, the excess
percentage under the formula will be reduced by multiplying
the excess percentage (as adjusted under this subsection (3))
by a fraction (not less than zero), the numerator of which is
35 minus the sum of the years in (II) and (III) above, and
the denominator of which is 35.



	 	 	 
	 
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	 	(B)  	Unit Excess Benefit. In applying
a Unit Excess Benefit formula, the projected Years of
Participation taken into account under the formula may not
exceed the Participant’s cumulative disparity years. For this
purpose, the Participant’s cumulative disparity years equal 35
minus: (I) the years the Participant benefited or is treated as
having benefited under this Plan prior to the Participant’s
first Year of Participation, and (II) the years credited to the
Participant for allocation or accrual purposes under one or more
qualified plans or simplified employee pension plans (whether or
not terminated) ever maintained by the Employer other than years
counted in (I) above or counted toward a Participant’s projected
Years of Participation. For purposes of determining the
Participant’s cumulative disparity years, all years ending in
the same calendar year are treated as the same year.
	 
	 	(C)  	Flat Offset Benefit. In applying
a Flat Offset Benefit formula, if a Participant’s cumulative
disparity years exceed 35, the gross percentage and offset
percentage under the formula will be reduced as provided below.
For this purpose, a Participant’s cumulative disparity years
consist of: (I) the Participant’s projected Years of
Participation (up to 35); (II) any years the Participant
benefited (or is treated as having benefited) under this Plan
prior to the Participant’s first Year of Participation; and
(III) any years credited to the Participant for allocation or
accrual purposes under one or more qualified plans or simplified
employee pension plans (whether or not terminated) ever
maintained by the Employer (other than years counted in (I) or
(II) above). For purposes of determining the Participant’s
cumulative disparity years, all years ending in the same
calendar year are treated as the same year.






If the Cumulative Disparity Limit applies, the offset
percentage will be reduced by multiplying such percentage by
a fraction (not less than 0), the numerator of which is 35
minus the sum of the years in (II) and (III) above, and the
denominator of which is 35. The gross benefit percentage will
be reduced by the number of percentage points by which the
offset percentage is reduced.




	 	(D)  	Unit Offset Benefit. In applying
a Unit Offset Benefit formula, the Years of Participation taken
into account under the formula may not exceed the Participant’s
cumulative disparity years. For this purpose, the Participant’s
cumulative disparity years equal 35 minus: (I) the years the
Participant benefited or is treated as having benefited under
this Plan prior to the Participant’s first Year of
Participation, and (II) the years credited to the Participant
for allocation or accrual purposes under one or more qualified
plans or simplified employee pension plans (whether or not
terminated) ever maintained by the Employer other than years
counted in (I) above or counted toward a Participant’s projected
Years of Service. For purposes of determining the Participant’s
cumulative disparity years, all years ending in the same
calendar year are treated as the same year.






	 	(d)  	Definitions. The following definitions apply for purposes of applying the
benefit formulas described under this Section 2.5.






	 	(1)  	Average Compensation. The average of a Participant’s annual
Included Compensation during the Averaging Period, as designated in Part 3, #11
of the Agreement. If no modifications are made to the definition of Average
Compensation under Part 3, #11, Average Compensation is the average of the
Participant’s annual Included Compensation for the three (3) consecutive Plan
Years during the Participant’s entire employment history which produce the
highest average.






	 	(i)  	Averaging Period. Unless the Employer elects
otherwise under Part 3, #11.a. of the Agreement, the Averaging Period
for determining a Participant’s Average Compensation is made up of the
three (3) consecutive Measuring Periods during the Participant’s
Employment Period which results in the highest Average Compensation.
The Employer may elect under Part 3, #11.a. to apply an alternative
Averaging Period which is greater than three (3) consecutive Measuring
Periods, may elect to take into account the highest
Average Compensation over a period of nonconsecutive Measuring
Periods, or may elect to take into account all Measuring Periods
during the Participant’s Employment Period.
	 
	 	(ii)  	Measuring Period. Unless the Employer elects
otherwise under Part 3, #11.b. of the Agreement, the Measuring Period
for determining Average Compensation is the Plan Year. (If the Plan has
a short Plan Year, Average Compensation is based on Included





	 	 	 
	 
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Compensation earned during the 12-month period ending on the last day
of the short Plan Year.) The Employer may elect under Part 3, #11.b. to
apply an alternative Measuring Period for determining Average
Compensation based on the calendar year or any other designated
12-month period. Alternatively, the Employer may elect to use calendar
months as the Measuring Periods. If monthly Measuring Periods are
selected under Part 3, #11.b., the Averaging Period designated under
Part 3, #11.a. must be at least 36 months.




	 	(iii)  	Employment Period. Unless the Employer elects
otherwise under Part 3, #11.c. of the Agreement, the Employment Period
used to determine Average Compensation is the Participant’s entire
employment period with the Employer. Instead of measuring Average
Compensation over a Participant’s entire period of employment, the
Employer may elect under Part 3, #11.c. to use Averaging Periods only
during the period following the Participant’s original Entry Date (as
determined under Part 2 of the Agreement) or any other specified
period. If the Employer elects an alternative Employment Period under
Part 3, #11.c., such Employment Period must end in the current Plan
Year and may not be shorter than the Averaging Period selected in Part
3, #11.a. (or the Participant’s entire period of employment, if
shorter).
	 
	 	(iv)  	Drop-out years. Unless elected otherwise under
Part 3, #11.d. of the Agreement, all Measuring Periods within a
Participant’s Employment Period are included for purposes of
determining Average Compensation. The Employer may elect under Part 3,
#11.d. to exclude the Measuring Period in which the Participant
terminates employment or any Measuring Period during which a
Participant does not complete a designated number of Hours of Service.
If the Employer elects to apply an Hour of Service requirement under
Part 3, #11.d.(2), the designated Hours of Service required for any
particular Participant may not exceed 75% of the Hours of Service that
an Employee working full-time in the same job category as the
Participant would earn during the Measuring Period.






In determining whether the Measuring Periods within an Averaging
Period are consecutive (see subsection (i) above), any Measuring
Period excluded under this subsection (iv) will be disregarded.




	 	(2)  	Covered Compensation. For purposes of applying an Integrated
Benefit Formula, a Participant’s Covered Compensation for the Plan Year is the
average of the Taxable Wage Bases in effect for each calendar year during the
35-year period ending on the last day of the calendar year in which the
Participant attains (or will attain) his/her Social Security Retirement Age. In
determining a Participant’s Covered Compensation, the Taxable Wage Base in
effect as of the beginning of the Plan Year is assumed to remain constant for
all future years. If a Participant is 35 or more years away from his/her Social
Security Retirement Age, the Participant’s Covered Compensation is the Taxable
Wage Base in effect as of the beginning of the Plan Year. A Participant’s
Covered Compensation remains constant for Plan Years beginning after the
calendar year in which the Participant attains Social Security Retirement Age.






Unless elected otherwise under Part 4, #14.d.(2) of the Agreement, a
Participant’s Covered Compensation must be adjusted every Plan Year to
reflect the Taxable Wage Base in effect for such year. The Employer may
designate under Part 4, #14.d.(2)(a) to use Covered Compensation for a Plan
Year earlier than the current Plan Year. Such earlier Plan Year may not be
more than 5 years before the current Plan Year. For the sixth Plan Year
following the Plan Year used to calculate Covered Compensation (as
determined under this sentence), Covered Compensation will be adjusted using
Covered Compensation for the prior Plan Year. Covered Compensation will not
be adjusted for Plan Years prior to the sixth Plan Year following the Plan
Year used to calculate Covered Compensation.




In determining a Participant’s Covered Compensation, the Employer may elect
under Part 4, #14.d.(2)(b) to apply the rounded Covered Compensation tables
issued by the IRS instead of using the applicable Taxable Wage Bases of the
Participant.




	 	(3)  	Excess Compensation. Excess Compensation is used for purposes
of determining a Participant’s Normal Retirement Benefit under an Excess
Benefit Formula. A Participant’s Excess Compensation is the excess (if any) of
the Participant’s Average Compensation over the Integration Level.
	 
	 	(4)  	Integration Level. The Integration Level under the Plan is used
for determining the Excess Compensation or Offset Compensation used to
determine a Participant’s Stated Benefit under the Plan. The Employer may elect
under Part 4, #14.d.(1)(a) of the Agreement to use a Participant’s Covered
Compensation for the Plan Year as the Integration Level. Alternatively, the
Employer may





	 	 	 
	 
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elect under Parts 4, #14.d.(1)(b) – (e) to apply an alternative
Integration Level under the Plan. (See subsection (c)(3)(iii) above for special
rules that apply if the Employer elects an alternative Integration Level.)




	 	(5)  	Offset Compensation. A Participant’s Offset Compensation is
used to determine a Participant’s Stated Benefit under an Offset Benefit
formula. Unless modified under Part 3, #12 of the Agreement, Offset
Compensation is the average of a Participant’s annual Included Compensation
over the three (3) consecutive Plan Years ending with the current Plan Year. A
Participant’s Offset Compensation is taken into account only to the extent it
does not exceed the Integration Level under the Plan. For purposes of
determining a Participant’s Offset Compensation, Included Compensation which
exceeds the Taxable Wage Base in effect for the beginning of a Measuring Period
will not be taken into account.






	 	(i)  	Measuring Period. Unless elected otherwise
under Part 3, #12.a. of the Agreement, Offset Compensation is
determined based on Included Compensation earned during the Plan Year
(or the 12-month period ending on the last day of the Plan Year for a
short Plan Year). Instead of using Plan Years, the Employer may elect
under Part 3, #12.a. to determine Offset Compensation over the 3-year
period ending with or within the current Plan Year based on calendar
years or any other designated 12-month period.
	 
	 	(ii)  	Drop-out years. Unless elected otherwise under
Part 3, #12.b. of the Agreement, Offset Compensation is determined
based on the three consecutive Measuring Periods ending with or within
the current Plan Year. The Employer may elect under Part 3, #12.b. to
disregard the Measuring Period in which a Participant terminates
employment for purposes of determining Offset Compensation.






	 	(6)  	Social Security Retirement Age. An Employee’s retirement age as
determined under Section 230 of the Social Security Retirement Act. For a
Participant who attains age 62 before January 1, 2000 (i.e., born before
January 1, 1938), the Participant’s Social Security Retirement Age is 65. For a
Participant who attains age 62 after December 31, 1999, and before January 1,
2017 (i.e., born after December 31, 1937, but before January 1, 1955), the
Participant’s Social Security Retirement Age is 66. For a Participant attaining
age 62 after December 31, 2016 (i.e., born after December 31, 1954), the
Participant’s Social Security Retirement Age is 67.
	 
	 	(7)  	Stated Benefit. The amount determined in accordance with the
benefit formula selected in Part 4 of the Agreement, payable annually as a
Straight Life Annuity commencing at Normal Retirement Age (or current age, if
later). (See subsection (a) above.)
	 
	 	(8)  	Straight Life Annuity. An annuity payable in equal installments
for the life of the Participant that terminates upon the Participant’s death.
	 
	 	(9)  	Taxable Wage Base. Taxable Wage Base is the contribution and
benefit base under Section 230 of the Social Security Retirement Act at the
beginning of the Plan Year.
	 
	 	(10)  	Year of Participation. For purposes of determining a
Participant’s Stated Benefit under the Plan, a Participant’s Years of
Participation are defined under Part 4, #14.a. of the Agreement. (See
subsection (a) above for rules regarding the determination of a Participant’s
projected Years of Participation.)






The Employer may elect under Part 4, #14.a.(1) to define an Employee’s Years
of Participation as each Plan Year during which the Employee satisfies the
allocation conditions designated under Part 4, #15 of the Agreement (see
Section 2.6 below), including Plan Years prior to the Employee’s becoming an
Eligible Participant under the Plan. Alternatively, the Employer may elect
under Part 4, #14.a.(2) of the Agreement to define an Employee’s Years of
Participation as each Plan Year during which the Employee satisfies the
allocation conditions designated under Part 4, #15 of the Agreement (see
Section 2.6 below), taking into account only Plan Years during which the
Employee is an Eligible Participant. The Employer may elect under Part 4,
#14.a.(3) to disregard any Year of Participation completed prior to a date
designated under the Agreement.




	2.6  	Allocation Conditions. In order to receive an allocation of Employer Contributions (other
than Section 401(k) Deferrals and Safe Harbor Contributions), an Eligible Participant must
satisfy any allocation conditions designated under Part 4, #15 of the Agreement with respect
to such contributions. (Similar allocation conditions apply under Part 4B, #19 of the 401(k)
Agreement for Employer Matching Contributions and Part 4C, #24 of the 401(k) Agreement for
Employer Nonelective Contributions.) Under the Nonstandardized Agreements, the imposition of
an allocation condition may cause the Plan to fail the minimum coverage requirements under
Code §410(b), unless the only allocation condition under the Plan is a safe harbor allocation
condition. (Under the Standardized Agreements, the only





	 	 	 
	 
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allocation condition permitted is a
safe harbor allocation condition. But see (b) below for a special rule upon plan termination.)




	 	(a)  	Safe harbor allocation condition. Under the safe harbor allocation condition
under Part 4, #15.b. of the Nonstandardized Agreement [Part 4B, #19.b. and Part 4C,
#24.b. of the Nonstandardized 401(k) Agreement], the Employer may elect to require an
Eligible Participant to be employed on the last day of the Plan Year or to complete
more than a specified number of Hours of Service (not to exceed 500) during the Plan
Year to receive an allocation of Employer Contributions (other than Section 401(k)
Deferrals or Safe Harbor Contributions) under the Plan. Under this safe harbor
allocation condition, an Eligible Participant whose employment terminates before he/she
completes the designated Hours of Service is not entitled to an allocation of Employer
Contributions subject to such allocation condition. However, if an Eligible Participant
completes at least the designated Hours of Service during a Plan Year, the Participant
is eligible for an allocation of such Employer Contributions, even if the Participant’s
employment terminates during the Plan Year.
	 
	 	   	The imposition of the safe harbor allocation condition will not cause the Plan to
fail the minimum coverage requirements under Code §410(b) because Participants who
are excluded from participation solely as a result of the safe harbor allocation
condition are excluded from the coverage test. Except as provided under subsection
(b) below, the safe harbor allocation condition is the only allocation condition
that may be used under the Standardized Agreement.
	 
	 	(b)  	Application of last day of employment rule for money purchase and target
benefit Plans in year of termination. The Employer may elect under Part 4, #15.c. of
the money purchase or target benefit plan Nonstandardized Agreement to require an
Eligible Participant to be employed on the last day of the Plan Year to receive an
Employer Contribution under the Plan. Regardless of whether the Employer elects to
apply a last day of employment condition under the money purchase or target benefit
plan Agreement, in any Plan Year during which a money purchase or target benefit Plan
is terminated, the last day of employment condition applies. Any unallocated
forfeitures under the Plan will be allocated in accordance with the contribution
formula designated under Part 4 of the Agreement to each Eligible Participant who
completes at least one Hour of Service during the Plan Year.
	 
	 	(c)  	Elapsed Time Method. The Employer may elect under Part 4, #15.e. of the
Nonstandardized Agreement [Part 4B, #19.e. and Part 4C, #24.e. of the Nonstandardized
401(k) Agreement] to apply the allocation conditions using the Elapsed Time Method.
Under the Elapsed Time Method, instead of requiring the completion of a specified
number of Hours of Service, the Employer may require an Employee to be employed with
the Employer for a specified number of consecutive days.






	 	(1)  	Safe harbor allocation condition. The Employer may elect under
Part 4, #15.e.(1) of the Agreement [Part 4B, #19.e.(1) and/or Part 4C,
#24.e.(1) of the Nonstandardized 401(k) Agreement] to apply the safe harbor
allocation condition (as described in subsection (a) above) using the Elapsed
Time Method. Under the safe harbor Elapsed Time Method, a Participant who
terminates employment with less than a specified number of consecutive days of
employment (not more than 91 days) during the Plan Year will not be entitled to
an allocation of the designated Employer Contributions. The use of the safe
harbor allocation condition under the Elapsed Time Method provides the same
protection from coverage as described in subsection (a) above.
	 
	 	(2)  	Service condition. Alternatively, the Employer may elect under
Part 4, #15.e.(2) of the Nonstandardized Agreement [Part 4B, #19.e.(2) and/or
Part 4C, #24.e.(2) of the Nonstandardized 401(k) Agreement] to require an
Employee to complete a specified number of consecutive days of employment (not
exceeding 182) to receive an allocation of the designated Employer
Contributions.






	 	(d)  	Special allocation condition for Employer Matching Contributions under
Nonstandardized 401(k) Agreement. The Employer may elect under Part 4B, #19.f. of the
Nonstandardized 401(k) Agreement to require as a condition for receiving an Employer
Matching Contribution that a Participant not withdraw the underlying applicable
contributions being matched prior to the end of the period for which the Employer
Matching Contribution is being made. Thus, for example, if the Employer elects under
Part 4B, #17.a. of the Nonstandardized 401(k) Agreement to apply the matching
contribution formula on the basis of the Plan Year quarter, a Participant would not be
entitled to an Employer Matching Contribution with respect to any applicable
contributions contributed during a Plan Year quarter to the extent such applicable
contributions are withdrawn prior to the end of the Plan Year quarter during which they
are contributed. A Participant could take a distribution of applicable contributions
that were contributed for a prior period without losing eligibility for a current
Employer Matching Contribution. This subsection (d) will not prevent a Participant from
receiving an Employer Matching Contribution merely because the Participant takes a loan
(as permitted under Article 14) from matched contributions.





	 	 	 
	 
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	 	(e)  	Application to designated period. The Employer may elect under Part 4, #15.f.
of the Nonstandardized Agreement [Part 4B, #19.g. and Part 4C, #24.f. of the
Nonstandardized 401(k) Agreement] to apply any allocation condition(s) selected under
the Agreement on the basis of the period designated under Part 4, #14.a.(1) of the
Nonstandardized Agreement [Part 4B, #17.a. or Part 4C, #23.a.(1) of the Nonstandardized
401(k) Agreement]. If this subsection (e) applies to any allocation condition(s) under
the Plan, the following procedural rules apply. (This subsection (e) does not apply to
the target benefit plan Agreement. See subsection (3) for rules applicable to the
Standardized Agreements.)






	 	(1)  	Last day of employment requirement. If the Employer elects
under Part 4, #15.f. of the Nonstandardized Agreement [Part 4B, #19.g. or Part
4C, #24.f. of the Nonstandardized 401(k) Agreement] to apply the allocation
conditions on the basis of designated periods and the Employer elects to apply
a last day of employment condition under Part 4, #15.c. of the Nonstandardized
Agreement [Part 4B, #19.c. or Part 4C, #24.c. of the Nonstandardized 401(k)
Agreement], an Eligible Participant will be entitled to receive an allocation
of Employer Contributions for the period designated under Part 4, #14.a.(1) of
the Nonstandardized Agreement [Part 4B, #17.a. or Part 4C, #23.a.(1) of the
Nonstandardized 401(k) Agreement] only if the Eligible Participant is employed
with the Employer on the last day of such period. If an Eligible Participant
terminates employment prior to end of the designated period, no Employer
Contribution will be allocated to that Eligible Participant for such period.
Nothing in this subsection (1) will cause an Eligible Participant to lose
Employer Contributions that were allocated for a period prior to the period in
which the individual terminates employment.
	 
	 	(2)  	Hours of Service condition. If the Employer elects to apply the
allocation conditions on the basis of specified periods under Part 4, #15.f. of
the Agreement [Part 4B, #19.g. or Part 4C, #24.f. of the Nonstandardized 401(k)
Agreement], and elects to apply an Hours of Service condition under Part 4,
#15.d. of the Nonstandardized Agreement [Part 4B, #19.d. or Part 4C, #24.d. of
the Nonstandardized 401(k) Agreement], an Eligible Participant will be entitled
to receive an allocation of Employer Contributions for the period designated
under Part 4, #14.a.(1) of the Nonstandardized
Agreement [Part 4B, #17.a. or Part 4C, #23.a.(1) of the Nonstandardized
401(k) Agreement] only if the Eligible Participant completes the required
Hours of Service before the last day of such period. In applying the
fractional method under subsection (i) or the period-by-period method under
subsection (ii), an Eligible Participant who completes a sufficient number
of Hours of Service for the Plan Year to earn a Year of Service under the
Plan will be entitled to a full contribution for the Plan Year, as if the
Eligible Participant satisfied the Hours of Service condition for each
designated period. A catch-up contribution may be required for such
Participants.






	 	(i)  	Fractional method. The Employer may elect under
Part 4, #15.f.(1) of the Nonstandardized Agreement [Part 4B, #19.g.(1)
or Part 4C, #24.f.(1) of the Nonstandardized 401(k) Agreement] to apply
the Hours of Service condition on the basis of specified period using
the fractional method. Under the fractional method, the required Hours
of Service for any period are determined by multiplying the Hours of
Service required under Part 4, #15.d. of the Nonstandardized Agreement
[Part 4B, #19.d. or Part 4C, #24.d. of the Nonstandardized 401(k)
Agreement] by a fraction, the numerator of which is the total number of
periods completed during the Plan Year (including the current period)
and the denominator of which is the total number of periods during the
Plan Year. Thus, for example, if the Employer applies a 1,000 Hours of
Service condition to receive an Employer Matching Contribution and
elects to apply such condition on the basis of Plan Year quarters, an
Eligible Participant would have to complete 250 Hours of Service by the
end of the first Plan Year quarter [1/4 x 1,000], 500 Hours of Service
by the end of the second Plan Year quarter [2/4 x 1,000], 750 Hours of
Service by the end of the third Plan Year quarter [3/4 x 1,000] and
1,000 Hours of Service by the end of the Plan Year [4/4 x 1,000] to
receive an allocation of the Employer Matching Contribution for such
period. If an Eligible Participant does not complete the required Hours
of Service for any period during the Plan Year, no Employer
Contribution will be allocated to that Eligible Participant for such
period. However, if an Eligible Participant completes the required
Hours of Service under Part 4, #15.d. for the Plan Year, such
Participant will receive a full contribution for the Plan Year as if
the Participant satisfied the Hours of Service conditions for each
period during the year. Nothing in this subsection (i) will cause an
Eligible Participant to lose Employer Contributions that were allocated
for a period during which the Eligible Participant completed the
required Hours of Service for such period.
	 
	 	(ii)  	Period-by-period method. The Employer may elect
under Part 4, #15.f.(2) of the Nonstandardized Agreement [Part 4B,
#19.g.(2) or Part 4C, #24.f.(2) of the Nonstandardized 401(k)
Agreement] to apply the Hours of Service condition on the basis of
specified period using the period-by-period method. Under the
period-by-period





	 	 	 
	 
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 method, the required Hours of Service for any period
are determined separately for such period. The Hours of Service
required for any specific period are determined by multiplying the
Hours of Service required under Part 4, #15.d. of the Nonstandardized
Agreement [Part 4B, #19.d. or Part 4C, #24.d. of the Nonstandardized
401(k) Agreement] by a fraction, the numerator of which is one (1) and
the denominator of which is the total number of periods during the Plan
Year. Thus, for example, if the Employer applies a 1,000 Hours of
Service condition to receive an Employer Matching Contribution and
elects to apply such condition on the basis of Plan Year quarters, an
Eligible Participant would have to complete 250 Hours of Service in
each Plan Year quarter [1/4 x 1,000] to receive an allocation of the
Employer Matching Contribution for such period. If an Eligible
Participant does not complete the required Hours of Service for any
period during the Plan Year, no Employer Contribution will be allocated
to that Eligible Participant for such period. However, if an Eligible
Participant completes the required Hours of Service under Part 4,
#15.d. for the Plan Year, such Participant will receive a full
contribution for the Plan Year as if the Participant satisfied the
Hours of Service conditions for each period during the year. Nothing in
this subsection (ii) will cause an Eligible Participant to lose
Employer Contributions that were allocated for a period during which
the Eligible Participant completed the required Hours of Service for
such period.




	 	(3)  	Safe harbor allocation condition. If the Employer elects to
apply the allocation conditions on the basis of specified periods under Part 4,
#15.f. of the Nonstandardized Agreement [Part 4B, #19.g. or Part 4C, #24.f. of
the Nonstandardized 401(k) Agreement] and elects to apply the safe harbor
allocation condition under Part 4, #15.b. of the Nonstandardized Agreement
[Part 4B, #19.b. or Part 4C, #24.b. of the Nonstandardized 401(k) Agreement],
the rules under subsection (1) above will apply, without regard to the rules
under subsection (2) above. Thus, an Eligible Employee who terminates during a
period designated under Part 4, #14.a.(1) of the Nonstandardized Agreement
[Part 4B, #17.a. or Part 4C, #23.a.(1) of the Nonstandardized 401(k)
Agreement] will not receive an allocation of Employer Contributions for such
period if the Eligible Participant has not completed the Hours of Service
designated under Part 4, #15.b. of the Nonstandardized Agreement [Part 4B,
#19.b. or Part 4C, #24.b. of the Nonstandardized 401(k) Agreement]. Nothing
in this subsection (3) will cause an Eligible Participant to lose Employer
Contributions that were allocated for a period prior to the period in which
the individual terminates employment. (This subsection (3) also applies if
the Employer elects to apply the safe harbor allocation condition on the
basis of specified periods under Part 4, #15.c. of the Standardized
Agreement [Part 4B, #19.c. or Part 4C, #22.c. of the Standardized 401(k)
Agreement].)
	 
	 	(4)  	Elapsed Time Method. The election to apply the allocation
conditions on the basis of specified periods does not apply to the extent the
Elapsed Time Method applies under Part 4, #15.e. of the Nonstandardized
Agreement [Part 4B, #19.e. or Part 4C, #24.e. of the Nonstandardized 401(k)
Agreement]. If an Employer elects to apply the allocation conditions on the
basis of specified periods and elects to apply the Elapsed Time Method, an
Eligible Employee will be entitled to an allocation of Employer Contributions
if such Eligible Participant is employed as of the last day of such period,
without regard to the number of consecutive days in such period. Thus, in
effect, the Elapsed Time Method will only apply to prevent an allocation of
Employer Contributions for the last designated period in the Plan Year, if the
Eligible Participant has not completed the consecutive days required under Part
4, #15.e. of the Nonstandardized Agreement [Part 4B, #19.e. or Part 4C, #24.e.
of the Nonstandardized 401(k) Agreement] by the end of the Plan Year. The last
day of employment rules subsection (1) above still may apply (to the extent
applicable) for periods during which the Eligible Participant terminates
employment.






	2.7  	Fail-Safe Coverage Provision. If the Employer has elected to apply a last day of the Plan
Year allocation condition and/or an Hours of Service allocation condition under a
Nonstandardized Agreement, the Employer may elect under Part 13, #56 of the Nonstandardized
Agreement [Part 13, #74 of the Nonstandardized 401(k) Agreement] to apply the Fail-Safe
Coverage Provision. Under the Fail-Safe Coverage Provision, if the Plan fails to satisfy the
ratio percentage coverage requirements under Code §410(b) for a Plan Year due to the
application of a last day of the Plan Year allocation condition and/or an Hours of Service
allocation condition, such allocation condition(s) will be automatically eliminated for the
Plan Year for certain otherwise Eligible Participants, under the process described in
subsections (a) through (d) below, until enough Eligible Participants are benefiting under the
Plan so that the ratio percentage test of Treasury Regulation §1.410(b)-2(b)(2) is satisfied.






If the Employer elects to have the Fail-Safe Coverage Provision apply, such provision
automatically applies for any Plan Year for which the Plan does not satisfy the ratio
percentage coverage test under Code §410(b). (Except as provided in the following paragraph,
the Plan may not use the average benefits test to comply with the minimum coverage
requirements if the Fail-Safe Coverage Provision is elected.) The Plan satisfies the ratio
percentage test if the percentage of the Nonhighly Compensated Employees under the Plan is
at least 70% of the percentage of the Highly



	 	 	 
	 
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Compensated Employees who benefit under the
Plan. An Employee is benefiting for this purpose only if he/she actually receives an
allocation of Employer Contributions or forfeitures or, if testing coverage of a 401(m)
arrangement (i.e., a Plan that provides for Employer Matching Contributions and/or Employee
After-Tax Contributions), the Employee would receive an allocation of Employer Matching
Contributions by making the necessary contributions or the Employee is eligible to make
Employee After-Tax Contributions. To determine the percentage of Nonhighly Compensated
Employees or Highly Compensated Employees who are benefiting, the following Employees are
excluded for purposes of applying the ratio percentage test: (i) Employees who have not
satisfied the Plan’s minimum age and service conditions under Section 1.4; (ii) Nonresident
Alien Employees; (iii) Union Employees; and (iv) Employees who terminate employment during
the Plan Year with less than 501 Hours of Service and do not benefit under the Plan.




Under the Fail-Safe Coverage Provision, certain otherwise Eligible Participants who are not
benefiting for the Plan Year as a result of a last day of the Plan Year allocation condition
or an Hours of Service allocation condition will participate under the Plan based on whether
such Participants are Category 1 Employees or Category 2 Employees. Alternatively, the
Employer may elect under Part 13, #56.b.(2) of the Nonstandardized Agreement [Part 13,
#74.b.(2) of the Nonstandardized 401(k) Agreement] to apply the special Fail-Safe Coverage
Provision described in (d) below which eliminates the allocation conditions for otherwise
Eligible Participants with the lowest Included Compensation. If after applying the Fail-Safe
Coverage Provision, the Plan does not satisfy the ratio percentage coverage test, the
Fail-Safe Coverage Provision does not apply, and the Plan may use any other available method
(including the average benefit test) to satisfy the minimum coverage requirements under Code
§410(b).




	 	(a)  	Top-Heavy Plans. Unless provided otherwise under Part 13, #56.b.(1) of the
Nonstandardized Agreement [Part 13, #74.b.(1) of the Nonstandardized 401(k) Agreement],
if the Plan is a Top-Heavy Plan, the Hours of Service allocation condition will be
eliminated for all Non-Key Employees who are Nonhighly Compensated Employees, prior to
applying the Fail-Safe Coverage Provisions under subsections (b) and (c) or (d) below.
	 
	 	(b)  	Category 1 Employees - Otherwise Eligible Participants (who are Nonhighly
Compensated Employees) who are still employed by the Employer on the last day of the
Plan Year but who failed to satisfy the Plan’s Hours of Service condition. The Hours of
Service allocation condition will be eliminated for Category 1 Employees (who did not
receive an allocation under the Plan due to the Hours of Service allocation condition)
beginning with the Category 1 Employee(s) credited with the most Hours of Service for
the Plan Year and continuing with the Category 1 Employee(s) with the next most Hours
of Service until the ratio percentage test is satisfied. If two or more Category 1
Employees have the same number of Hours of Service, the allocation condition will be
eliminated for those Category 1 Employees starting with the Category 1 Employee(s) with
the lowest Included Compensation. If the Plan still fails to satisfy the ratio
percentage test after all Category 1 Employees receive an allocation, the Plan proceeds
to Category 2 Employees.
	 
	 	(c)  	Category 2 Employees - Otherwise Eligible Participants (who are Nonhighly
Compensated Employees) who terminated employment during the Plan Year with more than
500 Hours of Service. The last day of the Plan Year allocation condition will then be
eliminated for Category 2 Employees (who did not receive an allocation under the Plan
due to the last day of the Plan Year allocation condition) beginning with the Category
2 Employee(s) who terminated employment closest to the last day of the Plan Year and
continuing with the Category 2 Employee(s) with a termination of employment date that
is next closest to the last day of the Plan Year until the ratio percentage test is
satisfied. If two or more Category 2 Employees terminate employment on the same day,
the allocation condition will be eliminated for those Category 2 Employees starting
with the Category 2 Employee(s) with the lowest Included Compensation.
	 
	 	(d)  	Special Fail-Safe Coverage Provision. Instead of applying the Fail-Safe
Coverage Provision based on Category 1 and Category 2 Employees, the Employer may elect
under Part 13, #56.b.(2) of the Nonstandardized Agreement [Part 13, #74.b.(2) of the
Nonstandardized 401(k) Agreement] to eliminate the allocation conditions beginning with
the otherwise Eligible Participant(s) (who are Nonhighly Compensated Employees and who
did not terminate employment during the Plan Year with 500 Hours of Service or less)
with the lowest Included Compensation and continuing with such otherwise Eligible
Participants with the next lowest Included Compensation until the ratio percentage test
is satisfied. If two or more otherwise Eligible Participants have the same Included
Compensation, the allocation conditions will be eliminated for all such individuals.






	2.8  	Deductible Employee Contributions. The Plan Administrator will not accept deductible employee
contributions that are made for a taxable year beginning after December 31, 1986.
Contributions made prior to that date will be maintained in a separate Account which will be
nonforfeitable at all times. The Account will share in the gains and losses under the Plan in
the same manner as described in Section 13.4. No part of the deductible voluntary contribution
Account will be used to purchase life insurance. Subject to the Joint and Survivor Annuity
requirements under Article 9 (if applicable), the Participant may withdraw any part of the
deductible voluntary contribution Account by making a written application to the Plan
Administrator.





	 	 	 
	 
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ARTICLE 3

EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND TRANSFERS



This Article provides the rules regarding Employee After-Tax Contributions, Rollover Contributions
and transfers that may be made under this Plan. The Trustee has the authority under Article 12 to
accept Rollover Contributions under this Plan and to enter into transfer agreements concerning the
transfer of assets from another qualified retirement plan to this Plan, if so directed by the Plan
Administrator.





	3.1  	Employee After-Tax Contributions. The Employer may elect under Part 4D of the Nonstandardized
401(k) Agreement to allow Eligible Participants to make Employee After-Tax Contributions under
the Plan. Employee After-Tax Contributions may only be made under the Nonstandardized 401(k)
Agreement. Any Employee After-Tax Contributions made under this Plan are subject to the ACP
Test outlined in Section 17.3. (Nothing under this Section precludes the holding of Employee
After-Tax Contributions under a profit sharing plan or money purchase plan that were made
prior to the adoption of this Prototype Plan.)
	 
	   	The Employer may elect under Part 4D, #25 of the Nonstandardized 401(k) Agreement to impose
a limit on the maximum amount of Included Compensation an Eligible Participant may
contribute as an Employee After-Tax Contribution. The Employer may also elect under Part 4D,
#26 of the Nonstandardized 401(k) Agreement to impose a minimum amount that an Eligible
Participant may contribute to the Plan during any payroll period.
	 
	   	Employee After-Tax Contributions must be held in the Participant’s Employee After-Tax
Contribution Account, which is always 100% vested. A Participant may withdraw amounts from
his/her Employee After-Tax Contribution Account at any time, in accordance with the
distribution rules under Section 8.5(a), except as prohibited under Part 10 of the
Agreement. No forfeitures will occur solely as a result of an Employee’s withdrawal of
Employee After-Tax Contributions.
	 
	3.2  	Rollover Contributions. An Employee may make a Rollover Contribution to this Plan from
another “qualified retirement plan” or from a “conduit IRA,” if the acceptance of rollovers is
permitted under Part 12 of the Agreement or if the Plan Administrator adopts administrative
procedures regarding the acceptance of Rollover Contributions. Any Rollover Contribution an
Employee makes to this Plan will be held in the Employee’s Rollover Contribution Account,
which is always 100% vested. A Participant may withdraw amounts from his/her Rollover
Contribution Account at any time, in accordance with the distribution rules under Section
8.5(a), except as prohibited under Part 10 of the Agreement.
	 
	   	For purposes of this Section 3.2, a “qualified retirement plan” is any tax qualified
retirement plan under Code §401(a) or any other plan from which distributions are eligible
to be rolled over into this Plan pursuant to the Code, regulations, or other IRS guidance. A
“conduit IRA” is an IRA that holds only assets that have been properly rolled over to that
IRA from a qualified retirement plan under Code §401(a). To qualify as a Rollover
Contribution under this Section, the Rollover Contribution must be transferred directly from
the qualified retirement plan or conduit IRA in a Direct Rollover or must be transferred to
the Plan by the Employee within sixty (60) days following receipt of the amounts from the
qualified plan or conduit IRA.
	 
	   	If Rollover Contributions are permitted, an Employee may make a Rollover Contribution to the
Plan even if the Employee is not an Eligible Participant with respect to any or all other
contributions under the Plan, unless otherwise prohibited under separate administrative
procedures adopted by the Plan Administrator. An Employee who makes a Rollover Contribution
to this Plan prior to becoming an Eligible Participant shall be treated as a Participant
only with respect to such Rollover Contribution Account, but shall not be treated as an
Eligible Participant until he/she otherwise satisfies the eligibility conditions under the
Plan.
	 
	   	The Plan Administrator may refuse to accept a Rollover Contribution if the Plan
Administrator reasonably believes the Rollover Contribution (a) is not being made from a
proper plan or conduit IRA; (b) is not being made within sixty (60) days from receipt of the
amounts from a qualified retirement plan or conduit IRA; (c) could jeopardize the tax-exempt
status of the Plan; or (d) could create adverse tax consequences for the Plan or the
Employer. Prior to accepting a Rollover Contribution, the Plan Administrator may require the
Employee to provide satisfactory evidence establishing that the Rollover Contribution meets
the requirements of this Section.
	 
	   	The Plan Administrator may apply different conditions for accepting Rollover Contributions
from qualified retirement plans and conduit IRAs. Any conditions on Rollover Contributions
must be applied uniformly to all Employees under the Plan.
	 
	3.3  	Transfer of Assets. The Plan Administrator may direct the Trustee to accept a transfer of
assets from another qualified retirement plan on behalf of any Employee, even if such Employee
is not eligible to receive other contributions under the Plan. If a transfer of assets is made
on behalf of an Employee prior to the Employee’s becoming an Eligible Participant, the
Employee shall be treated as a Participant for all purposes with respect to such transferred
amount. Any assets transferred to this Plan from another plan must be accompanied by written
instructions designating the name of





	 	 	 
	 
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	  	each Employee for whose benefit such amounts are being
transferred, the current value of such assets, and the sources from which such amounts are
derived. The Plan Administrator will deposit any transferred assets in the appropriate
Participant’s Transfer Account. The Transfer Account will contain any sub-Accounts necessary
to separately track the sources of the transferred assets. Each sub-Account will be treated in
the same manner as the corresponding Plan Account.
	 
	   	The Plan Administrator may direct the Trustee to accept a transfer of assets from another
qualified plan of the Employer in order to comply with the qualified replacement plan
requirements under Code §4980(d) (relating to the excise tax on reversions from a qualified
plan) without affecting the status of this Plan as a Prototype Plan. A transfer made
pursuant to Code §4980(d) will be allocated as Employer Contributions either in the Plan
Year in which the transfer occurs, or over a period of Plan Years (not exceeding the maximum
period permitted under Code §4980(d)), as provided in the applicable transfer agreement. To
the extent a transfer described in this paragraph is not totally allocable in the Plan Year
in which the transfer occurs, the portion which is not allocable will be credited to a
suspense account until allocated in accordance with the transfer agreement.
	 
	   	The Plan Administrator may refuse to accept a transfer of assets if the Plan Administrator
reasonably believes the transfer (a) is not being made from a proper qualified plan; (b)
could jeopardize the tax-exempt status of the Plan; or (c) could create adverse tax
consequences for the Plan or the Employer. Prior to accepting a transfer of assets, the Plan
Administrator may require evidence documenting that the transfer of assets meets the
requirements of this Section. The Trustee will have no responsibility to determine whether
the transfer of assets meets the requirements of this Section; to verify the correctness of
the amount and type of assets being transferred to the Plan; or to perform any due diligence
review with respect to such transfer.






	(a)	 	Protection of Protected Benefits. Except in the case of a Qualified Transfer
(as defined in subsection (d) below), a transfer of assets is initiated at the Plan
level and does not require Participant or spousal consent. If the Plan Administrator
directs the Trustee to accept a transfer of assets to this Plan, the Participant on
whose behalf the transfer is made retains all Protected Benefits that applied to such
transferred assets under the transferor plan.
	 
	(b)	 	Transferee plan. Except in the case of a Qualified Transfer (as defined in
subsection (d)), if the Plan Administrator directs the Trustee to accept a transfer of
assets from another plan which is subject to the Joint and Survivor Annuity
requirements under Code §401(a)(11), the amounts so transferred continue to be subject
to such requirements, as provided in Article 9. If this Plan is not otherwise subject
to the Qualified Joint and Survivor Annuity requirements (as determined under Part 11,
#41.a. of the Agreement [Part 11, #59.a. of the 401(k) Agreement]), the Qualified Joint
and Survivor Annuity requirements apply only to the amounts under the Transfer Account
which are attributable to the amounts which were subject to the Qualified Joint and
Survivor Annuity requirements under the transferor plan. The Employer may override this
default rule by checking Part 11, #41.b. of the Agreement [Part 11, #59.b. of the
401(k) Agreement] thereby subjecting the entire Plan to the Qualified Joint and
Survivor Annuity Requirements.
	 
	(c)	 	Transfers from a Defined Benefit Plan, money purchase plan or 401(k) plan.






	 	(1)  	Defined Benefit Plan. The Plan Administrator will not direct
the Trustee to accept a transfer of assets from a Defined Benefit Plan unless
such transfer qualifies as a Qualified Transfer (as defined in subsection (d)
below) or the assets transferred from the Defined Benefit Plan are in the form
of paid-up annuity contracts which protect all the Participant’s Protected
Benefits under the Defined Benefit Plan. (However, see the special rule under
the second paragraph of Section 3.3 above regarding transfers authorized under
Code §4980(d).)
	 
	 	(2)  	Money purchase plan. If this Plan is a profit sharing plan or a
401(k) plan and the Plan Administrator directs the Trustee to accept a transfer
of assets from a money purchase plan (other than as a Qualified Transfer as
defined in subsection (d) below), the amounts transferred (and any gains
attributable to such transferred amounts) continue to be subject to the
distribution restrictions applicable to money purchase plan assets under the
transferor plan. Such amounts may not be distributed for reasons other than
death, disability, attainment of Normal Retirement Age, or termination of
employment, regardless of any distribution provisions under this Plan that
would otherwise permit a distribution prior to such events.
	 
	 	(3)  	401(k) plan. If the Plan Administrator directs the Trustee to
accept a transfer of Section 401(k) Deferrals, QMACs, QNECs, or Safe Harbor
Contributions from a 401(k) plan, such amounts retain their character under
this Plan and such amounts (including any allocable gains or losses) remain
subject to the distribution restrictions applicable to such amounts under the
Code.






	(d)	 	Qualified Transfer. The Plan may eliminate certain Protected Benefits (as
provided under subsection (3) below) related to plan assets that are received in a
Qualified Transfer from another plan. A Qualified Transfer





	 	 	 
	 
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	 	      	  is a plan-to-plan transfer of a Participant’s benefits that meets the requirements under subsection (1) or (2)
below.






	 	(1)  	Elective transfer. A plan-to-plan transfer of a Participant’s
benefits from another qualified plans is a Qualified Transfer if such transfer
satisfies the following requirements.






	 	(i)  	The Participant must have the right to receive
an immediate distribution of his/her benefits under the transferor plan
at the time of the Qualified Transfer. For transfers that occur on or
after January 1, 2002, the Participant must not be eligible at the time
of the Qualified Transfer to take an immediate distribution of his/her
entire benefit in a form that would be entirely eligible for a Direct
Rollover.
	 
	 	(ii)  	The Participant on whose behalf benefits are
being transferred must make a voluntary, fully informed election to
transfer his/her benefits to this Plan.
	 
	 	(iii)  	The Participant must be provided an
opportunity to retain the Protected Benefits under the transferor plan.
This requirement is satisfied if the Participant is given the option to
receive an annuity that protects all Protected Benefits under the
transferor plan or the option of leaving his/her benefits in the
transferor plan.
	 
	 	(iv)  	The Participant’s spouse must consent to the
Qualified Transfer if the transferor plan is subject to the Joint and
Survivor Annuity requirements under Article 9. The spouse’s consent
must satisfy the requirements for a Qualified Election under Section
9.4(d).
	 
	 	(v)   	 The amount transferred (along with any contemporaneous Direct Rollover) must not be less than the value of the
Participant’s vested benefit under the transferor plan.
	 
	 	(vi)  	The Participant must be fully vested in the
transferred benefit.






	 	(2)  	Transfer upon specified events. For transfers that occur on or
after September 6, 2000, a plan-to-plan transfer of a Participant’s entire
benefit (other than amounts the Plan accepts as a Direct Rollover) from another
Defined Contribution Plan that is made in connection with an asset or stock
acquisition, merger, or other similar transaction involving a change in the
Employer or is made in connection with a Participant’s change in employment
status that causes the Participant to become ineligible for additional
allocations under the transferor plan, is a Qualified Transfer if such transfer
satisfies the following requirements:






	 	(i)  	The Participant need not be eligible for an
immediate distribution of his/her benefits under the transferor plan.
	 
	 	(ii)  	The Participant on whose behalf benefits are
being transferred must make a voluntary, fully informed election to
transfer his/her benefits to this Plan.
	 
	 	(iii)  	The Participant must be provided an
opportunity to retain the Protected Benefits under the transferor plan.
This requirement is satisfied if the Participant is given the option to
receive an annuity that protects all Protected Benefits under the
transferor plan or the option of leaving his/her benefits in the
transferor plan.
	 
	 	(iv)  	The benefits must be transferred between plans
of the same type. To satisfy this requirement, the transfer must
satisfy the following requirements.






	 	(A)  	To accept a Qualified Transfer
under this subsection (2) from a money purchase plan, this Plan
also must be a money purchase plan.
	 
	 	(B)  	To accept a Qualified Transfer
under this subsection (2) from a 401(k) plan, this Plan also
must be a 401(k) plan.
	 
	 	(C)  	To accept a Qualified Transfer
under this subsection (2) from a profit sharing plan, this Plan
may be any type of Defined Contribution Plan.





	 	 	 
	 
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	 	(3)  	Treatment of Qualified Transfer.






	 	(i)  	Rollover Contribution Account. If the Plan
Administrator directs the Trustee to accept on behalf of a Participant
a transfer of assets that qualifies as a Qualified Transfer, the Plan
Administrator will treat such amounts as a Rollover Contribution and
will deposit such amounts in the Participant’s Rollover Contribution
Account. A Qualified Transfer may include benefits derived from
Employee After-Tax Contributions.
	 
	 	(ii)  	Elimination of Protected Benefits. If the Plan
accepts a Qualified Transfer, the Plan does not have to protect any
Protected Benefits derived from the transferor plan. However, if the
Plan accepts a Qualified Transfer that meets the requirements for a
transfer under subsection (2) above, the Plan must continue to protect
the QJSA benefit if the transferor plan is subject to the QJSA
requirements.






	 	(e)  	Trustee’s right to refuse transfer. If the assets to be transferred to the Plan
under this Section 3.3 are not susceptible to proper valuation and identification or
are of such a nature that their valuation is incompatible with other Plan assets, the
Trustee may refuse to accept the transfer of all or any specific asset, or may
condition acceptance of the assets on the sale or disposition of any specific asset.





	 	 	 
	 
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ARTICLE 4

PARTICIPANT VESTING



This Article contains the rules for determining the vested (nonforfeitable) amount of a
Participant’s Account Balance under the Plan. Part 6 of the Agreement contains specific elections
for applying these vesting rules. Part 7 of the Agreement contains special service crediting
elections to override the default provisions under this Article.





	4.1  	In General. A Participant’s vested interest in his/her Employer Contribution Account and
Employer Matching Contribution Account is determined based on the vesting schedule elected in
Part 6 of the Agreement. A Participant is always fully vested in his/her Section 401(k)
Deferral Account, Employee After-Tax Contribution Account, QNEC Account, QMAC Account, Safe
Harbor Nonelective Contribution Account, Safe Harbor Matching Contribution Account, and
Rollover Contribution Account.






	 	(a)  	Attainment of Normal Retirement Age. Regardless of the Plan’s vesting schedule,
a Participant’s right to his/her Account Balance is fully vested upon the date he/she
attains Normal Retirement Age, provided the Participant is an Employee on or after such
date.
	 
	 	(b)  	Vesting upon death, becoming Disabled, or attainment of Early Retirement Age.
If elected by the Employer in Part 6, #21 of the Agreement [Part 6, #39 of the 401(k)
Agreement], a Participant will become fully vested in his/her Account Balance if the
Participant dies, becomes Disabled, or attains Early Retirement Age while employed by
the Employer.
	 
	 	(c)  	Addition of Employer Nonelective Contribution or Employer Matching
Contribution. If the Plan is a Safe Harbor 401(k) Plan as defined in Section 17.6, all
amounts allocated to the Participant’s Safe Harbor Nonelective Contribution Account
and/or Safe Harbor Matching Contribution Account are always 100% vested. If a Safe
Harbor 401(k) Plan is amended to add a regular Employer Nonelective Contribution or
Employer Matching Contribution, a Participant’s vested interest in such amounts is
determined in accordance with the vesting schedule selected under Part 6 of the
Agreement. The addition of a vesting schedule under Part 6 for such contributions is
not considered an amendment of the vesting schedule under Section 4.7 below merely
because the Participant was fully vested in his/her Safe Harbor Nonelective
Contribution Account or Safe Harbor Matching Contribution Account.
	 
	 	(d)  	Vesting upon merger, consolidation or transfer. No accelerated vesting will be required solely because a Defined
Contribution Plan is merged with another Defined Contribution Plan, or because
assets are transferred from a Defined Contribution Plan to another Defined
Contribution Plan. Thus, for example, Participants will not automatically become
100% vested in their Employer Contribution Account(s) solely on account of a merger
of a money purchase plan with a profit sharing or 401(k) Plan or a transfer of
assets between such Plans. (See Section 18.3 for the benefits that must be protected
as a result of a merger, consolidation or transfer.)






	4.2  	Vesting Schedules. The Plan’s vesting schedule will determine an Employee’s vested percentage
in his/her Employer Contribution Account and/or Employer Matching Contribution Account. The
vested portion of a Participant’s Employer Contribution Account and/or Employer Matching
Contribution Account is determined by multiplying the Participant’s vesting percentage
determined under the applicable vesting schedule by the total amount under the applicable
Account.
	 
	   	The Employer must elect a normal vesting schedule and a Top-Heavy Plan vesting schedule
under Part 6 of the Agreement. The Top-Heavy Plan vesting schedule will apply for any Plan
Year in which the plan is a Top-Heavy Plan. If this Plan is a 401(k) plan, the Employer must
elect a normal and Top-Heavy Plan vesting schedule for both Employer Nonelective
Contributions and Employer Matching Contributions, but only to the extent such contributions
are authorized under Part 4B and/or Part 4C of the 401(k) Agreement.
	 
	   	The Employer may choose any of the following vesting schedules as the normal vesting
schedule under Part 6 of the Agreement. For the Top-Heavy Plan vesting, the Employer may
only choose the full and immediate, 6-year graded, 3-year cliff, or modified vesting
schedule, as described below.






	 	(a)  	Full and immediate vesting schedule. Under the full and immediate vesting
schedule, the Participant is always 100% vested in his/her Account Balance.





	 	 	 
	 
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	 	(b)  	7-year graded vesting schedule. Under the 7-year graded vesting schedule, an
Employee vests in his/her Employer Contribution Account and/or Employer Matching
Contribution Account in the following manner:




After 3 Years of Service – 20% vesting

After 4 Years of Service – 40% vesting

After 5 Years of Service – 60% vesting

After 6 Years of Service – 80% vesting

After 7 Years of Service – 100% vesting




	 	(c)  	6-year graded vesting schedule. Under the 6-year graded vesting schedule, an
Employee vests in his/her Employer Contribution Account and/or Employer Matching
Contribution Account in the following manner:




After 2 Years of Service – 20% vesting

After 3 Years of Service – 40% vesting

After 4 Years of Service – 60% vesting

After 5 Years of Service – 80% vesting

After 6 Years of Service – 100% vesting




	 	(d)  	5-year cliff vesting schedule. Under the 5-year cliff vesting schedule, an
Employee is 100% vested after 5 Years of Service. Prior to the fifth Year of Service,
the vesting percentage is zero.
	 
	 	(e)  	3-year cliff vesting schedule. Under the 3-year cliff vesting schedule, an
Employee is 100% vested after 3 Years of Service. Prior to the third Year of Service,
the vesting percentage is zero.
	 
	 	(f)  	Modified vesting schedule. For the normal vesting schedule, the Employer may
elect a modified vesting schedule under which the vesting percentage for each Year of
Service is not less than the percentage that would be required for each Year of Service
under the 7-year graded vesting schedule, unless 100% vesting occurs after no more than
5 Years of Service. For the Top-Heavy Plan vesting schedule, the Employer may elect a
modified vesting schedule under which the vesting percentage for each Year of Service
is not less than the percentage that would be required for each Year of Service under
the 6-year graded vesting schedule, unless 100% vesting occurs after no more than 3
Years of Service.






	4.3  	Shift to/from Top-Heavy Vesting Schedule. For a Plan Year in which the Plan is a Top-Heavy
Plan, the Plan automatically shifts to the Top-Heavy Plan vesting schedule. Once a Plan uses a
Top-Heavy Plan vesting schedule, that schedule will continue to apply for all subsequent Plan
Years. The Employer may override this default provision under Part 6, #22 of the
Nonstandardized Agreement [Part 6, #40 of the Nonstandardized 401(k) Agreement]. The rules
under Section 4.7 will apply when a Plan shifts to or from a Top-Heavy Plan vesting schedule.
	 
	4.4  	Vesting Computation Period. For purposes of computing a Participant’s vested interest in
his/her Employer Contribution Account and/or Employer Matching Contribution Account, an
Employee’s Vesting Computation Period is the 12-month period measured on a Plan Year basis,
unless the Employer elects under Part 7, #26 of the Agreement [Part 7, #44 of the 401(k)
Agreement] to measure Vesting Computation Periods using Anniversary Years. The Employer may
designate an alternative 12-month period under Part 7, #26.b. of the Nonstandardized
Agreement [Part 7, #44.b. of the Nonstandardized 401(k) Agreement]. Any Vesting Computation
Period designated under Part 7, #26.b. or #44.b., as applicable, must be a 12-consecutive
month period and must apply uniformly to all Participants.






	 	(a)  	Anniversary Years. If the Employer elects to measure Vesting Computation
Periods using Anniversary Years, the Vesting Computation Period is the 12-month period
commencing on the Employee’s Employment Commencement Date (or Reemployment Commencement
Date) and each subsequent 12-month period commencing on the anniversary of such date.
	 
	 	(b)  	Measurement on same Vesting Computation Period. The Plan will measure Years of
Service and Breaks in Service (if applicable) for purposes of vesting on the same
Vesting Computation Period.






	4.5  	Crediting Years of Service for Vesting Purposes. Unless the Employer elects otherwise under
Part 7, #25 of the Agreement [Part 7, #43 of the 401(k) Agreement], an Employee will earn one
Year of Service for purposes of applying the vesting rules if the Employee completes 1,000
Hours of Service with the Employer during a Vesting Computation Period. An Employee will
receive credit for a Year of Service as of the end of the Vesting Computation Period, if the
Employee completes the required Hours of Service during such period, even if the Employee is
not employed for the entire period.






	 	(a)  	Calculating Hours of Service. In calculating an Employee’s Hours of Service for
purposes of applying the vesting rules under this Article, the Employer will use the
Actual Hours Crediting Method, unless the Employer elects otherwise under Part 7, #25
of the Agreement [Part 7, #43 of the 401(k) Agreement]. (See Article 6 of this Plan for
a description of the alternative service crediting methods.)





	 	 	 
	 
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	 	(b)  	Excluded service. Unless the Employer elects to exclude certain service with
the Employer under Part 6, #20 of the Agreement [Part 6, #38 of the 401(k) Agreement],
all service with the Employer is counted for vesting purposes.






	 	(1)  	Service before the Effective Date of the Plan. Under Part 6,
#20.a. of the Agreement [Part 6, #38.a. of the 401(k) Agreement], the Employer
may elect to exclude service during any period for which the Employer did not
maintain the Plan or a Predecessor Plan. For this purpose, a Predecessor Plan
is a qualified plan maintained by the Employer that is terminated within the
5-year period immediately preceding or following the establishment of this
Plan. A Participant’s service under a Predecessor Plan must be counted for
purposes of determining the Participant’s vested percentage under this Plan.
	 
	 	(2)  	Service before a certain age. Under Part 6, #20.b. of the
Agreement [Part 6, #38.b.of the 401(k) Agreement], the Employer may elect to
exclude service before an Employee attains a certain age. For this purpose, the
Employer may not designate an age greater than 18. An Employee will be credited
with a Year of Service for the Vesting Computation Period during which the
Employee attains the requisite age, provided the Employee satisfies all other
conditions required for a Year of Service.






	4.6  	Vesting Break in Service Rules. Except as provided under Section 4.5(b), in determining a
Participant’s vested percentage, a Participant is credited with all Years of Service earned
with the Employer, subject to the following Break in Service rules. In applying these Break in
Service rules, Years of Service and Breaks in Service (as defined in Section 22.27) are
measured on the same Vesting Computation Period as defined in Section 4.4 above.






	 	(a)  	One-year holdout Break in Service. The one-year holdout Break in Service rule
will not apply unless the Employer specifically elects in Part 7, #27.b. of the
Nonstandardized Agreement [Part 7, #45.b. of the Nonstandardized 401(k) Agreement] to
have it apply. If the one-year holdout Break in Service rule is elected, an Employee
who has a one-year Break in Service will not be credited for vesting purposes with any
Years of Service earned before such one-year Break in Service until the Employee has
completed a Year of Service after the one-year Break in Service. The one-year holdout
rule does not apply under the Standardized Agreement.
	 
	 	(b)  	Five-Year Forfeiture Break in Service. In the case of a Participant who has
five (5) consecutive one-year Breaks in Service, all Years of Service after such Breaks
in Service will be disregarded for the purpose of vesting in the portion of the
Participant’s Employer Contribution Account and/or Employer Matching Contribution
Account that accrued before such Breaks in Service, but both pre-break and post-break
service will count for purposes of vesting in the portion of such Accounts that accrues
after such breaks. The Participant will forfeit the nonvested portion of his/her
Employer Contribution Account and/or Employer Matching Contribution Account accrued
prior to incurring five consecutive Breaks in Service, in accordance with Section
5.3(b).
	 
	 	   	In the case of a Participant who does not have five consecutive one-year Breaks in
Service, all Years of Service will count in vesting both the pre-break and
post-break Account Balance derived from Employer Contributions.
	 
	 	(c)  	Rule of Parity Break in Service. This Break in Service rule applies only to
Participants who are totally nonvested (i.e., 0% vested) in their Employer
Contribution Account and Employer Matching Contribution Account. If an Employee is
vested in any portion of his/her Employer Contribution Account or Employer Matching
Contribution Account, the Rule of Parity does not apply. Under this Break in Service
rule, if a nonvested Participant incurs a period of consecutive one-year Breaks in
Service which equals or exceeds the greater of five (5) or the Participant’s aggregate
number of Years of Service with the Employer, all service earned prior to the
consecutive Break in Service period will be disregarded and the Participant will be
treated as a new Employee for purposes of determining vesting under the Plan. The
Employer may elect under Part 7, #27.a. of the Agreement [Part 7, #45.a. of the 401(k)
Agreement] not to apply the Rule of Parity Break in Service rule.






	 	(1)  	Previous application of the Rule of Parity Break in Service
rule. In determining a Participant’s aggregate Years of Service for purposes of
applying the Rule of Parity Break in Service rule, any Years of Service
otherwise disregarded under a previous application of this rule are not
counted.
	 
	 	(2)  	Application to the 401(k) Agreement. The Rule of Parity Break
in Service rule applies only to determine the individual’s vesting rights with
respect to his/her Employer Contribution Account and Employer Matching
Contribution Account. In determining whether a Participant is totally nonvested

for purposes of applying the Rule of Parity Break in Service rule, the
Participant’s Section 401(k) Deferral Account, Employee After-Tax Contribution
Account, QMAC Account,





	 	 	 
	 
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	 	  	QNEC Account, Safe Harbor Nonelective Contribution
Account, Safe Harbor Matching Contribution Account, and Rollover Contribution
Account are disregarded.






	4.7  	Amendment of Vesting Schedule. If the Plan’s vesting schedule is amended (or is deemed
amended by an automatic change to or from a Top-Heavy Plan vesting schedule), each Participant
with at least three (3) Years of Service with the Employer, as of the end of the election
period described in the following paragraph, may elect to have his/her vested interest
computed under the Plan without regard to such amendment or change. For this purpose, a Plan
amendment, which in any way directly or indirectly affects the computation of the
Participant’s vested interest, is considered an amendment to the vesting schedule. However,
the new vesting schedule will apply automatically to an Employee, and no election will be
provided, if the new vesting schedule is at least as favorable to such Employee, in all
circumstances, as the prior vesting schedule.
	 
	   	The period during which the election may be made shall commence with the date the amendment
is adopted or is deemed to be made and shall end on the latest of:






	 	(a)  	60 days after the amendment is adopted;
	 
	 	(b)  	60 days after the amendment becomes effective; or
	 
	 	(c)  	60 days after the Participant is issued written notice of the amendment by the
Employer or Plan Administrator.






	   	Furthermore, if the vesting schedule of the Plan is amended, in the case of an Employee who
is a Participant as of the later of the date such amendment is adopted or effective, the
vested percentage of such Employee’s Account Balance derived from Employer Contributions
(determined as of such date) will not be less than the percentage computed under the Plan
without regard to such amendment.
	 
	4.8  	Special Vesting Rule — In-Service Distribution When Account Balance Less than 100% Vested. If
amounts are distributed from a Participant’s Employer Contribution Account or Employer
Matching Contribution Account at a time when the Participant’s vested percentage in such
amounts is less than 100% and the Participant may increase the vested percentage in the
Account Balance:






	 	(a)  	A separate Account will be established for the Participant’s interest in the
Plan as of the time of the distribution, and
	 
	 	(b)  	At any relevant time the Participant’s vested portion of the separate Account
will be equal to an amount (“X”) determined by the formula:
	 
	 	   	X = P (AB + D) - D
	 
	 	   	Where:




P is the vested percentage at the relevant time;


AB is the Account Balance at the relevant time; and


D is the amount of the distribution.



	 	 	 
	 
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ARTICLE 5

FORFEITURES



This Article contains the rules relating to the timing and disposition of forfeitures of the
nonvested portion of a Participant’s Account Balance. Part 8 of the Agreement provides elections on
the allocation of forfeitures. The rules for determining the vested portion of a Participant’s
Account Balance are contained in Article 4 of this BPD.





	5.1  	In General. The Plan Administrator has the responsibility to determine the amount of a
Participant’s forfeiture based on the application of the vesting provisions of Article 4.
Until an amount is forfeited pursuant to this Article, nonvested amounts will be held in the
Account of the Participant and will share in gains and losses of the Trust (as determined
under Article 13).
	 
	5.2  	Timing of forfeiture. The forfeiture of all or a portion of a Participant’s nonvested Account
Balance occurs upon any of the events listed below:






	 	(a)  	Cash-Out Distribution. The date the Participant receives a total Cash-Out
Distribution as defined in Section 5.3(a).
	 
	 	(b)  	Five-Year Forfeiture Break in Service. The last day of the Vesting Computation
Period in which the Participant incurs a Five-Year Forfeiture Break in Service as
defined in Section 5.3(b).
	 
	 	(c)  	Lost Participant or Beneficiary. The date the Plan Administrator determines
that a Participant or Beneficiary cannot be located to receive a distribution from the
Plan. See Section 5.3(c).
	 
	 	(d)  	Forfeiture of Employer Matching Contributions. With respect to Employer
Matching Contributions under a 401(k) plan, the date a distribution is made as
described in Section 5.3(d).






	5.3  	Forfeiture Events.






	 	(a)  	Cash-Out Distribution. If a Participant receives a total distribution upon
termination of his/her participation in the Plan (a “Cash-Out Distribution”), the
nonvested portion (if any) of the Participant’s Account Balance is forfeited in
accordance with the provisions of this Article. If a Participant has his/her nonvested
Account Balance forfeited as a result of a Cash-Out Distribution, such Participant must
be given the right to “buy-back” the forfeited benefit, as provided in subsection (2)
below. (See Article 8 for the rules regarding the availability and timing of Plan
distributions and the consent requirements applicable to such distributions.)






	 	(1)  	Amount of forfeiture. The Cash-Out Distribution rules under
this subsection (a) apply only if the Participant is less than 100% vested in
his/her Employer Contribution Account and/or Employer Matching Contribution
Account. If the Participant is 100% vested in his/her entire Account Balance,
no forfeiture of benefits will occur solely as a result of the Cash-Out
Distribution.






	 	(i)  	Total Cash-Out Distribution. If a Participant
receives a Cash-Out Distribution of his/her entire vested Account
Balance, the Participant will immediately forfeit the entire nonvested
portion of his/her Account Balance, as of the date of the distribution
(as determined under subsection (A) or (B) below, whichever applies).
The forfeited amounts will be used in the manner designated under Part
8 of the Agreement.






	 	(A)  	No further allocations. If the
terminated Participant is not entitled to any further
allocations under the Plan for the Plan Year in which the
Participant terminates employment, the Cash-Out Distribution
occurs on the day the Participant receives a distribution of
his/her entire vested Account Balance. The Participant’s
nonvested benefit is immediately forfeited on such date, in
accordance with the provisions under Section 5.5.
	 
	 	(B)  	Additional allocations. If the
terminated Participant is entitled to an additional allocation
under the Plan for the Plan Year in which the Participant
terminates employment, a Cash-Out Distribution is deemed to
occur when the Participant receives a distribution of his/her
entire vested Account Balance, including any amounts that are
still to be allocated under the Plan. Thus, a Participant who is
entitled to an additional allocation under the Plan will not
have a total Cash-Out Distribution until such additional amounts
are distributed, regardless of whether the Participant takes a
complete distribution of his/her vested Account Balance before
receiving the additional allocation.





	 	 	 
	 
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	 	(C)  	Modification of default cash-out
rules. The Employer may override the default cash-out rules
under subsections (A) and (B) above by electing under Part 8,
#32 of the Agreement [Part 8, #50 of the 401(k) Agreement] to
have the Cash-Out Distribution and related forfeiture occur
immediately upon a distribution of the terminated Participant’s
entire vested Account Balance, without regard to whether the
Participant is entitled to an additional allocation under the
Plan.






	 	(ii)  	Deemed Cash-Out Distribution. If a Participant
terminates employment with the Employer with a vested Account Balance
of zero in his/her Employer Contribution Account and/or Employer
Matching Contribution Account, the Participant is treated as receiving
a “deemed” Cash-Out Distribution from the Plan. Upon a deemed Cash-Out,
the nonvested portion of the Participant’s Account Balance will be
forfeited in accordance with subsection (A) or (B) below.






	 	(A)  	No further allocations. If the
Participant is not entitled to any further allocations under the
Plan for the Plan Year in which the Participant terminates
employment, the deemed Cash-Out Distribution is deemed to occur
on the day the employment terminates. The Participant’s
nonvested benefit is immediately forfeited on such date, in
accordance with the provisions under Section 5.5.
	 
	 	(B)  	Additional allocations. If the
Participant is entitled to an additional allocation under the
Plan for the Plan Year in which the Participant terminates
employment, the deemed Cash-Out Distribution is deemed to occur
on the first day of the Plan Year following the Plan Year in
which the termination occurs.
	 
	 	(C)  	Modification of default cash-out
rules. The Employer may override the default cash-out rules
under subsections (A) and (B) above by electing under Part 8,
#32 of the Agreement [Part 8, #50 of the 401(k) Agreement] to
have the deemed Cash-Out Distribution and related forfeiture
occur immediately upon a distribution of the terminated
Participant’s entire vested Account Balance, without regard to
whether the Participant is entitled to an additional allocation
under the Plan.






	 	(iii)  	Other distributions. If the Participant
receives a distribution of less than the entire vested portion of
his/her Employer Contribution Account and Employer Matching
Contribution Account (including any additional amounts to be allocated
under subsection (i)(B) above), the total Cash-Out Distribution rule
under subsection (i) above does not apply until the Participant
receives a distribution of the remainder of the vested portion of
his/her Account Balance. Until the Participant receives a distribution
of the remainder of the vested portion of his/her Account Balance, the
special vesting rule described in Section 4.8 applies to determine the
vested percentage of the Participant’s Employer Contribution Account
and Employer Matching Account (as applicable). The nonvested portion of
such Accounts will not be forfeited until the earlier of: (A) the
occurrence of a Five-Year Forfeiture Break in Service described in
Section 5.3(b) or (B) the date the Participant receives a total
Cash-Out Distribution of the remaining vested portion of his/her
Account Balance.






	 	(2)  	Buy-back/restoration. If a Participant receives (or is deemed
to receive) a Cash-Out Distribution that results in a forfeiture under
subsection (1) above, and the Participant subsequently resumes employment
covered under this Plan, the Participant may “buy-back” the forfeited portion
of his/her Account(s) by repaying to the Plan the full amount of the Cash-Out
Distribution from such Account(s).






	 	(i)  	Buy-back opportunity. A Participant may
buy-back the portion of his/her benefit that is forfeited as a result
of a Cash-Out Distribution (or a deemed Cash-Out Distribution) by
repaying the amount of such Cash-Out Distribution to the Plan before
the earlier of:






	 	(A)  	five (5) years after the first
date on which the Participant is subsequently re-employed by the
Employer, or
	 
	 	(B)  	the date a Five-Year Forfeiture
Break in Service occurs (as defined in Section 5.3(b)).






	 	If a Participant receives a deemed Cash-Out Distribution pursuant to
subsection (1)(ii) above, and the Participant resumes employment
covered under this Plan before the date





	 	 	 
	 
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	 	   	the Participant incurs a
Five-Year Forfeiture Break in Service, the Participant is deemed to
have repaid the Cash-Out Distribution immediately upon his/her
reemployment.
	 
	 	   	To receive a restoration of the forfeited portion of his/her Employer
Contribution Account and/or Employer Matching Contribution Account, a
Participant must repay the entire Cash-Out Distribution that was made
from the Participant’s Employer Contribution Account and Employer
Matching Contribution Account, unadjusted for any interest that might
have accrued on such amounts after the distribution date. For this
purpose, the Cash-Out Distribution is the total value of the
Participant’s vested Employer Contribution Account and Employer
Matching Contribution Account that is distributed at any time
following the Participant’s termination of employment. If a
Participant also received a distribution from other Accounts, the
Participant need not repay such amounts to have the forfeited portion
of his/her Employer Contribution Account and/or Employer Matching
Contribution Account restored.
	 
	 	(ii)  	Restoration of forfeited benefit. Upon a
Participant’s proper repayment of a Cash-Out Distribution in accordance
with subsection (i) above, the forfeited portion of the Participant’s
Employer Contribution Account and Employer Matching Contribution
Account (as applicable) will be restored, unadjusted for any gains or
losses on such amount. For this purpose, a Participant who received a
deemed Cash-Out Distribution is automatically treated as having made a
proper repayment and his/her forfeited benefit will be restored in
accordance with this subsection (ii) if the Participant returns to
employment with the Employer prior to incurring a Five-Year Forfeiture
Break in Service. A Participant is not entitled to restoration under
this subsection (ii) if the Participant returns to employment after
incurring a Five-Year Forfeiture Break in Service.
	 
	 	   	The forfeited portion of the Participant’s Account(s) will be
restored no later than the end of the Plan Year following the Plan
Year in which the Participant repays the Cash-Out Distribution in
accordance with subsection (i) above. Although the Plan Administrator
may permit a Participant to make a partial repayment of a Cash-Out
Distribution, no portion of the Participant’s forfeited benefit will
be restored until the Participant repays the entire Cash-Out
Distribution in accordance with subsection (i) above. If a
Participant received a deemed Cash-Out Distribution, the
Participant’s forfeited benefit will be restored no later than the
end of the Plan Year following the Plan Year in which the Participant
returns to employment with the Employer.
	 
	 	   	If a Participant’s forfeited benefit is required to be restored under
this subsection (ii), the restoration of such benefit will occur from
the following sources. If the following sources are not sufficient to
completely restore the Participant’s benefit, the Employer must make
an additional contribution to the Plan.






	 	(A)  	Any forfeitures that have not
been allocated to Participants’ Accounts for the Plan Year in
which the Employer is restoring the Participant’s benefit in
accordance with this subsection (ii).
	 
	 	(B)  	If Participants are not permitted
to self-direct investments under the Plan, any Trust earnings
which have not been allocated to Participants’ Accounts for the
Plan Year in which the Employer is restoring the Participant’s
benefit in accordance with this subsection (ii).
	 
	 	(C)  	If the Employer makes a
discretionary contribution to the Plan, it may designate all or
any part of such discretionary contribution as a restoration
contribution under this subsection (ii).






	 	(b)  	Five-Year Forfeiture Break in Service. In the case of a Participant who has
five (5) consecutive one-year Breaks in Service, the nonvested portion of the
Participant’s Account Balance will be forfeited as of the end of the Vesting
Computation Period in which the Participant incurs his/her fifth consecutive Break in
Service. See Section 4.6(b) for more information on the Five-Year Forfeiture Break in
Service.





	 	 	 
	 
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	 	(c)  	Lost Participant or Beneficiary.






	 	(1)  	Inability to locate Participant or Beneficiary. If the Plan
Administrator, after a reasonable effort and time, is unable to locate a
Participant or a Beneficiary in order to make a distribution otherwise required
by the Plan, the distributable amount may be forfeited, as permitted under
applicable laws and regulations. In determining what is a reasonable effort and
time, the Plan Administrator may follow any applicable guidance provided under
statute, regulation, or other IRS or DOL guidance of general applicability.
	 
	 	(2)  	Restoration of forfeited amounts. If, after the distributable
amount is forfeited, the Participant or Beneficiary is located, the Plan will
restore the forfeited amount (unadjusted for gains or losses) to such
Participant or Beneficiary within a reasonable time. The method of restoring a
forfeited benefit under subsection (a)(2)(ii) above applies to any restoration
required under this subsection (2).






	 	(d)  	Forfeiture of Employer Matching Contributions. This subsection (d) only applies
if the Plan is a 401(k) Plan.






	 	(1)  	Correction of ACP Test. If a Participant receives a corrective
distribution of Excess Aggregate Contributions to correct the ACP Test, the
portion of such corrective distribution which relates to nonvested Employer
Matching Contributions, including any allocable income or loss, will be
forfeited (as permitted under Section 17.3(d)(1)) in the Plan Year in which the
corrective distribution is made from the Plan.
	 
	 	(2)  	Excess Deferrals, Excess Contributions, and Excess Aggregate
Contributions. If a Participant receives a distribution of Excess Deferrals,
Excess Contributions, or Excess Aggregate Contributions, the Employer will
forfeit the portion of his/her Employer Matching Contribution Account (whether
vested or not) which is attributable to such distributed amounts (except to the
extent such amount has been distributed as Excess Contributions or Excess
Aggregate Contributions, pursuant to Article 17). A forfeiture of Employer
Matching Contributions under this subsection (2) occurs in the Plan Year in
which the Participant receives the distribution of Excess Deferrals, Excess
Contributions, and/or Excess Aggregate Contributions.






	5.4  	Timing of Forfeiture Allocation. Pursuant to the elections under Part 8 of the Agreement,
forfeitures are allocated in either the same Plan Year in which the forfeitures occur or in
the Plan Year following the Plan Year in which the forfeitures occur.






	5.5  	Method of Allocating Forfeitures. Forfeitures will be allocated in accordance with the method
chosen by the Employer under Part 8 of the Agreement. In no event, however, will a Participant
receive an allocation of forfeitures arising from his/her own Account. If no method of
allocation is selected under Part 8 of the Agreement, any forfeitures will be used to reduce
the Employer’s contributions for the Plan Year following the Plan Year in which the forfeiture
occurs as described under (b) below.






	 	(a)  	Reallocation of forfeitures. If the Employer elects to reallocate forfeitures
as additional contributions, the forfeitures will be added to other contributions made
by the Employer (as designated under Part 8 of the Agreement) for the Plan Year
designated under Part 8, #29 of the Agreement [Part 8, #47 of the 401(k) Agreement],
and such amounts will be allocated to Eligible Participants under the allocation method
chosen under Part 4 of the Agreement with respect to such contributions. Reallocation
of forfeitures is not available under the target benefit plan Agreement.
	 
	 	(b)  	Reduction of contributions. If the Employer elects under Part 8 of the
Agreement to use forfeitures to reduce its contributions under the Plan, the Employer
may adjust its contribution deposits in any manner, provided the total Employer
Contributions made for the Plan Year properly take into account the forfeitures that
are to be used to reduce such contributions for that Plan Year. If the contributions
are allocated over multiple allocation periods, the Employer may reduce its
contribution for any allocation periods within the Plan Year in which the forfeitures
are to be allocated so that the total amount allocated for the Plan Year is proper.
	 
	 	(c)  	Payment of Plan expenses. If the Employer elects under Part 8, #31 of the
Agreement [Part 8, #49 of the 401(k) Agreement], forfeitures will first be used to pay
Plan expenses for the Plan Year in which the forfeitures would otherwise be allocated.
This subsection (c) applies only if the Plan otherwise would pay such expenses as
authorized under Section 11.4. If any forfeitures remain after the payment of Plan
expenses under this subsection, the remaining forfeitures will be allocated as selected
under Part 8 of the Agreement.





	 	 	 
	 
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ARTICLE 6

SPECIAL SERVICE CREDITING PROVISIONS



This Article contains special service crediting rules that apply for purposes of determining an
Employee’s eligibility to participate and the vested percentage in his/her Account Balance under
the Plan. This Article 6 and Part 7 of the Agreement permit the Employer to override the general
service crediting rules under Articles 1 and 4 with respect to eligibility and vesting and to apply
special service crediting rules, such as the Equivalency Method and the Elapsed Time Method for
crediting service. Section 6.7 of this Article and Part 13, #53 of the Agreement [Part 13, #71 of
the 401(k) Agreement] contain special rules for crediting service with Predecessor Employers.





	6.1  	Year of Service - Eligibility. Section 1.4(b) defines a Year of Service for eligibility
purposes. Generally, an Employee earns a Year of Service for eligibility purposes upon the
completion of 1,000 Hours of Service during an Eligibility Computation Period. For this
purpose, Hours of Service are calculated using the Actual Hours Crediting Method. Part 7, #23
of the Agreement [Part 7, #41 of the 401(k) Agreement] permits the Employer to modify these
default provisions for determining a Year of Service for eligibility purposes.






	 	(a)  	Selection of Hours of Service. The Employer may elect to modify the requirement
that an Employee complete 1,000 Hours of Service during an Eligibility Computation
Period to earn a Year of Service. Under Part 7, #23.a. of the Agreement [Part 7, #41.a.
of the 401(k) Agreement], the Employer may designate a specific number of Hours of
Service (which cannot exceed 1,000) that an Employee must complete during the
Eligibility Computation Period to earn a Year of Service. Any Hours of Service
designated in accordance with this subsection (a) will be determined using the Actual
Hours Crediting Method, unless the Employer elects to use the Equivalency Method under
Part 7, #23.b. of the Agreement [Part 7, #41.b. of the 401(k) Agreement].
	 
	 	(b)  	Use of Equivalency Method. The Employer may elect under Part 7, #23.b. of the
Agreement [Part 7, #41.b. of the 401(k) Agreement] to use the Equivalency Method (as
defined in Section 6.5(a)) instead of the Actual Hours Crediting Method in determining
whether an Employee has completed the required Hours of Service to earn a Year of
Service.
	 
	 	(c)  	Use of Elapsed Time Method. The Employer may elect under Part 7, #23.c. of the
Agreement [Part 7, #41.c. of the 401(k) Agreement] to use the Elapsed Time Method (as
defined in Section 6.5(b)) instead of counting Hours of Service in applying the
eligibility conditions under Article 1. The Elapsed Time Method may not be selected if
the Employer elects to apply a designated Hours of Service requirement under Part 7,
#23.a. of the Agreement [Part 7, #41.a. of the 401(k) Agreement].






	6.2  	Eligibility Computation Period. Section 1.4(c) defines the Eligibility Computation Period
used to determine whether an Employee has earned a Year of Service for eligibility purposes.
Generally, if one Year of Service is required for eligibility, the Eligibility Computation
Period is determined using the Shift-to-Plan-Year Method (as defined in Section 1.4(c)(1)).
Part 7, #24 of the Agreement [Part 7, #42 of the 401(k) Agreement] permits the Employer to use
the Anniversary Year Method (as defined in Section 1.4(c)(2)) for determining Eligibility
Computation Periods under the Plan. If the Employer selects two Years of Service eligibility
condition (under Part 1, #5.e. of the Agreement), the Anniversary Year Method applies, unless
the Employer elects to use the Shift-to-Plan-Year Method. In the case of a 401(k) plan in
which a two Years of Service eligibility condition is used for either Employer Matching
Contributions or Employer Nonelective Contributions, the method used to determine Eligibility
Computation Periods for the two Years of Service condition also will apply to any one Year of
Service eligibility condition used with respect to any other contributions.






	6.3  	Year of Service - Vesting. Section 4.5 defines a Year of Service for vesting purposes.
Generally, an Employee earns a Year of Service for vesting purposes upon the completion of
1,000 Hours of Service during a Vesting Computation Period. For this purpose, Hours of Service
are calculated using the Actual Hours Crediting Method. Part 7, #25 of the Agreement [Part 7,
#43 of the 401(k) Agreement] permits the Employer to modify these default provisions for
determining a Year of Service for vesting purposes.






	 	(a)  	Selection of Hours of Service. The Employer may elect to modify the requirement
that an Employee complete 1,000 Hours of Service during a Vesting Computation Period to
earn a Year of Service. Under Part 7, #25.a. of the Agreement [Part 7, #43.a. of the
401(k) Agreement], the Employer may designate a specific number of Hours of Service
(which cannot exceed 1,000) that an Employee must complete during the Vesting
Computation Period to earn a Year of Service. Any Hours of Service designated in
accordance with this subsection (a) will be determined using the Actual Hours Crediting

Method, unless the Employer elects to use the Equivalency Method under Part 7, #25.b.
of the Agreement [Part 7, #43.b. of the 401(k) Agreement].
	 
	 	(b)  	Equivalency Method. The Employer may elect under Part 7, #25.b. of the
Agreement [Part 7, #43.b. of the 401(k) Agreement] to use the Equivalency Method (as
defined in Section 6.5(a)) instead of the Actual Hours





	 	 	 
	 
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	 	   	Crediting Method in determining
whether an Employee has completed the required Hours of Service to earn a Year of
Service.
	 
	 	(c)  	Elapsed Time Method. The Employer may elect under Part 7, #25.c. of the
Agreement [Part 7, #43.c. of the 401(k) Agreement] to use the Elapsed Time Method (as
defined in Section 6.5(b)) instead of counting Hours of Service in applying the vesting
provisions under Article 4. The Elapsed Time Method may not be selected if the Employer
elects to apply a designated Hours of Service requirement under Part 7, #25.a. of the
Agreement [Part 7, #43.a. of the 401(k) Agreement].






	6.4  	Vesting Computation Period. Section 4.4 defines the Vesting Computation Period used to
determine whether an Employee has earned a Year of Service for vesting purposes. Generally,
the Vesting Computation Period is the Plan Year. Part 7, #26 of the Agreement [Part 7, #44 of
the 401(k) Agreement] permits the Employer to elect to use Anniversary Years (see Section
4.4(a)) or, under the Nonstandardized Agreement, any other 12-consecutive month period as the
Vesting Computation Period.
	 
	6.5  	Definitions.






	 	(a)  	Equivalency Method. Under the Equivalency Method, an Employee is credited with
190 Hours of Service for each calendar month during the Eligibility Computation Period
or Vesting Computation Period, as applicable, for which the Employee completes at least
one Hour of Service. Instead of applying the Equivalency Method on the basis of months
worked, the Employer may elect to apply different equivalencies under Part 7, #28 of
the Agreement [Part 7, #46 of the 401(k) Agreement]. The Employer may credit Employees
with 10 Hours of Service for each day worked, 45 Hours of Service for each week worked,
or 95 Hours of Service for each semi-monthly payroll period worked during the
Eligibility Computation Period or Vesting Computation Period, as applicable. For this
purpose, an Employee will receive credit for the appropriate Hours of Service if the
Employer completes at least one Hour of Service during the applicable period.
	 
	 	(b)  	Elapsed Time Method. Under the Elapsed Time Method, an Employee receives credit
for the aggregate of all periods of service commencing with the Employee’s Employment
Commencement Date (or Reemployment Commencement Date) and ending on the date the
Employee begins a Period of Severance (as defined in subsection (2) below) which lasts
at least 12 consecutive months. In calculating an Employee’s aggregate period of
service, an Employee receives credit for any Period of Severance that lasts less than
12 consecutive months. If an Employee’s aggregate period of service includes fractional
years, such fractional years are expressed as days.






	 	(1)  	Year of Service. For purposes of determining whether an
Employee has earned a Year of Service under the Elapsed Time Method, an
Employee is credited with a Year of Service for each 12-month period of service
the Employee completes under the above paragraph, whether or not such period of
service is consecutive.
	 
	 	(2)  	Period of Severance. For purposes of applying the Elapsed Time
Method, a Period of Severance is any continuous period of time during which the
Employee is not employed by the Employer. A Period of Severance begins on the
date the Employee retires, quits or is discharged, or if earlier, the 12-month
anniversary of the date on which the Employee is first absent from service for
a reason other than retirement, quit or discharge.
	 
	 	   	In the case of an Employee who is absent from work for maternity or
paternity reasons, the 12-consecutive month period beginning on the first
anniversary of the first date of such absence shall not constitute a Period
of Severance. For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (i) by reason of the
pregnancy of the Employee, (ii) by reason of the birth of a child of the
Employee, (iii) by reason of the placement of a child with the Employee in
connection with the adoption of such child by the Employee, or (iv) for
purposes of caring for a child of the Employee for a period beginning
immediately following the birth or placement of such child.
	 
	 	(3)  	Break in Service rules. The Break in Service rules described in
Sections 1.6 and 4.6 also apply under the Elapsed Time Method. For purposes of
applying the Break in Service rules under the Elapsed Time Method, a Break in
Service is any Period of Severance of at least 12 consecutive months.






	6.6  	Switching Crediting Methods. The following rules apply if the service crediting method is
changed in a manner described below.






	 	(a)  	Shift from crediting Hours of Service to Elapsed Time Method. If the service
crediting method under the Plan is changed from a method that uses Hours of Service to
a method using Elapsed Time, each Employee’s





	 	 	 
	 
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	 	  	period of service under the Elapsed Time
Method is the sum of the amounts under subsections (1) and (2) below.






	 	(1)  	The number of Years of Service credited under the Hours of
Service method for the period ending immediately before the computation period
during which the change to the Elapsed Time Method occurs.
	 
	 	(2)  	For the computation period in which the change occurs, the Plan
Administrator will determine the greater of: (i) the period of service
that would be credited under the Elapsed Time Method for the Employee’s service
from the first day of that computation period through the date of the change,
or (ii) the service that would be taken into account under the Hours of Service
method for that computation period through the date of the change. If (i) is
greater, then Years of Service are credited under the Elapsed Time Method
beginning with the first day of the computation period during which the change
to the Elapsed Time Method occurs. If (ii) is greater, then Years of Service
are credited under the Hours of Service method for the computation period
during which the change to the Elapsed Time Method occurs and under the Elapsed
Time Method beginning with the first day of the computation period that
follows the computation period in which the change occurs. If the
change occurs as of the first day of a computation period, treat subsection (1)
as applicable for purposes of applying the rule in this paragraph.






	 	(b)  	Shift from Elapsed Time Method to an Hours of Service method. If the service
crediting method changes from the Elapsed Time Method to an Hours of Service method,
each Employee’s Years of Service under the Hours of Service method is the sum
of the amounts under subsections (1) and (2) below.






	 	(1)  	The number of Years of Service credited under the Elapsed Time
Method as of the date of the change.
	 
	 	(2)  	For the computation period in which the change to the Hours of
Service method occurs, the portion of that computation period in which the
Elapsed Time Method was in effect is converted into an equivalent number of
Hours of Service, using the Equivalency Method described in Section 6.5(a). For
the remainder of the computation period, actual Hours of Service are counted,
unless the Equivalency Method has been elected in Part 7 of the Agreement. The
Hours of Service deemed credited for the portion of the computation period in
which the Elapsed Time Method was in effect are added to the actual Hours of
Service credited for the remaining portion of the computation period to
determine if the Employee has a Year of Service for that computation period. If
the change to the Hours of Service method occurs as of the first day of
a computation period, then the determination as to whether an Employee has
completed a Year of Service for the first computation period that the change is
in effect is based solely on the Hours of Service method.






	6.7  	Service with Predecessor Employers. If the Employer maintains the plan of a Predecessor
Employer, any service with such Predecessor Employer is treated as service with the Employer
for purposes of applying the provisions of this Plan. If the Employer maintains the Plan of a
Predecessor Employer, the Employer may complete Part 13, #53 of the Agreement [Part 13, #71 of
the 401(k) Agreement] to identify the Predecessor Employer and to specify that service with
such Predecessor Employer will be credited for all purposes under the Plan. The failure to
complete Part 13, #53 of the Agreement [Part 13, #71 of the 401(k) Agreement] with respect to
service of a Predecessor Employer where the Employer is maintaining a Plan of such Predecessor
Employer will not override the requirement that such predecessor service be counted for all
purposes under the Plan.
	 
	   	If the Employer does not maintain the plan of a Predecessor Employer, service with such
Predecessor Employer does not count under this Plan, unless the Employer specifically
designates under Part 13, #53 of the Agreement [Part 13, #71 of the 401(k) Agreement] to
include service with such Predecessor Employer. If the Employer elects to credit service
with a Predecessor Employer under this paragraph, the Employer must designate the purpose
for which it is crediting Predecessor Employer service. If the Employer will treat service
with multiple Predecessor Employers differently, the Employer should complete an additional
election for each Predecessor Employer for which service is being credited differently. If
the Employer is not crediting service with any Predecessor Employers, Part 13, #53 of the
Agreement [Part 13, #71 of the 401(k) Agreement] need not be completed.





	 	 	 
	 
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ARTICLE 7

LIMITATION ON PARTICIPANT ALLOCATIONS



This Article provides limitations on the amount a Participant may receive as an allocation under
the Plan for a Limitation Year. The limitation on allocations (referred to herein as the Annual
Additions Limitation) applies in the aggregate to all plans maintained by the Employer. Part 13,
#54.c. of the Agreement [Part 13, #72.c. of the 401(k) Agreement] permits the Employer to specify
how the Plan will comply with the Annual Additions Limitation where the Employer maintains a plan
(or plans) in addition to this Plan.





	7.1  	Annual Additions Limitation - No Other Plan Participation.






	 	(a)  	Annual Additions Limitation. If the Participant does not participate in, and
has never participated in another qualified retirement plan, a welfare benefit fund (as
defined under Code §419(e)), an individual medical account (as defined under Code
§415(l)(2)), or a SEP (as defined under Code §408(k)) maintained by the Employer, then
the amount of Annual Additions which may be credited to the Participant’s Account for
any Limitation Year will not exceed the lesser of the Maximum Permissible Amount or any
other limitation contained in this Plan.
	 
	 	   	Generally, if an Employer Contribution that would otherwise be contributed or
allocated to a Participant’s Account will cause that Participant’s Annual Additions
for the Limitation Year to exceed the Maximum Permissible Amount, the amount to be
contributed or allocated to such Participant will be reduced so that the Annual
Additions allocated to such Participant’s Account for the Limitation Year will equal
the Maximum Permissible Amount. However, if a contribution or allocation to a
Participant’s Account will exceed the Maximum Permissible Amount due to a
correctable event described in subsection (c) below, the Excess Amount may be
contributed or allocated to such Participant and corrected in accordance with the
correction procedures outlined in subsection (c).
	 
	 	(b)  	Using estimated Total Compensation. Prior to determining the Participant’s
actual Total Compensation for the Limitation Year, the Employer may determine the
Maximum Permissible Amount for a Participant on the basis of a reasonable estimation of
the Participant’s Total Compensation for the Limitation Year, uniformly determined for
all Participants similarly situated.
	 
	 	   	As soon as administratively feasible after the end of the Limitation Year, the
Employer will determine the Maximum Permissible Amount for the Limitation Year on
the basis of the Participant’s actual Total Compensation for the Limitation Year.
	 
	 	(c)  	Disposition of Excess Amount. If, as a result of the use of estimated Total
Compensation, the allocation of forfeitures, a reasonable error in determining the
amount of Section 401(k) Deferrals that may be made under this Article 7, or other
reasonable error in applying the Annual Additions Limitation, an Excess Amount arises,
the excess will be disposed of as follows:






	 	(1)  	Any Employee After-Tax Contributions (plus attributable
earnings), to the extent such contributions would reduce the Excess Amount,
will be returned to the Participant. The Employer may elect not to apply this
subsection (1) if the ACP Test (as defined in Section 17.3) has already been
performed and the distribution of Employee After-Tax Contributions to correct
the Excess Amount will cause the ACP Test to fail or will change the amount of
corrective distributions required under Section 17.3(d)(1) of this BPD.
	 
	 	   	If Employer Matching Contributions were allocated with respect to Employee
After-Tax Contributions for the Limitation Year, the Employee After-Tax
Contributions and Employer Matching Contributions will be corrected
together. Employee After-Tax Contributions will be distributed under this
subsection (1) only to the extent the Employee After-Tax Contributions, plus
the Employer Matching Contributions allocated with respect to such Employee
After-Tax Contributions, reduce the Excess Amount. Thus, after correction
under this subsection (1), each Participant should have the same level of
Employer Matching Contribution with respect to the remaining Employee
After-Tax Contributions as provided under Part 4B of the Agreement. Any
Employer Matching Contributions identified under this subsection (1) will be
treated as an Excess Amount correctable under subsections (3) and (4) below.
If Employer Matching Contributions are allocated to both Employee After-Tax
Contributions and to Section 401(k) Deferrals, this subsection (1) is
applied by treating Employer Matching Contributions as allocated first to
Section 401(k) Deferrals.
	 
	 	(2)  	If, after the application of subsection (1), an Excess Amount
still exists, any Section 401(k) Deferrals (plus attributable earnings), to the
extent such deferrals would reduce the Excess Amount, will be distributed to
the Participant. The Employer may elect not to apply this subsection (2) if the





	 	 	 
	 
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	 	   	ADP Test (as defined in Section 17.2) has already been performed and the
distribution of Section 401(k) Deferrals to correct the Excess Amount will
cause the ADP Test to fail or will change the amount of corrective
distributions required under Section 17.2(d)(1) of this BPD.
	 
	 	   	If Employer Matching Contributions were allocated with respect to Section
401(k) Deferrals for the Limitation Year, the Section 401(k) Deferrals and
Employer Matching Contributions will be corrected together. Section 401(k)
Deferrals will be distributed under this subsection (2) only to the extent
the Section 401(k) Deferrals, plus Employer Matching Contributions allocated
with respect to such Section 401(k) Deferrals, reduce the Excess Amount.
Thus, after correction under this subsection (2), each Participant should
have the same level of Employer Matching Contribution with respect to the
remaining Section 401(k) Deferrals as provided under Part 4B of the
Agreement. Any Employer Matching Contributions identified under this
subsection (2) will be treated as an Excess Amount correctable under
subsection (3) or (4) below.
	 
	 	(3)  	If, after the application of subsection (2), an Excess Amount
still exists, the Excess Amount is allocated to a suspense account and is used
in the next Limitation Year (and succeeding Limitation Years, if necessary) to
reduce Employer Contributions for all Participants under the Plan. The Excess
Amounts are treated as Annual Additions for the Limitation Year in which such
amounts are allocated from the suspense account.
	 
	 	(4)  	If a suspense account is in existence at any time during a
Limitation Year pursuant to this Article 7, such suspense account will not
participate in the allocation of investment gains and losses, unless otherwise
provided in uniform valuation procedures established by the Plan Administrator.
If a suspense account is in existence at any time during a particular
Limitation Year, all amounts in the suspense account must be allocated to
Participants’ Accounts before the Employer makes any Employer Contributions, or
any Employee After-Tax Contributions are made, for that Limitation Year.






	7.2  	Annual Additions Limitation - Participation in Another Plan.






	 	(a)  	In general. This Section 7.2 applies if, in addition to this Plan, the
Participant receives an Annual Addition during any Limitation Year from another Defined
Contribution Plan, a welfare benefit fund (as defined under Code §419(e)), an
individual medical account (as defined under Code §415(l)(2)), or a SEP (as defined
under Code §408(k)) maintained by the Employer. If the Employer maintains, or at any
time maintained, a Defined Benefit Plan (other than a Paired Plan) covering any
Participant in this Plan, see Section 7.5.
	 
	 	(b)  	This Plan’s Annual Addition Limitation. The Annual Additions that may be
credited to a Participant’s Account under this Plan for any Limitation Year will not
exceed the Maximum Permissible Amount reduced by the Annual Additions credited to a
Participant’s Account under any other Defined Contribution Plan, welfare benefit fund,
individual medical account, or SEP maintained by the Employer for the same Limitation
Year.
	 
	 	(c)  	Annual Additions reduction. If the Annual Additions with respect to the
Participant under any other Defined Contribution Plan, welfare benefit fund, individual
medical account, or SEP maintained by the Employer are less than the Maximum
Permissible Amount and the Annual Additions that would otherwise be contributed or
allocated to the Participant’s Account under this Plan would exceed the Annual
Additions Limitation for the Limitation Year, the amount contributed or allocated will
be reduced so that the Annual Additions under all such Plans and funds for the
Limitation Year will equal the Maximum Permissible Amount. However, if a contribution
or allocation to a Participant’s Account will exceed the Maximum Permissible Amount due
to a correctable event described in Section 7.1(c), the Excess Amount may be
contributed or allocated to such Participant and corrected in accordance with the
correction procedures outlined in Section 7.1(c).
	 
	 	(d)  	No Annual Additions permitted. If the Annual Additions with respect to the
Participant under such other Defined Contribution Plan(s), welfare benefit fund(s),
individual medical account(s), or SEP(s) in the aggregate are equal to or greater than
the Maximum Permissible Amount, no amount will be contributed or allocated to the
Participant’s Account under this Plan for the Limitation Year. However, if a
contribution or allocation to a Participant’s Account will exceed the Maximum
Permissible Amount due to a correctable event described in Section 7.1(c), the Excess
Amount may be contributed or allocated to such Participant and corrected in accordance
with the correction procedures outlined in Section 7.1(c).
	 
	 	(e)  	Using estimated Total Compensation. Prior to determining the Participant’s
actual Total Compensation for the Limitation Year, the Employer may determine the
Maximum Permissible Amount for a Participant in the manner described in Section 7.1(b).
As soon as administratively feasible after the end of the Limitation Year, the Maximum
Permissible Amount for the Limitation Year will be determined on the basis of the
Participant’s actual Total Compensation for the Limitation Year.





	 	 	 
	 
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	 	(f)  	Excess Amounts. If, as a result of the use of estimated Total Compensation, an
allocation of forfeitures, a reasonable error in determining the amount of Section
401(k) Deferrals that may be made under this Article 7, or other reasonable error in
applying the Annual Additions Limitation, a Participant’s Annual Additions under this
Plan and such other plans or funds would result in an Excess Amount for a Limitation
Year, the Excess Amount will be deemed to consist of the Annual Additions last
allocated, except that Annual Additions attributable to a SEP will be deemed to have
been allocated first, followed by Annual Additions to a welfare benefit fund or
individual medical account, regardless of the actual allocation date.






	 	(1)  	Same allocation date. If an Excess Amount is allocated to a
Participant on an allocation date of this Plan that coincides with an
allocation date of another plan, such Excess Amount will be attributed to the
following types of plan(s) in the order listed, until the entire Excess Amount
is allocated.






	 	(i)  	First, to any 401(k) plan(s) maintained by the Employer.
	 
	 	(ii)  	Then, to any profit sharing plan(s) maintained by the Employer.
	 
	 	(iii)  	Then, to any money purchase plan(s) maintained by the Employer.
	 
	 	(iv)  	Finally, to any target benefit plan(s) maintained by the Employer.
	 
	 	If an amount is allocated to the same type of Plan on the same allocation
date, the Excess Amount will be allocated to each plan in accordance with
the pro rata allocation method outlined in the following paragraph.






	 	(2)  	Alternative methods. The Employer may elect under Part 13,
#54.c. of the Agreement [Part 13, #72.c. of the 401(k) Agreement] to modify the
default rules under this subsection (f). For example, the Employer may elect to
attribute any Excess Amount which is allocated on the same date to this Plan
and to another plan maintained by the Employer by designating the specific plan
to which the Excess Amount is allocated or by using a pro rata allocation
method. Under the pro rata allocation method, the Excess Amount attributed to
this Plan is the product of:






	 	(i)  	the total Excess Amount allocated as of such
date, times
	 
	 	(ii)  	the ratio of (A) the Annual Additions allocated
to the Participant for the Limitation Year as of such date under this
Plan to (B) the total Annual Additions allocated to the Participant for
the Limitation Year as of such date under this and all other Defined
Contribution Plans.






	 	(g)  	Disposition of Excess Amounts. Any Excess Amount attributed to this Plan will
be disposed in the manner described in Section 7.1(c).






	7.3  	Modification of Correction Procedures. The Employer may elect under Part 13, #51.c. of the
Agreement [Part 13, #69.c. of the 401(k) Agreement] to modify any of the corrective provisions
under Section 7.1 of this BPD. The provisions in Section 7.2 may be modified under Part 13,
#54.c. of the Agreement [Part 13, #72.c. of the 401(k) Agreement].
	 
	7.4  	Definitions Relating to the Annual Additions Limitation.






	 	(a)  	Annual Additions: The sum of the following amounts credited to a Participant’s
Account for the Limitation Year:






	 	(1)  	Employer Contributions, including Section 401(k) Deferrals;
	 
	 	(2)  	Employee After-Tax Contributions;
	 
	 	(3)  	forfeitures;
	 
	 	(4)  	amounts allocated to an individual medical account (as defined
in Code §415(l)(2)), which is part of a pension or annuity plan maintained by
the Employer, are treated as Annual Additions to a Defined Contribution Plan.
Also, amounts derived from contributions paid or accrued after December 31,
1985, in taxable years ending after such date, which are attributable to
post-retirement medical benefits allocated to the separate account of a key
employee (as defined in Code §419A(d)(3)) under a welfare benefit fund (as
defined in Code §419(e)) maintained by the Employer are treated as Annual
Additions to a Defined Contribution Plan; and





	 	 	 
	 
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	 	(5)  	allocations under a SEP (as defined in Code §408(k)).






	 	   	For this purpose, any Excess Amount applied under Sections 7.1(c) or 7.2(f) in the
Limitation Year to reduce Employer Contributions will be considered Annual Additions
for such Limitation Year.
	 
	 	   	An Annual Addition is credited to a Participant’s Account for a particular
Limitation Year if such amount is allocated to the Participant’s Account as of any
date within that Limitation Year. An Annual Addition will not be deemed credited to
a Participant’s Account for a particular Limitation Year unless such amount is
actually contributed to the Plan no later than 30 days after the time prescribed by
law for filing the Employer’s income tax return (including extensions) for the
taxable year with or within which the Limitation Year ends. In the case of Employee
After-Tax Contributions, such amount shall not be deemed credited to a Participant’s
Account for a particular Limitation Year unless the contributions are actually
contributed to the Plan no later than 30 days after the close of that Limitation
Year.
	 
	 	(b)  	Defined Contribution Dollar Limitation: $30,000, as adjusted under Code
§415(d).
	 
	 	(c)  	Employer. For purposes of this Article 7, Employer shall mean the Employer that
adopts this Plan, and all members of a controlled group of corporations (as defined in
§414(b) of the Code as modified by §415(h)), all commonly controlled trades or
businesses (as defined in §414(c) of the Code as modified by §415(h)) or affiliated
service groups (as defined in §414(m)) of which the adopting Employer is a part, and
any other entity required to be aggregated with the Employer pursuant to regulations
under §414(o) of the Code.
	 
	 	(d)  	Excess Amount: The excess of the Participant’s Annual Additions for the
Limitation Year over the Maximum Permissible Amount.
	 
	 	(e)  	Limitation Year: The Plan Year, unless the Employer elects another
12-consecutive month period under Part 13, #51.a. of the Agreement [Part 13, #69.a. of
the 401(k) Agreement]. All qualified retirement plans under Code §401(a) maintained by
the Employer must use the same Limitation Year. If the Limitation Year is amended to a
different 12-consecutive month period, the new Limitation Year must begin on a date
within the Limitation Year in which the amendment is made. If the Plan has an initial
Plan Year that is less than 12 months, the Limitation Year for such first Plan Year is
the 12-month period ending on the last day of that Plan Year, unless otherwise
specified in Part 13, #51.c. of the Agreement [Part 13, #69.c. of the 401(k)
Agreement].
	 
	 	(f)  	Maximum Permissible Amount: The maximum Annual Additions that may be
contributed or allocated to a Participant’s Account under the Plan for any Limitation
Year shall not exceed the lesser of:






	 	(1)  	the Defined Contribution Dollar Limitation, or
	 
	 	(2)  	25 percent of the Participant’s Total Compensation for the Limitation Year.






	 	  	The Total Compensation limitation referred to in (2) shall not apply to any
contribution for medical benefits (within the meaning of Code §401(h) or
§419A(f)(2)) which is otherwise treated as an Annual Addition under Code §415(l)(1)
or §419A(d)(2).
	 
	 	   	If a short Limitation Year is created because of an amendment changing the
Limitation Year to a different 12-consecutive month period, the Maximum Permissible
Amount will not exceed the Defined Contribution Dollar Limitation multiplied by the
following fraction:





Number of months in the short Limitation Year

12





	 	   	If a short Limitation Year is created because the Plan has an initial Plan Year that
is less than 12 months, no proration of the Defined Contribution Dollar Limitation
is required, unless provided otherwise under Part 13, #51.c. of the Agreement [Part
13, #69.c. of the 401(k) Agreement]. (See subsection (e) above for the rule allowing
the use of a full 12-month Limitation Year for the first year of the Plan, thereby
avoiding the need to prorate the Defined Contribution Dollar Limitation.)
	 
	 	(g)  	Total Compensation: The amount of compensation as defined under Section 22.197,
subject to the Employer’s election under Part 3, #9 of the Agreement.






	 	(1)  	Self-Employed Individuals. For a Self-Employed Individual,
Total Compensation is such individual’s Earned Income.
	 
	 	(2)  	Total Compensation actually paid or made available. For
purposes of applying the limitations of this Article 7, Total Compensation for
a Limitation Year is the Total Compensation actually paid or





	 	 	 
	 
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	 	   	made available to
an Employee during such Limitation Year. However, the Employer may include in
Total Compensation for a Limitation Year amounts earned but not paid in the
Limitation Year because of the timing of pay periods and pay days, but only if
these amounts are paid during the first few weeks of the next Limitation Year,
such amounts are included on a uniform and consistent basis with respect to all
similarly-situated Employees, and no amounts are included in Total Compensation
in more than one Limitation Year. The Employer need not make any formal
election to include accrued Total Compensation described in the preceding
sentence.
	 
	 	(3)  	Disabled Participants. Total Compensation does not include any
imputed compensation for the period a Participant is Disabled. However, the
Employer may elect under Part 13, #51.b. of the Agreement [Part 13, #69.b. of
the 401(k) Agreement], to include under the definition of Total Compensation,
the amount a terminated Participant who is permanently and totally Disabled (as
defined in Section 22.53) would have received for the Limitation Year if the
Participant had been paid at the rate of Total Compensation paid immediately
before becoming permanently and totally Disabled. If the Employer elects under
Part 13, #51.b. of the Agreement [Part 13, #69.b. of the 401(k) Agreement] to
include imputed compensation for a Disabled Participant, a Disabled Participant
will receive an allocation of any Employer Contribution the Employer makes to
the Plan based on the Employee’s imputed compensation for the Plan Year. Any
Employer Contributions made to a Disabled Participant under this subsection (3)
are fully vested when made. For Limitation Years beginning before January 1,
1997, imputed compensation for a Disabled Participant may be taken into account
only if the Participant is not a Highly Compensated Employee for such Plan
Year.
	 
	 	(4)  	Special rule for Limitation Years beginning before January 1,
1998. For Limitation Years beginning before January 1, 1998, for purposes of
applying the limitations of this Article 7 and for determining the minimum
top-heavy contribution required under Section 16.2(a), Total Compensation paid
or made available during such Limitation Year shall not include any Elective
Deferrals, or any amount which is contributed or deferred by the Employer at
the election of the Employee and which is not includible in the gross income of
the Employee by reason of Code §125 or §457.






	7.5  	Participation in a Defined Benefit Plan. If the Employer maintains, or at any time
maintained, a Defined Benefit Plan (other than a Paired Plan) covering any Participant in this
Plan, the sum of the Participant’s Defined Benefit Plan Fraction and Defined Contribution Plan
Fraction will not exceed 1.0 in any Limitation Year. If the sum of the Defined Benefit Plan
Fraction and the Defined Contribution Plan Fraction exceeds 1.0 in any Limitation Year, the
Plan will satisfy the 1.0 limitation by reducing a Participant’s Projected Annual Benefit
under the Defined Benefit Plan.






	 	(a)  	Repeal of rule. The limitations under this Section 7.5 do not apply for
Limitation Years beginning on or after January 1, 2000. However, the Employer may have
continued to apply rules consistent with this Section 7.5 for Plan Years beginning
after December 31, 1999 and before the Employer first adopted a plan to comply with the
GUST Legislation. If the Employer is adopting this Plan as a restatement of a prior
plan to comply with the GUST Legislation, the provisions of the prior plan control for
purposes of applying the combined limitation rules under Code §415(e) for Limitation
Years beginning before the Effective Date of this Plan. For Limitation Years beginning
on or after the Effective Date of this Plan, the provisions of this Section 7.5 apply.
If for any Limitation Year beginning prior to the date this Plan is adopted as a GUST
restatement, the Employer did not comply in operation with the provisions under this
Section 7.5 or the provisions of the prior plan, as applicable, the Employer may
document under Appendix B-4 of the Agreement how the Plan was operated to comply with
the combined limitation rules under Code §415(e).
	 
	 	(b)  	Special definitions relating to Section 7.5.






	 	(1)  	Defined Benefit Plan Fraction: A fraction, the numerator of
which is the sum of the Participant’s Projected Annual Benefit under all the
Defined Benefit Plans (whether or not terminated) maintained by the Employer,
and the denominator of which is the lesser of 125 percent of the dollar
limitation determined for the Limitation Year under Code §§415(b) and (d) or
140 percent of the Participant’s Highest Average Compensation, including any
adjustments under Code §415(b).
	 
	 	   	Notwithstanding the above, if the Participant was a Participant as of the
first day of the first Limitation Year beginning after December 31, 1986, in
one or more Defined Benefit Plans maintained by the Employer which were in
existence on May 6, 1986, the denominator of this fraction will not be less
than 125 percent of the sum of the annual benefits under such plans which
the Participant had accrued as of the close of the last Limitation Year
beginning before January 1, 1987, disregarding any changes in the terms and
conditions of the plans after May 5, 1986. The preceding sentence applies
only if the Defined Benefit Plans individually and in the aggregate
satisfied the requirements of Code §415 for all Limitation Years beginning
before January 1, 1987.





	 	 	 
	 
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	 	   	If the Plan is a Top-Heavy Plan for any Plan Year, 100% will be substituted
for 125% in the prior paragraph, unless in Part 13, #54.b. of the Agreement
[Part 13, #72.b. of the 401(k) Agreement], the Employer provides an extra
minimum top-heavy allocation or benefit in accordance with Code §416(h) and
the regulations thereunder. In any event, if the Top-Heavy Ratio exceeds
90%, then 100% will always be substituted for 125% in the prior paragraph.
	 
	 	(2)  	Defined Contribution Plan Fraction: A fraction, the numerator
of which is the sum of the Annual Additions to the Participant’s Account under
all the Defined Contribution Plans (whether or not terminated) maintained by
the Employer for the current and all prior Limitation Years (including the
Annual Additions attributable to the Participant’s Employee After-Tax
Contributions to all Defined Benefit Plans, whether or not terminated,
maintained by the Employer, and the Annual Additions attributable to all
welfare benefit funds (as defined under Code §419(e)), individual medical
accounts (as defined under Code §415(l)(2)), and SEPs (as defined under Code
§408(k)) maintained by the Employer, and the denominator of which is the sum of
the maximum aggregate amount for the current and all prior Limitation Years
during which the Participant performed service with the Employer (regardless of
whether a Defined Contribution Plan was maintained by the Employer during such
years). The maximum aggregate amount in any Limitation Year is the lesser of:
(i) 125 percent of the Defined Contribution Dollar Limitation in effect under
Code §415(c)(l)(A) (as determined under Code §§415(b) and (d)) for such
Limitation Year or (ii) 35 percent of the Participant’s Total Compensation for
such Limitation Year.
	 
	 	   	If the Plan is a Top-Heavy Plan for any Plan Year, 100% will be substituted
for 125% unless in Part 13, #54.b. of the Agreement [Part 13, #72.b. of the
401(k) Agreement], the Employer provides an extra minimum top-heavy
allocation or benefit in accordance with Code §416(h) and the regulations
thereunder. In any event, if the Top-Heavy Ratio exceeds 90%, then 100% will
always be substituted for 125%.
	 
	 	   	If the Employee was a Participant as of the end of the first day of the
first Limitation Year beginning after December 31, 1986, in one or more
Defined Contribution Plans maintained by the Employer which were in
existence on May 6, 1986, the numerator of this fraction will be adjusted if
the sum of this fraction and the Defined Benefit Plan Fraction would
otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an
amount equal to the product of (i) the excess of the sum of the fractions
over 1.0 times (ii) the denominator of this fraction, will be permanently
subtracted from the numerator of this fraction. The adjustment is calculated
using the fractions as they would be computed as of the end of the last
Limitation Year beginning before January 1, 1987, and disregarding any
changes in the terms and conditions of the Plan made after May 5, 1986, but
using the Code §415 limitation applicable to the first Limitation Year
beginning on or after January 1, 1987.
	 
	 	   	The Annual Additions for any Limitation Year beginning before January 1,
1987 shall not be recomputed to treat all Employee After-Tax Contributions
as Annual Additions.
	 
	 	(3)  	Highest Average Compensation: The average Total Compensation
for the three consecutive years of service with the Employer that produces the
highest average.
	 
	 	(4)  	Projected Annual Benefit: The annual retirement benefit
(adjusted to an actuarially equivalent straight life annuity if such benefit is
expressed in a form other than a straight life annuity or Qualified Joint and
Survivor Annuity) to which the Participant would be entitled under the terms of
the Plan assuming:






	 	(i)  	the Participant will continue employment until
Normal Retirement Age under the Plan (or current age, if later), and
	 
	 	(ii)  	the Participant’s Total Compensation for the
current Limitation Year and all other relevant factors used to
determine benefits under the Plan will remain constant for all future
Limitation Years.





	 	 	 
	 
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ARTICLE 8

PLAN DISTRIBUTIONS



Except as provided under Article 9 (Joint and Survivor Annuity Requirements), this Article 8
governs all distributions to Participants under the Plan. Sections 8.1 and 8.2 set forth the
available distribution options under the Plan and the amount available for distribution. Section
8.3 sets forth the Participants’ distribution options following termination of employment, Section
8.4 discusses the distribution options upon a Participant’s death, and Sections 8.5 and 8.6 set
forth the in-service distribution options under the Plan, including the conditions for receiving a
Hardship distribution. Parts 9 and 10 of the Agreement contain the elective provisions for the
Employer to identify the timing of distributions and the permitted distribution events under the
Plan.





	8.1  	Distribution Options. A Participant who terminates employment with the Employer may receive a
distribution of his/her vested Account Balance at the time and in the manner designated under
Part 9 of the Agreement. A Participant may receive an in-service distribution prior to his/her
termination of employment with the Employer only to the extent permitted under Part 10 of the
Agreement.
	 
	   	Distributions from the Plan will be made in the form of a lump sum of the Participant’s
entire vested Account Balance, a single sum distribution of a portion of the Participant’s
vested Account Balance, installments, annuity payments, or other form as selected under Part
11 of the Agreement. Unless provided otherwise under Part 11 of the Agreement, a Participant
may select any combination of the available distribution forms.
	 
	   	If the Employer elects to permit a single sum distribution of a portion of the Participant’s
vested Account Balance, the Employer may limit the availability or frequency of subsequent
withdrawals under Part 11, #40.f. of the Nonstandardized Agreement [Part 11, #58.f. of the
Nonstandardized 401(k) Agreement]. If the Employer elects under Part 11 of the Agreement to
permit installment payments as an optional form of distribution, the Participant (and
spouse, if applicable) may elect to receive installments in monthly, quarterly, semi-annual,
or annual payments over a period not exceeding the Life Expectancy of the Participant and
his/her Designated Beneficiary. The Participant may elect at any time to accelerate the
payment of all, or any portion, of an installment distribution. If the Employer elects under
Part 11 of the Agreement to permit annuity payments, such annuity payments may not be in a
form that will provide for payments over a period extending beyond either the life of the
Participant (or the lives of the Participant and his/her designated Beneficiary) or the life
expectancy of the Participant (or the life expectancy of the Participant and his/her
designated Beneficiary). The Employer may restrict the availability of installment payments
or annuity payments under Part 11, #40.f. of the Nonstandardized Agreement [Part 11, #58.f.
of the Nonstandardized 401(k) Agreement].
	 
	   	If the Plan is subject to the Joint and Survivor Annuity requirements under Article 9, the
Plan must make distribution in the form of a QJSA (as defined in Section 9.4(a)) unless the

Participant (and spouse, if the Participant is married) elects an alternative distribution
form in accordance with Section 9.4(d). (See Section 9.1 for the rules regarding the
application of the Joint and Survivor Annuity requirements.)
	 
	8.2  	Amount Eligible for Distribution. For purposes of determining the amount a Participant may
receive as a distribution from the Plan, a Participant’s Account Balance is determined as of
the Valuation Date (as specified in Part 12 of the Agreement) which immediately precedes the
date the Participant receives his/her distribution from the Plan. For this purpose, the
Participant’s Account Balance must be increased for any contributions allocated to the
Participant’s Account since the most recent Valuation Date and must be reduced for any
distributions the Participant received from the Plan since the most recent Valuation Date. A
Participant does not share in any allocation of gains or losses attributable to the period
between the Valuation Date and the date of the distribution under the Plan, unless provided
otherwise under Part 12 of the Agreement or under uniform funding and valuation procedures
established by the Plan Administrator. In the case of a Participant-directed Account, the
determination of the value of the Participant’s Account for distribution purposes is subject
to the funding and valuation procedures applicable to such directed Account.
	 
	8.3  	Distributions After Termination of Employment. Subject to the required minimum distribution
provisions under Article 10, a Participant whose employment with the Employer is terminated
for any reason, other than death, is entitled to receive a distribution of his/her vested
Account Balance in accordance with this Section 8.3 as of the date selected in Part 9 of the
Agreement. If a Participant dies while employed by the Employer, or dies before distribution
of his/her vested Account Balance is completed, distribution will be made in accordance with
Section 8.4.






	 	(a)  	Account Balance exceeding $5,000. If a Participant’s entire vested Account
Balance exceeds $5,000 at the time of distribution, the Participant may elect to
receive a distribution of his/her vested Account Balance in any form permitted under
Part 11 of the Agreement at the time indicated under Part 9, #33 of the Agreement [Part
9, #51 of the 401(k) Agreement]. The Participant must receive proper notice and must
consent in writing, in accordance with Section 8.7, prior to receiving a distribution
from the Plan. If the Participant does not consent to a distribution upon terminating
employment with the Employer, distribution will be made in accordance with Article 10.
(Also see Section 8.8 for additional notice requirements.)





	 	 	 
	 
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	 	(b)  	Account Balance not exceeding $5,000. If a Participant’s entire vested Account
Balance does not exceed $5,000 at the time of distribution, the Plan Administrator will
distribute the Participant’s entire vested Account Balance in a single lump sum at the
time indicated under Part 9, #34 of the Agreement [Part 9, #52 of the 401(k)
Agreement]. Although the Participant need not consent to receive a distribution under
this subsection (b), the Participant must receive the notice described in Section 8.8
(if applicable) prior to receiving the distribution from the Plan. The Employer may
modify the rule under this subsection (b) by electing under Part 9, #37.a. of the
Agreement [Part 9, #55.a. of the 401(k) Agreement] to require Participant consent prior
to a distribution from the Plan, without regard to whether the Participant’s vested
Account Balance exceeds $5,000 at the time of distribution.
	 
	 	(c)  	Permissible distribution events under a 401(k) plan. A Participant may not
receive a distribution of Section 401(k) Deferrals, QNECs, QMACs and Safe Harbor
Contributions under this Section 8.3 unless the Participant satisfies one of the
following conditions:






	 	(1)  	The Participant has a “separation from service” with the
Employer. For this purpose, a separation from service occurs when an Employee
terminates employment with the Employer. If a Participant changes jobs as a
result of the Employer’s liquidation, merger, consolidation, or other similar
transaction, a distribution may be made to the Participant if the Plan
Administrator determines the Participant has incurred a separation from service
in accordance with rules promulgated under the Code or regulations, or by
reason of a ruling or other published guidance from the IRS. A Participant may
not receive a distribution by reason of separation from service, or continue to
receive an installment distribution based on separation from service, if prior
to the time the distribution is made from the Plan, the Participant returns to
employment with the Employer.
	 
	 	(2)  	The Employer is a corporation and the Employer sells
substantially all of the assets of a trade or business (within the meaning of
§409(d)(2) of the Code) to an unrelated corporation, provided the purchaser
does not continue to maintain the Plan with respect to the Participant after
the sale and the Participant becomes employed by the unrelated corporation as a
result of the sale and the distribution is made by the end of the second
calendar year after the year of the sale. For this purpose, an Employer is
deemed to have sold substantially all of the assets of a trade or business if
it sells 85% or more of the total assets of such trade or business.
	 
	 	(3)  	The Employer is a corporation and the Employer sells a
subsidiary to an unrelated corporation, provided the purchaser does not
continue to maintain the Plan with respect to the Participant after the sale
and the Participant continues to be employed by the unrelated corporation after
the sale and the distribution is made by the end of the second calendar year
after the year of the sale.






	 	(d)  	Disabled Participant. A terminated Employee who is Disabled at the time of
termination, or who becomes Disabled after terminating employment with the Employer,
generally is entitled to a distribution in the time and manner specified in Part 9 of
the Agreement. However, if so elected in Part 9, #35 of the Agreement [Part 9, #53 of
the 401(k) Agreement], a terminated Employee who is Disabled at the time of
termination, or who becomes Disabled after terminating employment with the Employer, is
entitled to a distribution in the time and manner specified in Part 9, #35 of the
Agreement [Part 9, #53 of the 401(k) Agreement], to the extent such election will
result in an earlier distribution than would otherwise be available under Part 9 of the
Agreement.
	 
	 	(e)  	Determining whether vested Account Balance exceeds $5,000. For distributions
made on or after October 17, 2000, the determination of whether a Participant’s vested
Account Balance exceeds $5,000 is based on the value of the Participant’s Account as of
the most recent Valuation Date. In determining the value of a Participant’s Account for
distributions made before October 17, 2000, the “lookback rule” may apply. If the
lookback rule applies, the Participant’s vested Account Balance is deemed to exceed
$5,000 for purposes of applying the provisions under this Article 8 and Article 9.
	 
	 	   	For distribution made after March 21, 1999 and before October 17, 2000, the
“lookback rule” is applicable to a distribution to a Participant if the Participant
previously received a distribution when his/her vested Account Balance exceeded
$5,000, and either subsection (1) or (2) applies.






	 	(1)  	The distribution is subject to the Joint and Survivor Annuity
requirements of Article 9.
	 
	 	(2)  	The distribution is not subject to the Joint and Survivor
Annuity requirements of Article 9, but a periodic distribution method (e.g., an
installment distribution) is currently in effect with respect to the
Participant’s vested Account Balance, at least one scheduled payment still
remains, and when the first periodic payment was made under such election, the
vested Account Balance exceeded $5,000.





	 	 	 
	 
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	 	   	For distributions made before March 21, 1999, the lookback rule applies to all
distributions, without regard to subsections (1) and (2) above. However, the Plan
does not fail to satisfy the requirements of this subsection (e) if, prior to the
adoption of this Plan, the lookback rule was applied to all distributions (without
regard to the limitations described in subsections (1) and (2) above), or if the
limitations described in subsections (1) and (2) above were applied to distributions
made before March 22, 1999 but in a Plan Year beginning after August 5, 1997.
	 
	 	(f)  	Effective date of $5,000 vested Account Balance rule. The provisions under this
Article 8 and Article 9 which refer to a $5,000 vested Account Balance are effective
for Plan Years beginning after August 5, 1997, unless a later effective date is
specified in the GUST provisions under Appendix B-3.a. of the Agreement. For plan years
beginning prior to August 6, 1997 (or any later effective date specified in Appendix
B-3.a. of the Agreement) any reference under this Article 8 or Article 9 to a $5,000
vested Account Balance should be applied by replacing $5,000 with $3,500.






	8.4  	Distribution upon the Death of the Participant. The death benefit payable with respect to a
deceased Participant depends on whether the Participant dies after distribution of his Account
Balance has commenced (see subsection (a) below) or before distribution commences (see
subsection (b) below).






	 	(a)  	Post-retirement death benefit. If a Participant dies after commencing
distribution of his/her benefit under the Plan, the death benefit is the benefit
payable under the form of payment that has commenced. If a Participant commences
distribution prior to death only with respect to a portion of his/her Account Balance,
then the rules in subsection (b) apply to the rest of the Account Balance.
	 
	 	(b)  	Pre-retirement death benefit. If a Participant dies before commencing
distribution of his/her benefit under the Plan, the death benefit that is payable
depends on whether the value of the death benefit exceeds $5,000 and whether the Joint
and Survivor Annuity requirements of Article 9 apply. If there is both a QPSA death
benefit and a non-QPSA death benefit, each death benefit is valued separately to
determine whether it exceeds $5,000. For death benefits distributed before the $5,000
rule described in Section 8.3(f) is effective, substitute $3,500 for $5,000.






	 	(1)  	Death benefit not exceeding $5,000. If the value of the
pre-retirement death benefit does not exceed $5,000, it shall be paid in a
single sum as soon as administratively feasible after the Participant’s death.
	 
	 	(2)  	Death benefit that exceeds $5,000. If the value of the
pre-retirement death benefit exceeds $5,000, the payment of the death benefit
will depend on whether the Joint and Survivor Annuity requirements apply.






	 	(i)  	If the Joint and Survivor Annuity requirements
do not apply. In this case, the entire death benefit is payable in the
form and at the time described below in subsection (ii)(B).
	 
	 	(ii)  	If the Joint and Survivor Annuity requirements
apply. In this case, the death benefit consists of a QPSA death benefit
(see Section 9.3) and, if the QPSA is defined to be less than 100% of
the Participant’s vested Account Balance, a non-QPSA death benefit. The
QPSA death benefit is payable in accordance with subsection (A) below,
unless the Participant has waived such death benefit under the waiver
procedures described in Section 9.4(d). In the event there is a proper
waiver of the QPSA death benefit, then such portion of the death
benefit is payable in the same manner as the non-QPSA death benefit.
The non-QPSA death benefit is payable in the form and at the time
described below in subsection (B).






	 	(A)  	QPSA death benefit. If the
pre-retirement death benefit is payable in the QPSA form, then
it shall be paid in accordance with Article 9. If the QPSA death
benefit has not been waived, but the surviving spouse elects a
different form of payment, then distribution of the QPSA death
benefit is made in accordance with the form of payment elected
by the spouse, provided such form of payment is available under
Section 8.1. The surviving spouse may request the payment of the
QPSA death benefit (in the QPSA form or in the form elected by
the surviving spouse) as soon as administratively feasible after
the death of the Participant. However, payment of the death
benefit will not commence without the consent of the surviving
spouse prior to the date the Participant would have reached
Normal Retirement Age (or age 62, if later). If the QPSA death
benefit has been waived, in accordance with the procedures in
Article 9, then the portion of the Participant’s vested Account
Balance that would have been payable as a QPSA death benefit in
the absence of such a waiver is treated as a death benefit
payable under subsection (B).





	 	 	 
	 
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	 	(B)  	Non-QPSA death benefits. Any
pre-retirement death benefit not described in subsection (A) is
payable under this paragraph. Such death benefit is payable in
lump sum as soon as administratively feasible after the
Participant’s death. However, the death benefit may be payable
in a different form if prescribed by the Participant’s
Beneficiary designation, or if the Beneficiary, before a lump
sum payment of the benefit is made, requests an election as to
the form of payment. An alternative form of payment must be one
that is available under Section 8.1.






	 	(3)  	Minimum distribution requirements. In no event will any death
benefit be paid in a manner that is inconsistent with the minimum distribution
requirements of Section 10.2. In addition, the Beneficiary of any
pre-retirement death benefit described above in subsection (2) may postpone the
commencement of the death benefit to a date that is not later than the latest
commencement date permitted under Section 10.2, unless such election is
prohibited in Part 9, #37.b. of the Agreement [Part 9, #55.b. of the 401(k)
Agreement].






	 	(c)  	Determining a Participant’s Beneficiary. A Participant may designate a
Beneficiary to receive the death benefits described in this Section 8.4. Any
Beneficiary designation is subject to the rules under subsections (1) — (4) below. A
Participant may change or revoke a Beneficiary designation at any time by filing a new
designation with the Plan Administrator. Any new Beneficiary designation is subject to
the spousal consent rules described below, unless the spouse specifically waives such
right under a general consent as authorized under Section 9.4(d). Unless specified
otherwise in the Participant’s designated beneficiary election form, if a Beneficiary
does not predecease the Participant but dies before distribution of the death benefit
is made to the Beneficiary, the death benefit will be paid to the Beneficiary’s estate.
	 
	 	   	The Plan Administrator may request proper proof of the Participant’s death and may
require the Beneficiary to provide evidence of his/her right to receive a
distribution from the Plan in any form or manner the Plan Administrator may deem
appropriate. The Plan Administrator’s determination of the Participant’s death and
of the right of a Beneficiary to receive payment under the Plan shall be conclusive.
If a distribution is to be made to a minor or incompetent Beneficiary, payments may
be made to the person’s legal guardian, conservator, or custodian in accordance with
the Uniform Gifts to Minors Act or similar law as permitted under the laws of the
state where the Beneficiary resides. The Plan Administrator or Trustee will not be
liable for any payments made in accordance with this subsection (c) and are not
required to make any inquiries with respect to the competence of any person entitled
to benefits under the Plan.
	 
	 	   	If a Participant designates his/her spouse as Beneficiary and subsequent to such
Beneficiary designation, the Participant and spouse are divorced or legally
separated, the designation of the spouse as Beneficiary under the Plan is
automatically rescinded unless specifically provided otherwise under a divorce
decree or QDRO, or unless the Participant enters into a new Beneficiary designation
naming the prior spouse as Beneficiary.






	 	(1)  	Spousal consent to Beneficiary designation: post-retirement
death benefit. If a Participant is married at the time distribution commences
to the Participant, the Beneficiary of any post-retirement death benefit is the
Participant’s surviving spouse, regardless of whether the Joint and Survivor
Annuity requirements under Article 9 apply, unless there is no surviving spouse
or the spouse has consented to the Beneficiary designation in a manner that is
consistent with the requirements for a Qualified Election under Section 9.4(d),
or makes a valid disclaimer of the benefit. If the Joint and Survivor Annuity
requirements apply, the spouse is determined as of the Distribution
Commencement Date for purposes of this spousal consent requirement. If the
Joint and Survivor Annuity requirements do not apply, the spouse is determined
as of the Participant’s date of death for purposes of this spousal consent
requirement.
	 
	 	(2)  	Spousal consent to Beneficiary designation: pre-retirement
death benefit. The rules for spousal consent depend on whether the Joint and
Survivor Annuity requirements in Article 9 apply.






	 	(i)  	If the Joint and Survivor Annuity requirements
apply. In this case, the QPSA death benefit will be payable in
accordance with Section 9.3. The QPSA death benefit may be payable to a
non-spouse Beneficiary only if the spouse consents to the Beneficiary
designation, pursuant to the Qualified Election requirements under
Section 9.4(d), or makes a valid disclaimer. The non-QPSA death
benefit, if any, is payable to the person named in the Beneficiary
designation, without regard to whether spousal consent is obtained for
such designation. If a spouse does not properly consent to a
Beneficiary designation, the QPSA waiver is invalid, and the QPSA death
benefit is still payable to the spouse, but the Beneficiary designation
remains valid with respect to any non-QPSA death benefit.





	 	 	 
	 
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	 	(ii)  	If the Joint and Survivor Annuity requirements
do not apply. In this case, the surviving spouse (determined at the
time of the Participant’s death), if any, must be treated as the sole
Beneficiary, regardless of any contrary Beneficiary designation, unless
there is no surviving spouse, or the spouse has consented to the
Beneficiary designation in a manner that is consistent with the
requirements for a Qualified Election under Section 9.4(d) or makes a
valid disclaimer.






	 	(3)  	Default beneficiaries. To the extent a Beneficiary has not been
named by the Participant (subject to the spousal consent rules discussed above)
and is not designated under the terms of this Plan to receive all or any
portion of the deceased Participant’s death benefit, such amount shall be
distributed to the Participant’s surviving spouse (if the Participant was
married at the time of death). If the Participant does not have a surviving
spouse at the time of death, distribution will be made to the Participant’s
surviving children, in equal shares. If the Participant has no surviving
children, distribution will be made to the Participant’s estate. The Employer
may modify the default beneficiary rules described in this subparagraph by
addition attaching appropriate language as an addendum to the Agreement.
	 
	 	(4)  	One-year marriage rule. The Employer may elect under Part 11,
#41.c. of the Agreement [Part 11, #59.c. of the 401(k) Agreement], for purposes
of applying the provisions of this Section 8.4, that an individual will not be
considered the surviving spouse of the Participant if the Participant and the
surviving spouse have not been married for the entire one-year period ending on
the date of the Participant’s death.






	8.5  	Distributions Prior to Termination of Employment.






	 	(a)  	Employee After-Tax Contributions, Rollover Contributions, and transfers. A
Participant may withdraw at any time, upon written request, all or any portion of
his/her Account Balance attributable to Employee After-Tax Contributions or Rollover
Contributions. Any amounts transferred to the Plan pursuant to a Qualified Transfer (as
defined in Section 3.3(d)) also may be withdrawn at any time pursuant to a written
request. No forfeiture will occur solely as a result of an Employer’s withdrawal of
Employee After-Tax Contributions. The Employer may elect in Part 10, #39.d. of the
Nonstandardized Agreement [Part 10, #57.d. of the Nonstandardized 401(k) Agreement] to
modify the availability of in-service withdrawals of Employee After-Tax Contributions,
Rollover Contributions, or Qualified Transfers.
	 
	 	   	With respect to transfers (other than Qualified Transfers) and subject to the
restrictions on distributions of transferred assets under Section 3.3, a Participant
may request a distribution of all or any portion of his/her Transfer Account only as
permitted under this Article with respect to contributions of the same type as are
being withdrawn.
	 
	 	(b)  	Employer Contributions. Except as provided in Section 14.10 dealing with
defaulted Participant loans, a Participant may receive a distribution of all or any
portion of his/her vested Account Balance attributable to Employer Contributions prior
to termination of employment only as permitted under Part 10 of the Agreement. If the
Joint and Survivor Annuity requirements under Article 9 apply to the Participant, the
Participant’s spouse (if the Participant is married at the time of distribution) must
consent to a distribution in accordance with Section 9.2.
	 
	 	   	The Employer may elect under the profit sharing or 401(k) plan Agreement to permit
in-service distributions of Employer Contributions (other than Section 401(k)
Deferrals, QMACs, QNECs, and Safe Harbor Contributions) upon the occurrence of a
specified event or upon the completion of a certain number of years. In no case,
however, may a distribution that is made solely on account of the completion of a
designated number of years be made with respect to Employer Contributions that have
been accumulated in the Plan for less than 2 years. This rule does not apply if the
Participant has been an Eligible Participant in the Plan for at least 5 years. An
in-service distribution may be made on account of a specified event (other than the
completion of a designated number of years) at any time, if authorized under Part 10
of the Agreement.
	 
	 	   	If a Participant with a partially vested benefit receives an in-service distribution
under the Plan, the special vesting schedule under Section 4.8 must be applied to
determine the Participant’s vested percentage in his/her remaining Account Balance.
This special vesting schedule will not apply if the Employer limits the availability
of in-service distributions under Part 10 of the Agreement to Participants who are
100% vested.
	 
	 	(c)  	Section 401(k) Deferrals, Qualified Nonelective Contributions, Qualified
Matching Contributions, and Safe Harbor Contributions. If the Employer has adopted the
401(k) Agreement, a Participant may receive an in-service distribution of all or any
portion of his/her Section 401(k) Deferral Account, QMAC Account, QNEC Account, Safe
Harbor Matching Contribution Account and Safe Harbor Nonelective Contribution Account
only as permitted under Part 10 of the





	 	 	 
	 
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	 	  	Agreement. No provision in this Plan or in Part
10 of the Agreement may be interpreted to permit a Participant to receive a
distribution of such amounts prior to the occurrence of one of the following events:






	 	(1)  	the Participant becoming Disabled;
	 
	 	(2)  	the Participant’s attainment of age 59 1/2;
	 
	 	(3)  	the Participant’s Hardship (as defined in Section 8.6).






	 	(d)  	Corrective distributions. Nothing in this Article 8 precludes the Plan
Administrator from making a distribution to a Participant, to the extent such
distribution is made to correct a qualification defect in accordance with the
corrective procedures under the IRS’ voluntary compliance programs. Thus, for example,
nothing in this Article 8 would preclude the Plan from making a corrective distribution
to an Employee who received contributions under the Plan prior to becoming an Eligible
Participant. Any such distribution must be made in accordance with the correction
procedures applicable under the IRS’ voluntary correction programs.






	8.6  	Hardship Distribution. To the extent permitted under Part 10 of the Agreement, a Participant
may receive an in-service distribution on account of a Hardship. The Employer may elect under
Part 10, #38.c. of the Agreement [Part 10, #56.c. of the 401(k) Agreement] to permit a
Hardship distribution only if the Participant satisfies the safe harbor Hardship requirements
under subsection (a) below. Alternatively, the Employer may elect under Part 10, #38.d. of the
Agreement [Part 10, #56.d. of the 401(k) Agreement] to permit a Hardship distribution of
Employer Contributions (other than Section 401(k) Deferrals) in accordance with the
requirements of subsection (b) below. A Hardship distribution of Section 401(k) Deferrals must
meet the requirements of a safe harbor Hardship as described under subsection (a) below. A
Hardship distribution under this Section 8.6 is not available for QNECs, QMACs or Safe Harbor
Contributions.






	 	(a)  	Safe harbor Hardship distribution. To qualify for a safe harbor Hardship, a
Participant must demonstrate an immediate and heavy financial need, as described in
subsection (1), and must satisfy the conditions described in subsection (2).






	 	(1)  	Immediate and heavy financial need. To be considered an
immediate and heavy financial need, the Hardship distribution must be made on
account of one of the following events:






	 	(i)  	the incurrence of medical expenses (as
described in §213(d) of the Code), of the Participant, the
Participant’s spouse or dependents;
	 
	 	(ii)  	the purchase (excluding mortgage payments) of a
principal residence for the Participant;
	 
	 	(iii)  	payment of tuition and related educational
fees (including room and board) for the next 12 months of
post-secondary education for the Participant, the Participant’s spouse,
children or dependents;
	 
	 	(iv)  	to prevent the eviction of the Participant
from, or a foreclosure on the mortgage of, the Participant’s principal
residence; or
	 
	 	(v)  	any other event that the IRS recognizes as a
safe harbor Hardship distribution event under ruling, notice or other
guidance of general applicability.






	 	   	A Participant must provide the Plan Administrator with a written request for
a Hardship distribution. The Plan Administrator may require written
documentation, as it deems necessary, to sufficiently document the existence
of a proper Hardship event.






	 	(2)  	Conditions for taking a safe harbor Hardship withdrawal. A
Participant may receive a safe harbor Hardship withdrawal only if all of the
following conditions are satisfied.






	 	(i)  	The Participant has obtained all available
distributions, other than Hardship distributions, and all nontaxable
loans under the Plan and all other qualified plans maintained by the
Employer.
	 
	 	(ii)  	The Participant is suspended from making any
Section 401(k) Deferrals (and any Employee After-Tax Contributions)
under the Plan or any other plans (other than welfare benefit plans)
maintained by the Employer for 12 months after the receipt of the
Hardship distribution.





	 	 	 
	 
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	 	(iii)  	The distribution is not in excess of the
amount of the immediate and heavy financial need (including amounts
necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution).
	 
	 	(iv)  	The limitation on Elective Deferrals under Code
§402(g) for the Participant for the taxable year immediately following
the taxable year of the Hardship distribution is reduced by the amount
of any Elective Deferrals the Participant made during the taxable year
of the Hardship distribution.






	 	(b)  	Non-safe harbor Hardship distribution. The Employer may elect under Part 10,
#38.d. of the Agreement [Part 10, #56.d. of the 401(k) Agreement] to permit a Hardship
distribution of Employer Contributions (other than Section 401(k) Deferrals) on account
of an immediate and heavy financial need (as described in subsection (a)(1) above), but
without regard to the requirements of subsection (a)(2) above. Solely for the purpose
of applying this subsection (b), a Hardship distribution will be on account of an
immediate and heavy financial need if such Hardship distribution is made to pay for
funeral expenses for a family member of the Participant or upon the Participant’s
Disability. The Employer may add other permitted Hardship events under Part 10, #39.d.
of the Nonstandardized Agreement [Part 10, #57.d. of the Nonstandardized 401(k)
Agreement]. A non-safe harbor Hardship distribution is not available for Section 401(k)
Deferrals, QNECs, QMACs, or Safe Harbor Contributions.
	 
	 	(c)  	Amount available for distribution. A Participant may receive a Hardship
distribution of any portion of his/her vested Employer Contribution Account or Employer
Matching Contribution Account (including earnings thereon), as permitted under Part 10
of the Agreement. A Participant may receive a Hardship distribution of any portion of
his/her Section 401(k) Deferral Account, if permitted under Part 10 of the Agreement,
provided such distribution, when added to other Hardship distributions from Section
401(k) Deferrals, does not exceed the total Section 401(k) Deferrals the Participant
has made to the Plan (increased by income allocable to such Section 401(k) Deferrals
that was credited by the later of December 31, 1988 or the end of the last Plan Year
ending before July 1, 1989). A Participant may not receive a Hardship distribution from
his/her QNEC Account, QMAC Account, Safe Harbor Nonelective Contribution Account or
Safe Harbor Matching Contribution Account.






	8.7  	Participant Consent. If the value of a Participant’s entire vested Account Balance exceeds
$5,000 (as determined in accordance with Section 8.3(e)), the Participant must consent to any
distribution of such Account Balance prior to his/her Required Beginning Date (as defined in
Section 10.3(a)). The Employer may modify this provision under Part 9, #37.b. of the Agreement
[Part 9, #55.b. of the 401(k) Agreement] to provide for automatic distribution to a terminated
Participant (or Beneficiary) as of the date the Participant attains (or would have attained if
not deceased) the later of Normal Retirement Age or age 62. A Participant must consent in
writing to a distribution under this Section 8.7 within the 90-day period ending on the
Distribution Commencement Date (as defined in Section 22.56). If the Participant is subject to
the Joint and Survivor Annuity requirements under Article 9 of this Plan, the Participant’s
spouse (if the Participant is married at the time of the distribution) also must consent to
the distribution in accordance with Section 9.2. If the distribution is an Eligible Rollover
Distribution, the Participant must also direct the Plan Administrator as to whether he/she
wants a Direct Rollover and if so, the name of the Eligible Retirement Plan to which the
distribution will be made. (See Section 8.8 for more information regarding the Direct Rollover
rules.)






	 	(a)  	Participant notice. Prior to receiving a distribution from the Plan, the
Participant must be notified of his/her right to defer any distribution from the Plan
in accordance with the provisions under Article 10 of this BPD. The notification shall
include a general description of the material features and the relative values of the
optional forms of benefit available under the Plan (consistent with the requirements
under Code §417(a)(3)). The notice must be provided no less than 30 days and no more
than 90 days prior to the Participant’s Distribution Commencement Date. However,
distribution may commence less than 30 days after the notice is given, if the
Participant is clearly informed of his/her right to take 30 days after receiving the
notice to decide whether or not to elect a distribution (and, if applicable, a
particular distribution option), and the Participant, after receiving the notice,
affirmatively elects to receive the distribution prior to the expiration of the 30-day
minimum period. (But see Section 9.5(a) for the rules regarding the timing of
distributions when the Joint and Survivor Annuity requirements apply.) The notice
requirements described in this paragraph may be satisfied by providing a summary of the
required information, so long as the conditions described in applicable regulations for
the provision of such a summary are satisfied, and the full notice is also provided
(without regard to the 90-day period described in this subsection).
	 
	 	(b)  	Special rules. The consent rules under this Section 8.7 apply to distributions
made after the Participant’s termination of employment and to distributions made prior
to the Participant’s termination of employment. However, the consent of the Participant
(and the Participant’s spouse, if applicable) shall not be required to the extent that
a distribution is made:






	 	(1)  	to satisfy the required minimum distribution rules under Article 10;





	 	 	 
	 
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	 	(2)  	to satisfy the requirements of Code §415, as described in Article 7;
	 
	 	(3)  	to correct Excess Deferrals, Excess Contributions or Excess
Aggregate Contributions, as described in Article 17.






	 	  	In addition, if distributions are being made on account of the termination of the
Plan, and an annuity option is not available under the Plan, the Participant’s
Account Balance will, without the Participant’s consent, be distributed to the
Participant, without regard to the value of the Participant’s vested Account
Balance, unless the Employer (or any Related Employer) maintains another Defined
Contribution Plan (other than an employee stock ownership plan as defined in Code
§4975(e)(7)). If the Employer or any Related Employer maintains another Defined
Contribution Plan (other than an employee stock ownership plan), then the
Participant’s Account Balance will be transferred, without the Participant’s
consent, to the other plan, if the Participant does not consent to an immediate
distribution (to the extent consent to an immediate distribution is otherwise
required under this Section 8.7).






	8.8  	Direct Rollovers. This Section 8.8 applies to distributions made on or after January 1, 1993.
Notwithstanding any provision in the Plan to the contrary, a Participant may elect to have all
or any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement
Plan in a Direct Rollover. If a Participant elects a Direct Rollover of only a portion of an
Eligible Rollover Distribution, the Plan Administrator may require that the amount being
rolled over equals at least $500.
	 
	   	For purposes of this Section 8.8, a Participant includes a Participant or former
Participant. In addition, this Section applies to any distribution from the Plan made to a
Participant’s surviving spouse or to a Participant’s spouse or former spouse who is the
Alternate Payee under a QDRO, as defined in Section 22.151.
	 
	   	If it is reasonable to expect (at the time of the distribution) that the total amount the
Participant will receive as a distribution during the calendar year will total less than
$200, the Employer need not offer the Participant a Direct Rollover option with respect to
such distribution.






	 	(a)  	Eligible Rollover Distribution. An Eligible Rollover Distribution is any
distribution of all or any portion of a Participant’s Account Balance, except for the
following distributions:






	 	(1)  	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 Participant or the joint lives (or joint Life
Expectancies) of the Participant and the Participant’s Beneficiary, or for a
specified period of ten years or more;
	 
	 	(2)  	any distribution to the extent such distribution is a required
minimum distribution under Article 10;
	 
	 	(3)  	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);
	 
	 	(4)  	an in-service Hardship withdrawal of Section 401(k) Deferrals,
as described in subsection (e) below; and
	 
	 	(5)  	a distribution made to satisfy the requirements of Code §415,
as described in Article 7, or a distribution to correct Excess Deferrals,
Excess Contributions or Excess Aggregate Contributions, as described in Article
17.






	 	(b)  	Eligible Retirement Plan. An Eligible Retirement Plan is:






	 	(1)  	an individual retirement account described in §408(a) of the Code;
	 
	 	(2)  	an individual retirement annuity described in §408(b) of the
Code;
	 
	 	(3)  	an annuity plan described in §403(a) of the Code; or
	 
	 	(4)  	a qualified plan described in §401(a) of the Code.






	 	   	However, in the case of an Eligible Rollover Distribution to a surviving spouse, an
Eligible Retirement Plan is only an individual retirement account or individual
retirement annuity.
	 
	 	(c)  	Direct Rollover. A Direct Rollover is a payment made directly from the Plan to
the Eligible Retirement Plan specified by the Participant. The Plan Administrator may
develop reasonable procedures for accommodating Direct Rollover requests.





	 	 	 
	 
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	 	(d)  	Direct Rollover notice. A Participant entitled to an Eligible Rollover
Distribution must receive a written explanation of his/her right to a Direct Rollover,
the tax consequences of not making a Direct Rollover, and, if applicable, any available
special income tax elections. The notice must be provided within the same 30 – 90 day
timeframe applicable to the Participant consent notice under Section 8.7(a). The Direct
Rollover notice must be provided to all Participants, unless the total amount the
Participant will receive as a distribution during the calendar year is expected to be
less than $200.
	 
	 	   	If a Participant terminates employment with a total vested Account Balance of $5,000
or less (as determined under Section 8.3(e)) and the Participant does not respond to
the Direct Rollover notice indicating whether a Direct Rollover is desired and the
name of the Eligible Retirement Plan to which the Direct Rollover is to be made, the
Plan Administrator will distribute the Participant’s entire vested Account Balance
(in accordance with Section 8.3(b)) no earlier than 30 days and no later than 90
days following the provision of the notice under Section 8.7. The notice will
describe the procedures for making a default distribution under this paragraph,
including any rules for making a default Direct Rollover to an IRA. Any default
provisions described under the notice must be applied uniformly and in a
nondiscriminatory manner. If the notice provides for a default Direct Rollover, the
default distribution will be made as a Direct Rollover to the IRA designated under
the notice. The notice must contain pertinent information regarding the Direct
Rollover, including the name, address, and telephone number of the IRA trustee and
information regarding IRA maintenance and withdrawal fees and how the IRA funds will
be invested. The notice will describe the timing of the Direct Rollover and the
Participant’s ability to affirmatively opt out of the Direct Rollover. The selection
of an IRA trustee, custodian or issuer and the selection of IRA investments for
purposes of a default Direct Rollover constitutes a fiduciary act subject to the
general fiduciary standards and prohibited transaction provisions of ERISA.
	 
	 	(e)  	Special rules for Hardship withdrawals of Section 401(k) Deferrals. A Hardship
withdrawal of Section 401(k) Deferrals (as described in Code §401(k)(2)(B)(i)(IV)) is
not an Eligible Rollover Distribution to the extent such withdrawal is made after
December 31, 1998 or, if later, the first day (but not later than January 1, 2000) that
the Plan Administrator begins to treat such Hardship withdrawals as ineligible for
rollover. Subject to any contrary pronouncement under statute, regulation or IRS
guidance, the Employer may treat a Hardship withdrawal of Section 401(k) Deferrals as
an Eligible Rollover Distribution if the Participant otherwise satisfies a non-Hardship
distribution event described in Code §401(k)(2) or (10) at the time of the withdrawal,
regardless of whether the Plan’s procedures characterizes such distribution as a
Hardship withdrawal.






	8.9  	Sources of Distribution. Unless provided otherwise in separate administrative provisions
adopted by the Plan Administrator, in applying the distribution provisions under this Article
8, distributions will be made on a pro rata basis from all Accounts from which a distribution
is permitted under this Article. Alternatively, the Plan Administrator may permit Participants
to direct the Plan Administrator as to which Account the distribution is to be made.
Regardless of a Participant’s direction as to the source of any distribution, the tax effect
of such a distribution will be governed by Code §72 and the regulations thereunder.






	 	(a)  	Exception for Hardship withdrawals. If the Plan permits a Hardship withdrawal
from both Section 401(k) Deferrals and Employer Contributions, a Hardship distribution
will first be treated as having been made from a Participant’s Employer Contribution
Account and then from the Employer’s Matching Contribution Account, to the extent such
Hardship distribution is available with respect to such Accounts. Only when all
available amounts have been exhausted under the Participant’s Employer Contribution
Account and/or Employer Matching Contribution Account will a Hardship distribution be
made from a Participant’s Section 401(k) Deferral Account. The Plan Administrator may
modify this provision in separate administrative procedures.
	 
	 	(b)  	In-kind distributions. Nothing in this Article precludes the Plan Administrator
from making a distribution in the form of property, or other in-kind distribution





	 	 	 
	 
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ARTICLE 9

JOINT AND SURVIVOR ANNUITY REQUIREMENTS



This Article provides rules concerning the application of the Joint and Survivor Annuity
requirements under this Plan. If the Plan is a profit sharing plan or a 401(k) plan, Part 11,
#41.b. of the Agreement [Part 11, #59.b. of the 401(k) Agreement] permits the Employer to apply the
Joint and Survivor Annuity requirements to all Participants under the Plan. If the Employer does
not elect to apply the Joint and Survivor Annuity requirements to all Participants, the Plan is
only subject to the Joint and Survivor Annuity requirements to the extent required under Section
9.1(b) of this Article.





	9.1  	Applicability. Except as provided in Section 9.6 below, this Article 9 applies to any
distribution received by a Participant under the money purchase plan Agreement or the target
benefit plan Agreement. For a profit sharing plan or 401(k) plan, the following rules apply.






	 	(a)  	Election to have requirements apply. If this Plan is a profit sharing plan or a
401(k) plan, and the Employer elects under Part 11, #41.b. of the profit sharing plan
Agreement or Part 11, #59.b. of the 401(k) Agreement to apply the Joint and Survivor
Annuity requirements, then this Article 9 applies in the same manner as it does to a
money purchase plan or a target benefit plan.
	 
	 	(b)  	Election to have requirements not apply. If this Plan is a profit sharing plan
or a 401(k) plan, and the Employer elects under Part 11, #41.a. of the profit sharing
plan Agreement or Part 11, #59.a. of the 401(k) Agreement not to apply the Joint and
Survivor Annuity requirements, this Article 9 generally will not apply to distributions
from the Plan. However, the rules of this Article 9 will apply to a Participant under
the following conditions:






	 	(1)  	the Participant elects to receive his/her benefit in the form
of a life annuity (if a life annuity is a permissible distribution option under
Part 11 of the Agreement); or
	 
	 	(2)  	the Participant has received a direct or indirect transfer of
benefits (other than a Qualified Transfer as defined in Section 3.3(d)) from
any plan which was subject to the Joint and Survivor Annuity requirements at
the time of the transfer (but only to such transferred benefits); or
	 
	 	(3)  	the Participant’s benefits under the Plan are used to offset
the benefits under another plan of the Employer that is subject to the Joint
and Survivor Annuity requirements.
	 
	 	Nothing in this subsection (b) prohibits a Plan Administrator from developing
administrative procedures that apply the spousal consent requirements outlined in
this Article 9 to a Plan that is not otherwise subject to the Joint and Survivor
Annuity requirements. For example, the Plan Administrator may require under separate
administrative procedures to require spousal consent to Participant distributions or
may in a separate loan procedure require spousal consent prior to granting a
Participant loan, without subjecting the Plan to the Joint and Survivor Annuity
requirements.






	 	(c)  	Accumulated deductible employee contributions. For purposes of applying the
rules under this Section 9.1, any distribution from a separate Account under a money
purchase plan or a target benefit plan which is attributable solely to accumulated
deductible employee contributions, as defined in Code §72(o)(5)(B), is treated as a
distribution from a profit sharing plan or 401(k) plan for which the rules under
subsection (b) above apply.






	9.2  	Qualified Joint and Survivor Annuity (QJSA). If the Joint and Survivor Annuity requirements
apply to a Participant, any distribution from the Plan to that Participant must be in the form
of a QJSA (as defined in Section 9.4(a)), unless the Participant (and the Participant’s
spouse, if the Participant is married) elects to receive the distribution in an alternative
form, as authorized under Part 11 of the Agreement. Any election of an alternative form of
distribution must be pursuant to a Qualified Election. Only the Participant needs consent
(pursuant to Section 8.7) to the commencement of a distribution in the form of a QJSA.






	9.3  	Qualified Preretirement Survivor Annuity (QPSA). If the Joint and Survivor Annuity
requirements apply to a Participant who dies before the Distribution Commencement Date, the
spouse of that Participant is entitled to receive a QPSA (as defined in Section 9.4(b)),
unless the Participant and spouse have waived the QPSA pursuant to a Qualified Election. The
Employer may elect under Part 11, #41.c. of the Agreement [Part 11, #59.c. of the 401(k)
Agreement] that a surviving spouse is not entitled to a QPSA benefit if the Participant and
surviving spouse were not married throughout the one year period ending on the date of the
Participant’s death. Any portion of a Participant’s vested Account Balance that is not payable
to the surviving spouse as a QPSA (or other form elected by the surviving spouse) constitutes
a non-QPSA death benefit and is payable under the rules described in Section 8.4.





	 	 	 	 	 
	 
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	9.4  	Definitions.






	 	(a)  	Qualified Joint and Survivor Annuity (QJSA). A QJSA is an immediate annuity
payable over the life of the Participant with a survivor annuity payable over the life
of the spouse. If the Participant is not married as of the Distribution Commencement
Date, the QJSA is an immediate annuity payable over the life of the Participant. The
survivor annuity must provide for payments to the surviving spouse equal to 50% of the
payments that the Participant is entitled under the annuity during the joint lives of
the Participant and the spouse. The Employer may elect under Part 11, #41.b. of the
Agreement [Part 11, #59.b. of the 401(k) Agreement] to make payments to the surviving
spouse equal to 100%, 75% or 66-2/3% (instead of 50%) of the payments the Participant
is entitled to under the annuity.
	 
	 	(b)  	Qualified Preretirement Survivor Annuity (QPSA). A QPSA is an annuity payable
over the life of the surviving spouse that is purchased using 50% of the Participant’s
vested Account Balance as of the date of death. The Employer may elect under Part 11,
#41.b. of the Agreement [Part 11, #59.b. of the 401(k) Agreement] to provide a QPSA
equal to 100% (instead of 50%) of the Participant’s vested Account Balance. The
remaining vested Account Balance will be distributed in accordance with the death
distribution provisions under Section 8.4. To the extent the Participant’s vested
Account Balance is derived from Employee After-Tax Contributions, the QPSA will share
in the Employee After-Tax Contributions in the same proportion as the Employee
After-Tax Contributions bear to the total vested Account Balance of the Participant.
	 
	 	   	The surviving spouse may elect to have the QPSA distributed at any time following
the Participant’s death (subject to the required minimum distribution rules under
Article 10) and may elect to receive distribution in any form permitted under
Section 8.1 of the Plan. If the surviving spouse fails to elect distribution upon
the Participant’s death, the QPSA benefit will be distributed in accordance with
Section 8.4.
	 
	 	(c)  	Distribution Commencement Date. The Distribution Commencement Date is the date
an Employee commences distributions from the Plan. If a Participant commences
distribution with respect to a portion of his/her Account Balance, a separate
Distribution Commencement Date applies to any subsequent distribution. If distribution
is made in the form of an annuity, the Distribution Commencement Date is the first day
of the first period for which annuity payments are made.
	 
	 	(d)  	Qualified Election. A Participant (and the Participant’s spouse) may waive the
QJSA or QPSA pursuant to a Qualified Election. If it is established to the satisfaction
of a plan representative that there is no spouse or that the spouse cannot be located,
any waiver signed by the Participant is deemed to be a Qualified Election. For this
purpose, a Participant will be deemed to not have a spouse if the Participant is
legally separated or has been abandoned and the Participant has a court order to such
effect. However, a former spouse of the Participant will be treated as the spouse or
surviving spouse and any current spouse will not be treated as the spouse or surviving
spouse to the extent provided under a QDRO.
	 
	 	   	A Qualified Election is a written election signed by both the Participant and the
Participant’s spouse (if applicable) that specifically acknowledges the effect of
the election. The spouse’s consent must be witnessed by a plan representative or
notary public. In the case of a waiver of the QJSA, the election must designate an
alternative form of benefit payment that may not be changed without spousal consent
(unless the spouse enters into a general consent agreement expressly permitting the
Participant to change the form of payment without any further spousal consent). In
the case of a waiver of the QPSA, the election must be made within the QPSA Election
Period and the election must designate a specific alternate Beneficiary, including
any class of Beneficiaries or any contingent Beneficiaries, which may not be changed
without spousal consent (unless the spouse enters into a general consent agreement
expressly permitting the Participant to change the Beneficiary designation without
any further spousal consent).
	 
	 	   	Any consent by a spouse under a Qualified Election (or a determination that the
consent of a spouse is not required) shall be effective only with respect to such
spouse. If the Qualified Election permits the Participant to change a payment form
or Beneficiary designation without any further consent by the spouse, the Qualified
Election must acknowledge that the spouse has the right to limit consent to a
specific form of benefit or a specific Beneficiary, as applicable, and that the
spouse voluntarily elects to relinquish either or both of such rights. A Participant
or spouse may revoke a prior waiver of the QPSA benefit at any time before the
commencement of benefits. Spousal consent is not required for a Participant to
revoke a prior QPSA waiver. No consent obtained under this provision shall be valid
unless the Participant has received notice as provided in Section 9.5 below.
	 
	 	(e)  	QPSA Election Period. A Participant (and the Participant’s spouse) may waive
the QPSA at any time during the QPSA Election Period. The QPSA Election Period is the
period beginning on the first day of the Plan Year in which the Participant attains age
35 and ending on the date of the Participant’s death. If a Participant separates from
service prior to the first day of the Plan Year in which age 35 is attained, with
respect to the Account Balance as of the date of separation, the QPSA Election Period
begins on the date of separation.





	 	 	 	 	 
	 
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	 	(f)  	Pre-Age 35 Waiver. A Participant who has not yet attained age 35 as of the end
of a Plan Year may make a special Qualified Election to waive, with spousal consent,
the QPSA for the period beginning on the date of such election and ending on the first
day of the Plan Year in which the Participant will attain age 35. Such election is not
valid unless the Participant receives the proper notice required under Section 9.5
below. QPSA coverage is automatically reinstated as of the first day of the Plan Year
in which the Participant attains age 35. Any new waiver on or after such date must
satisfy all the requirements for a Qualified Election.






	9.5  	Notice Requirements.






	 	(a)  	QJSA. In the case of a QJSA, the Plan Administrator shall provide each
Participant with a written explanation of: (1) the terms and conditions of the QJSA;
(2) the Participant’s right to make and the effect of an election to waive the QJSA
form of benefit; (3) the rights of the Participant’s spouse; and (4) the right to make,
and the effect of, a revocation of a previous election to waive the QJSA. The notice
must be provided to each Participant under the Plan no less than 30 days and no more
than 90 days prior to the Distribution Commencement Date.
	 
	 	   	A Participant may commence receiving a distribution in a form other than a QJSA less
than 30 days after receipt of the written explanation described in the preceding
paragraph provided: (1) the Participant has been provided with information that
clearly indicates that the Participant has at least 30 days to consider whether to
waive the QJSA and elect (with spousal consent) a form of distribution other than a
QJSA; (2) the Participant is permitted to revoke any affirmative distribution
election at least until the Distribution Commencement Date or, if later, at any time
prior to the expiration of the 7-day period that begins the day after the
explanation of the QJSA is provided to the Participant; and (3) the Distribution
Commencement Date is after the date the written explanation was provided to the
Participant. For distributions on or after December 31, 1996, the Distribution
Commencement Date may be a date prior to the date the written explanation is
provided to the Participant if the distribution does not commence until at least 30
days after such written explanation is provided, subject to the waiver of the 30-day
period.
	 
	 	(b)  	QPSA. In the case of a QPSA, the Plan Administrator shall provide each
Participant within the applicable period for such Participant a written explanation of
the QPSA in such terms and in such manner as would be comparable to the explanation
provided for the QJSA in subsection (a) above. The applicable period for a Participant
is whichever of the following periods ends last: (1) the period beginning with the
first day of the Plan Year in which the Participant attains age 32 and ending with the
close of the Plan Year preceding the Plan Year in which the Participant attains age 35;
(2) a reasonable period ending after the individual becomes a Participant; or (3) a
reasonable period ending after the joint and survivor annuity requirements first apply
to the Participant. Notwithstanding the foregoing, notice must be provided within a
reasonable period ending after separation from service in the case of a Participant who
separates from service before attaining age 35.
	 
	 	   	For purposes of applying the preceding paragraph, a reasonable period ending after
the enumerated events described in (2) and (3) is the end of the two-year period
beginning one year prior to the date the applicable event occurs, and ending one
year after that date. In the case of a Participant who separates from service before
the Plan Year in which age 35 is attained, notice shall be provided within the
two-year period beginning one year prior to separation and ending one year after
separation. If such a Participant thereafter returns to employment with the
employer, the applicable period for such Participant shall be redetermined.






	9.6  	Exception to the Joint and Survivor Annuity Requirements. Except as provided in Section 9.7,
this Article 9 does not apply to any Participant who has not earned an Hour of Service with
the Employer on or after August 23, 1984. In addition, if, as of the Distribution Commencement
Date, the Participant’s vested Account Balance (for pre-death distributions) or the value of
the QPSA death benefit (for post-death distributions) does not exceed $5,000, the Participant
or surviving spouse, as applicable, will receive a lump sum distribution pursuant to Section
8.4(b)(1), in lieu of any QJSA or QPSA benefits. (See Section 8.3(e) for special rules for
calculating the value of a Participant’s vested Account Balance.)






	9.7  	Transitional Rules. Any living Participant not receiving benefits on August 23, 1984, who
would otherwise not receive the benefits prescribed under this Article 9 must be given the
opportunity to elect to have the preceding provisions of this Article 9 apply if such
Participant is credited with at least one Hour of Service under this Plan or a predecessor
plan in a Plan Year beginning on or after January 1, 1976, and such Participant had at least
10 years of vesting service when he or she separated from service. The Participant must be
given the opportunity to elect to have this Article 9 apply during the period commencing on
August 23, 1984, and ending on the date benefits would otherwise commence to such Participant.
A Participant described in this paragraph who has not elected to have this Article 9 apply is
subject to the rules in this Section 9.7 instead. Also, a Participant who does not qualify to
elect to have this Article 9 apply because such Participant does not have at least 10 Years of
Service for vesting purposes is subject to the rules of this Section 9.7.





	 	 	 	 	 
	 
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Any living Participant not receiving benefits on August 23, 1984, who was credited with at
least one Hour of Service under this Plan or a predecessor plan on or after September 2,
1974, and who is not otherwise credited with any service in a Plan Year beginning on or
after January 1, 1976, must be given the opportunity to have his/her benefits paid in
accordance with the following paragraph. The Participant must be given the opportunity to
elect to have this Section 9.7 apply (other than the first paragraph of this Section) during
the period commencing on August 23, 1984, and ending on the date benefits would otherwise
commence to such Participant.




If, under either of the preceding two paragraphs, a Participant is subject to this Section
9.7, the following rules apply.





	(a)  	Automatic joint and survivor annuity. If benefits in the form of a life annuity
become payable to a married Participant who:






	 	(1)  	begins to receive payments under the Plan on or after Normal
Retirement Age;
	 
	 	(2)  	dies on or after Normal Retirement Age while still working for
the Employer;
	 
	 	(3)  	begins to receive payments on or after the Qualified Early
Retirement Age; or
	 
	 	(4)  	separates from service on or after attaining Normal Retirement
Age (or the Qualified Early Retirement Age) and after satisfying the
eligibility requirements for the payment of benefits under the plan and
thereafter dies before beginning to receive such benefits;
	 
	 	then such benefits will be received under this plan in the form of a QJSA, unless
the Participant has elected otherwise during the election period. For this purpose,
the election period must begin at least 6 months before the participant attains
Qualified Early Retirement Age and end not more than 90 days before the commencement
of benefits. Any election hereunder will be in writing and may be changed by the
Participant at any time.






	(b)  	Election of early survivor annuity. A Participant who is employed after
attaining the Qualified Early Retirement Age will be given the opportunity to elect,
during the election period, to have a survivor annuity payable on death. If the
Participant elects the survivor annuity, payments under such annuity must not be less
than the payments that would have been made to the spouse under the QJSA if the
Participant had retired on the day before his or her death. Any election under this
provision will be in writing and may be changed by the Participant at any time. For
this purpose, the election period begins on the later of (1) the 90th day before the
Participant attains the Qualified Early Retirement Age, or (2) the date on which
participation begins, and ends on the date the Participant terminates employment.






	(c)  	Qualified Early Retirement Age. The Qualified Early Retirement Age is the
latest of:






	 	(1)  	the earliest date, under the plan, on which the Participant may
elect to receive retirement benefits,
	 
	 	(2)  	the first day of the 120th month beginning before the
Participant reaches Normal Retirement Age, or
	 
	 	(3)  	the date the Participant begins participation under the Plan.





	 	 	 	 	 
	 
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ARTICLE 10

REQUIRED DISTRIBUTIONS



This Article provides for the required commencement of distributions upon certain events. In
addition, this Article places limitations on the period over which distributions may be made to a
Participant or Beneficiary. To the extent the distribution provisions of this Plan, particularly
Articles 8 and 9, are inconsistent with the provisions of this Article 10, the provisions of this
Article control. Part 13 of the Agreement contains specific elections for applying the rules under
this Article 10.





	10.1  	Required Distributions Before Death.






	 	(a)  	Deferred distributions. A Participant must be permitted to receive a
distribution from the Plan no later than the 60th day after the latest of the close of
the Plan Year in which:






	 	(1)  	the Participant attains age 65 (or Normal Retirement Age, if
earlier);
	 
	 	(2)  	occurs the 10th anniversary of the year in which the
Participant commenced participation in the Plan; or,
	 
	 	(3)  	the Participant terminates service with the Employer.






	 	(b)  	Required minimum distributions. The entire interest of a Participant must be
distributed or begin to be distributed no later than the Participant’s Required
Beginning Date (as defined in Section 10.3(a)) over one of the following periods (or a
combination thereof):






	 	(1)  	the life of the Participant,
	 
	 	(2)  	the life of the Participant and a Designated Beneficiary,
	 
	 	(3)  	a period certain not extending beyond the Life Expectancy of
the Participant, or
	 
	 	(4)  	a period certain not extending beyond the joint and last
survivor Life Expectancy of the Participant and a Designated Beneficiary.






	 	   	If the Participant’s interest is to be distributed over a period designated under
subsection (3) or (4) above, the amount required to be distributed for each calendar
year must at least equal the quotient obtained by dividing the Participant’s Benefit
(as determined under Section 10.3(g)) by the lesser of (i) the Applicable Life
Expectancy or (ii) if the Participant’s Designated Beneficiary is not his/her
spouse, the minimum distribution incidental benefit factor set forth in Q&A-4 of
Prop. Treas. Reg. §401(a)(9)-2. Distributions after the death of the Participant
shall be determined using the Applicable Life Expectancy as the relevant divisor
regardless of the Participant’s Designated Beneficiary.
	 
	 	   	The minimum distribution required for the Participant’s first Distribution Calendar
Year must be made on or before the Participant’s Required Beginning Date. The
minimum distribution for other Distribution Calendar Years, including the minimum
distribution for the Distribution Calendar Year in which the Participant’s Required
Beginning Date occurs, must be made on or before December 31 of that Distribution
Calendar Year.
	 
	 	   	If a Participant receives a distribution in the form of an annuity purchased from an
insurance company, distributions thereunder shall be made in accordance with the
requirements of Code §401(a)(9) and the regulations thereunder. For calendar years
beginning before January 1, 1989, if the Participant’s spouse is not the Designated
Beneficiary, the method of distribution selected must ensure that at least 50% of
the Present Value of the amount available for distribution is paid within the life
expectancy of the Participant.






	10.2  	Required Distributions After Death.






	 	(a)  	Distribution beginning before death. If the Participant dies after he/she has
begun receiving distributions under Section 10.1(b), the remaining portion of the
Participant’s vested Account Balance shall continue to be distributed at least as
rapidly as under the method of distribution being used prior to the Participant’s
death.
	 
	 	(b)  	Distribution beginning after death. Subject to the rules under Section 8.4(b),
if the Participant dies before receiving distributions under Section 10.1(b),
distribution of the Participant’s entire vested Account Balance shall be completed by
December 31 of the calendar year containing the fifth anniversary of the Participant’s
death, except to the extent an election is made to receive distributions in accordance
with subsection (1) or (2) below.





	 	 	 	 	 
	 
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	 	(1)  	To the extent any portion of the Participant’s vested Account
Balance is payable to a Designated Beneficiary, distributions may be made over
the life of the Designated Beneficiary or over a period certain not greater
than the Life Expectancy of the Designated Beneficiary, provided such
distributions begin on or before December 31 of the calendar year immediately
following the calendar year in which the Participant died.
	 
	 	(2)  	If the Designated Beneficiary is the Participant’s surviving
spouse, he/she may delay the distribution under subsection (1) until December
31 of the calendar year in which the Participant would have attained age
70-1/2, if such date is later than the date described in subsection (1).






	 	   	If the Participant has not made an election pursuant to this subsection (b) by the
time of his/her death, the Participant’s Designated Beneficiary must elect the
method of distribution no later than the earlier of (1) December 31 of the calendar
year in which distributions would be required to begin under this subsection (b), or
(2) December 31 of the calendar year which contains the fifth anniversary of the
date of death of the Participant. If the Participant has no Designated Beneficiary,
or if the Designated Beneficiary does not elect a method of distribution,
distribution of the Participant’s entire interest must be completed by December 31
of the calendar year containing the fifth anniversary of the Participant’s death.
	 
	 	   	For purposes of this subsection (b), if the surviving spouse dies after the
Participant, but before payments to such spouse begin, the provisions of this
subsection (b), with the exception of subsection (2) above, shall be applied as if
the surviving spouse were the Participant.






	 	(c)  	Treatment of trust beneficiaries as Designated Beneficiaries. If a trust is
properly named as a Beneficiary under the Plan, the beneficiaries of the trust will be
treated as the Designated Beneficiaries of the Participant solely for purposes of
determining the distribution period under this Article 10 with respect to the trust’s
interests in the Participant’s vested Account Balance. The beneficiaries of a trust
will be treated as Designated Beneficiaries for this purpose only if, as of the later
of the date the trust is named as a Beneficiary of the Participant or the Participant’s
Required Beginning Date (and as of all subsequent periods during which the trust is
named as a Beneficiary of the Participant), the following requirements are met:






	 	(1)  	the trust is a valid trust under state law, or would be but for
the fact there is no corpus;
	 
	 	(2)  	the trust is irrevocable or will, by its terms, become
irrevocable upon the death of the Participant;
	 
	 	(3)  	the beneficiaries of the trust who are beneficiaries with
respect to the trust’s interests in the Participant’s vested Account Balance
are identifiable from the trust instrument; and
	 
	 	(4)  	the Plan Administrator receives the documentation described in
Question D-7 of Proposed Treas. Reg. §1.401(a)(9)-1, as subsequently amended or
finally adopted.
	 
	 	If the foregoing requirements are satisfied and the Plan Administrator receives such
additional information as it may request, the Plan Administrator may treat such
beneficiaries of the trust as Designated Beneficiaries.






	 	(d)  	Trust beneficiary qualifying for marital deduction. If a Beneficiary is a trust
(other than an estate marital trust) that is intended to qualify for the federal estate
tax marital deduction under Code §2056 (“marital trust”), then:






	 	(1)  	in no event will the annual amount distributed from the Plan to
the marital trust be less than the greater of:






	 	(i)  	all fiduciary accounting income with respect to
such Beneficiary’s interest in the Plan, as determined by the trustee
of the marital trust, or
	 
	 	(ii)  	the minimum distribution required under this
Article 10;






	 	(2)  	the trustee of the marital trust (or the trustee’s legal
representative) shall be responsible for calculating the amount to be
distributed under subsection (1) above and shall instruct the Plan
Administrator in writing to distribute such amount to the marital trust;
	 
	 	(3)  	the trustee of the marital trust may from time to time notify
the Plan Administrator in writing to accelerate payment of all or any part of
the portion of such Beneficiary’s interest that remains to be distributed, and
may also notify the Plan Administrator to change the frequency of distributions
(but not less often than annually); and
	 
	 	(4)  	the trustee of the marital trust shall be responsible for
characterizing the amounts so distributed form the Plan as income or principle
under applicable state laws.





	 	 	 	 	 
	 
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	10.3  	Definitions.






	 	(a)  	Required Beginning Date. A Participant’s Required Beginning Date is the date
designated under subsection (1)(i) or (ii) below, as applicable, unless the Employer
elects under Part 13, #52 of the Agreement [Part 13, #70 of the 401(k) Agreement] to
apply the Old-Law Required Beginning Date, as described in subsection (2) below. If the
Employer does not select the Old-Law Required Beginning Date under Part 13, #52 of the
Agreement [Part 13, #70 of the 401(k) Agreement], the Required Beginning Date rules
under subsection (1) below apply. (But see Section 10.4 for special rules dealing with
operational compliance with the GUST Legislation.)






	 	(1)  	“New-law” Required Beginning Date. If the Employer does not
elect to apply the Old-Law Required Beginning Date under Part 13, #52 of the
Agreement [Part 13, #70 of the 401(k) Agreement], a Participant’s Required
Beginning Date under the Plan is:






	 	(i)  	For Five-Percent Owners. April 1 that follows
the end of the calendar year in which the Participant attains age
70-1/2.
	 
	 	(ii)  	For Participants other than Five-Percent
Owners. April 1 that follows the end of the calendar year in which the
later of the following two events occurs:






	 	(A)  	the Participant attains age 70-1/2 or
	 
	 	(B)  	the Participant retires.






	 	   	If a Participant is not a Five-Percent Owner for the Plan Year that ends
with or within the calendar year in which the Participant attains age
70-1/2, and the Participant has not retired by the end of such calendar
year, his/her Required Beginning Date is April 1 that follows the end of the
first subsequent calendar year in which the Participant becomes a
Five-Percent Owner or retires.
	 
	 	   	A Participant may begin in-service distributions prior to his/her Required
Beginning Date only to the extent authorized under Article 10 and Part 9 of
the Agreement. However, if this Plan were amended to add the Required
Beginning Date rules under this subsection (1), a Participant who attained
age 70-1/2 prior to January 1, 1999 (or, if later, January 1 following the
date the Plan is first amended to contain the Required Beginning Date rules
under this subsection (1)) may receive in-service minimum distributions in
accordance with the terms of the Plan in existence prior to such amendment.
	 
	 	(2)  	Old-Law Required Beginning Date. If the Old-Law Required
Beginning Date is elected under Part 13, #52 of the Agreement [Part 13, #70 of
the 401(k) Agreement], the Required Beginning Date for all Participants will be
determined under subsection (1)(i) above, without regard to the rule in
subsection (1)(ii). The Required Beginning Date for all Participants under the
Plan will be April 1 of the calendar year following attainment of age 70-1/2.






	 	(b)  	Five-Percent Owner. A Participant is a Five-Percent Owner for purposes of this
Section if such Participant is a Five-Percent Owner (as defined in Section 22.88) at
any time during the Plan Year ending with or within the calendar year in which the
Participant attains age 70-1/2. Once distributions have begun to a Five-Percent Owner
under this Article, they must continue to be distributed, even if the Participant
ceases to be a Five-Percent Owner in a subsequent year.
	 
	 	(c)  	Designated Beneficiary. A Beneficiary designated by the Participant (or the
Plan), whose Life Expectancy may be taken into account to calculate minimum
distributions, pursuant to Code §401(a)(9) and the regulations thereunder.
	 
	 	(d)  	Applicable Life Expectancy. The determination of the Applicable Life Expectancy
depends on whether the term certain method or the recalculation method is being use to
adjust the Life Expectancy in each Distribution Calendar Year. The recalculation method
may only be used to determine the Life Expectancy of the Participant and/or the
Participant’s spouse. The recalculation method is not available with respect to a
nonspousal Designated Beneficiary.
	 
	 	   	If the Designated Beneficiary is the Participant’s spouse, or if the Participant’s
(or surviving spouse’s) single life expectancy is the Applicable Life Expectancy,
the term certain method is used unless the recalculation method is elected by the
Participant (or by the surviving spouse). If the Designated Beneficiary is not the
Participant’s spouse, the term certain method is used to determine the Life
Expectancy of both the Participant and the Designated Beneficiary, unless the
recalculation method is elected by the Participant with respect to his/her Life
Expectancy. The term certain method will always apply for purposes of determining the





	 	 	 	 	 
	 
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	 	   	Applicable Life Expectancy of a nonspousal Designated Beneficiary. An election
to recalculate Life Expectancy (or the failure to elect recalculation) shall be
irrevocable as of the Participant’s Required Beginning Date as to the Participant
(or spouse) and shall apply to all subsequent years.
	 
	 	   	If the term certain method is being used, the Life Expectancy determined for the
first Distribution Calendar Year is reduced by one for each subsequent Distribution
Year. If the recalculation method is used, the following rules apply:






	 	(1)  	If the Life Expectancy is the Participant’s (or surviving
spouse’s) single Life Expectancy, the Applicable Life Expectancy is
redetermined for each Distribution Year based on the Participant’s (or
surviving spouse’s) age on his/her birthday which falls in such year.
	 
	 	(2)  	If the Life Expectancy is a joint and last survivor Life
Expectancy based on the ages of the Participant and the Participant’s spouse,
and the recalculation method is elected with respect to both the Participant
and his/her spouse, the Applicable Life Expectancy is redetermined for each
Distribution Year based on the ages of the individuals on their birthdays that
fall in such year.
	 
	 	(3)  	If the Life Expectancy is a joint and last survivor Life
Expectancy based on the ages of the Participant and the Participant’s spouse,
and the recalculation method is elected with respect to only one such
individual, or if the Life Expectancy is a joint and last survivor Life
Expectancy based on the ages of the Participant and a nonspousal Designated
Beneficiary, and the recalculation method is elected with respect to the
Participant, the Applicable Life Expectancy is determined in accordance with
the procedures outlined in Prop. Treas. Reg. §1.401(a)(9)-1, E-8(b), or other
applicable guidance.






	 	(e)  	Life Expectancy. For purposes of determining a Participant’s required minimum
distribution amount, Life Expectancy and joint and last survivor Life Expectancy are
computed using the expected return multiples in Tables V and VI of §1.72-9 of the
Income Tax Regulations.
	 
	 	(f)  	Distribution Calendar Year. A calendar year for which a minimum distribution is
required. For distributions beginning before the Participant’s death, the first
Distribution Calendar Year is the calendar year immediately preceding the calendar year
that contains the Participant’s Required Beginning Date. For distributions beginning
after the Participant’s death, the first Distribution Calendar Year is the calendar
year in which distributions are required to begin pursuant to Section 10.2.
	 
	 	(g)  	Participant’s Benefit. For purposes of determining a Participant’s required
minimum distribution, the Participant’s Benefit is determined based on his/her Account
Balance as of the last Valuation Date in the calendar year immediately preceding the
Distribution Calendar Year increased by the amount of any contributions or forfeitures
allocated to the Account Balance as of dates in the Distribution Calendar Year after
the Valuation Date and decreased by distributions made in the Distribution Calendar
Year after the Valuation Date.
	 
	 	   	If any portion of the minimum distribution for the first Distribution Calendar Year
is made in the second Distribution Calendar Year on or before the Required Beginning
Date, the amount of the minimum distribution made in the second Distribution
Calendar Year shall be treated as if it had been made in the immediately preceding
Distribution Calendar Year.






	10.4  	GUST Elections. If this Plan is being restated to comply with the GUST Legislation (as
defined in Section 22.96), Appendix B-2 of the Agreement permits the Employer to designate how
it operated this Plan in compliance with the required minimum distribution rules for years
prior to the date the Plan is adopted.






	 	(a)  	Distributions under Old-Law Required Beginning Date rules. Unless the Employer
specifically elects to apply the Old-Law Required Beginning Date rule under Part 13,
#52 of the Agreement [Part 13, #70 of the 401(k) Agreement], the Required Beginning
Date rules (as described in Section 10.3(a)(1)) apply. However, if prior to the
adoption of this Prototype Plan, the terms of the Plan reflected the Old-Law Required
Beginning Date rules, minimum distributions for such years are required to be
calculated in accordance with that Old-Law Required Beginning Date, except to the
extent any operational elections described in subsection (b) or (c) below applied.
	 
	 	(b)  	Option to postpone distributions. For calendar years beginning after December
31, 1996 and prior to the restatement of this Plan to comply with the GUST changes, the
Plan may have permitted Participants (other than Five-Percent Owners) who would
otherwise have begun receiving minimum distributions under the terms of the Plan in
effect for such years to postpone receiving their minimum distributions until the
Required Beginning Date under Section 10.3(a)(1), even though the terms of the Plan
(prior to the restatement) did not permit such an election. Appendix B-2.a. of the
Agreement permits the Employer to specify the years during which Participants were
permitted to postpone receiving minimum distributions under the Plan. Appendix B-2 need
not be completed if Participants were not provided the option to postpone





	 	 	 	 	 
	 
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	 	   	receiving minimum distributions, either because the Plan used the “Old-Law” Required Beginning
Date rules or because the Plan made distributions under the “New-Law” Required
Beginning Date rules and contained other optional forms of benefit under its general
elective distribution provisions that preserved the optional forms of benefit under the
“Old Law Required Beginning Date” rules.
	 
	 	(c)  	Election to stop minimum required distributions. A Participant (other than a
Five-Percent Owner) who began receiving minimum distributions in accordance with the
Old-Law Required Beginning Date rules under the Plan prior to the date the Plan was
amended to comply with the GUST changes generally must continue to receive such minimum
distributions, even if the Participant is still employed with the Employer. However,
prior to the restatement of this Plan to comply with the GUST changes, the Plan may
have permitted Participants to stop minimum distributions if they had not reached the
Required Beginning Date described in Section 10.3(a)(1), even though the terms of the
Plan did not permit such an election. Under Appendix B-2.b. of the Agreement, the
Employer may designate the year in which Participants were permitted to stop receiving
minimum distributions in accordance with this subsection (c). A Participant must
recommence minimum distributions as required under the Required Beginning Date rules
applicable under this restated Plan.
	 
	 	   	A Participant’s election to stop and recommence distributions is subject to the
spousal consent requirements under Article 9 (if the Plan is otherwise subject to
the Joint and Survivor Annuity requirements) and is subject to the terms of any
applicable QDRO. The manner in which the Plan must comply with the spousal consent
requirements depends on whether or not the Employer elects under Appendix B-2.c. of
the Agreement to have the recommencement of benefits constitute a new Distribution
Commencement Date. If the Plan is not otherwise subject to the Joint and Survivor
Annuity requirements, Appendix B-2.c. need not be completed.






	 	(1)  	New Distribution Commencement Date. If the Employer elects
under Appendix B-2.c.(1) of the Agreement that recommencement of benefits will
create a new Distribution Commencement Date, no spousal consent is required for
a Participant to elect to stop distributions, except where such distributions
are being paid in the form of a QJSA. Where such distributions are being paid
in the form of a QJSA, in order to comply with this subsection (1), the person
who was the Participant’s spouse on the original Distribution Commencement Date
must consent to the election to stop distributions and the spouse’s consent
must acknowledge the effect of the election. Because there is a new
Distribution Commencement Date upon recommencement of benefits, the Plan, in
order to satisfy this subsection (1), must comply with all of the requirements
of Article 9 upon such recommencement, including payment of a QPSA (as defined
in Section 9.4(b)) if the Participant dies before the new Distribution
Commencement Date.
	 
	 	(2)  	No new Distribution Commencement Date. If the Employer elects
under Appendix B-2.c.(2) of the Agreement that recommencement of benefits will
not create a new Distribution Commencement Date, no spousal consent is required
for the Participant to elect to stop required minimum distributions prior to
retirement. In addition, no spousal consent is required when payments
recommence to the Participant if:






	 	(i)  	payments recommence to the Participant with the
same Beneficiary and in a form of benefit that is the same but for the
cessation of distributions;
	 
	 	(ii)  	the individual who was the Participant’s spouse
on the Distribution Commencement Date executed a general consent within
the meaning of §1.401(a)-20, A-31 of the regulations; or
	 
	 	(iii)  	the individual who was the Participant’s
spouse on the Distribution Commencement Date executed a specific
consent to waive a QJSA within the meaning of §1.401(a)-20, A-31, and
the Participant is not married to that individual when benefits
recommence.






	 	   	To qualify under this subsection (2), consent of the individual who was the
Participant’s spouse on the Distribution Commencement Date is required prior
to recommencement of distributions if the Participant chooses to recommence
benefits in a different form than the form in which benefits were being
distributed prior to the cessation of distributions or with a different
Beneficiary. Consent of the Participant’s spouse is also required if the
original form of distribution was a QJSA (as defined in Section 9.4(a)) or
the spouse originally executed a specific consent to waive the QJSA within
the meaning of §1.401(a)-20, A-31, of the regulations, and the Participant
is still married to that individual when benefits recommence.





	 	 	 	 	 
	 
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	10.5  	Transitional Rule. The minimum distribution requirements in Section 10.2 do not apply if
distribution of the Participant’s Account Balance is subject to a TEFRA §242(b)(2) election. A
TEFRA §242(b) election overrides the required minimum distribution rules only if the following
requirements are satisfied.






	 	(a)  	The distribution by the Plan is one that would not have disqualified the Plan
under §401(a)(9) of the Code as in effect prior to amendment by the Deficit Reduction
Act of 1984.
	 
	 	(b)  	The distribution is in accordance with a method of distribution designated by
the Participant whose interest in the Plan is being distributed or, if the Participant
is deceased, by a Beneficiary of such Participant.
	 
	 	(c)  	Such designation was in writing, was signed by the Participant or the
Beneficiary, and was made before January 1, 1984.
	 
	 	(d)  	The Participant had accrued a benefit under the Plan as of December 31, 1983.
	 
	 	(e)  	The method of distribution designated by the Participant or the Beneficiary
specifies the time at which distribution will commence, the period over which
distributions will be made, and in the case of any distribution upon the Participant’s
death, the Beneficiaries of the Participant listed in order of priority.





A distribution upon death will not be covered by this transitional rule unless the information in
the designation contains the required information described above with respect to the distributions
to be made upon the death of the Participant.




For any distribution which commences before January 1, 1984, but continues after December 31, 1983,
the Participant, or the Beneficiary, to whom such distribution is being made, will be presumed to
have designated the method of distribution under which the distribution is being made if the method
of distribution was specified in writing and the distribution satisfies the requirements in
subsections (a) and (e) above.




If a designation is revoked any subsequent distribution must satisfy the requirements of Code
§401(a)(9) and the proposed regulations thereunder. If a designation is revoked subsequent to the
date distributions are required to begin, the Plan must distribute by the end of the calendar year
following the calendar year in which the revocation occurs the total amount not yet distributed
which would have been required to have been distributed to satisfy Code §401(a)(9) and the proposed
regulations thereunder, but for the TEFRA §242(b)(2) election. For calendar years beginning after
December 31, 1988, such distributions must meet the minimum distribution incidental benefit
requirements in §1.401(a)(9)-2 of the proposed regulations (or other applicable regulations). Any
changes in the designation will be considered to be a revocation of the designation. However, the
mere substitution or addition of another Beneficiary (one not named in the designation) under the
designation will not be considered to be a revocation of the designation, so long as such
substitution or addition does not alter the period over which distributions are to be made under
the designation, directly or indirectly (for example, by altering the relevant measuring life). In
the case in which an amount is transferred or rolled over from one plan to another plan, the rules
in Questions J-2 and J-3 of §1.401(a)(9)-1 of the proposed regulations (or other applicable
regulations) shall apply.




	 	 	 	 	 
	 
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ARTICLE 11

PLAN ADMINISTRATION AND SPECIAL OPERATING RULES



This Article describes the duties and responsibilities of the Plan Administrator. In addition, this
Article sets forth default QDRO procedures and benefit claims procedures, as well as special
operating rules when an Employer is a member of a Related Employer group and when there is a Short
Plan Year. Provisions related to Plan accounting and investments are contained in Article 13.





	11.1  	Plan Administrator. The Employer is the Plan Administrator, unless the Employer designates in
writing another person or persons as the Plan Administrator. The Employer may designate the
Plan Administrator by name, by reference to the person or group of persons holding a certain
position, by reference to a procedure under which the Plan Administrator is designated, or by
reference to a person or group of persons charged with the specific responsibilities of Plan
Administrator. If any Related Employer has executed a Co-Sponsor Adoption Page, the Employer
referred to in this Section is the Employer that executes the Signature Page of the Agreement.






	 	(a)  	Acceptance of responsibility by designated Plan Administrator. If the Employer
designates a Plan Administrator other than itself, the designated Plan Administrator
must accept its responsibilities in writing. The designated Plan Administrator will
serve in a manner and for the time period as agreed upon with the Employer. If more
than one person has the responsibility of Plan Administrator, the group shall act by
majority vote, but may designate specific persons to act on the Plan Administrator’s
behalf.
	 
	 	(b)  	Resignation of designated Plan Administrator. A designated Plan Administrator
may resign by delivering a written resignation to the Employer. The Employer may remove
a designated Plan Administrator by delivering a written notice of removal. If a
designated Plan Administrator resigns or is removed, and no new Plan Administrator is
designated, the Employer is the Plan Administrator.
	 
	 	(c)  	Named Fiduciary. The Plan Administrator is the Plan’s Named Fiduciary, unless
the Plan Administrator specifically names another person as Named Fiduciary and the
designated person accepts its responsibilities as Named Fiduciary in writing.






	11.2  	Duties and Powers of the Plan Administrator. The Plan Administrator will administer the Plan
for the exclusive benefit of the Plan Participants and Beneficiaries, and in accordance with
the terms of the Plan. To the extent the terms of the Plan are unclear, the Plan Administrator
may interpret the Plan, provided such interpretation is consistent with the rules of ERISA and
Code §401 and is performed in a uniform and nondiscriminatory manner. This right to interpret
the Plan is an express grant of discretionary authority to resolve ambiguities in the Plan
document and to make discretionary decisions regarding the interpretation of the Plan’s terms,
including who is eligible to participate under the Plan, and the benefit rights of a
Participant or Beneficiary. The Plan Administrator will not be held liable for any
interpretation of the Plan terms or decision regarding the application of a Plan provision
provided such interpretation or decision is not arbitrary or capricious.






	 	(a)  	Delegation of duties and powers. To the extent provided for in an agreement
with the Employer, the Plan Administrator may delegate its duties and powers to one or
more persons. Such delegation must be in writing and accepted by the person or persons
receiving the delegation.
	 
	 	(b)  	Specific duties and powers. The Plan Administrator has the general
responsibility to control and manage the operation of the Plan. This responsibility
includes, but is not limited to, the following:






	 	(1)  	To construe and enforce the terms of the Plan, including those
related to Plan eligibility, vesting and benefits;
	 
	 	(2)  	To develop separate procedures, consistent with the terms of
the Plan, to assist in the administration of the Plan, including the adoption
of separate or modified loan policy procedures (see Article 14), procedures for
direction of investment by Participants (see Section 13.5(c)), procedures for
determining whether domestic relations orders are QDROs (see Section 11.5), and
procedures for the proper determination of investment earnings to be allocated
to Participants’ Accounts (see Section 13.4);
	 
	 	(3)  	To communicate with the Trustee and other responsible persons
with respect to the crediting of Plan contributions, the disbursement of Plan
distributions and other relevant matters;
	 
	 	(4)  	To maintain all necessary records which may be required for tax
and other administration purposes;
	 
	 	(5)  	To furnish and to file all appropriate notices, reports and
other information to Participants, Beneficiaries, the Employer, the Trustee and
government agencies (as necessary);





	 	 	 	 	 
	 
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	 	(6)  	To answer questions Participants and Beneficiaries may have
relating to the Plan and their benefits;
	 
	 	(7)  	To review and decide on claims for benefits under the Plan;
	 
	 	(8)  	To retain the services of other persons, including Investment
Managers, attorneys, consultants, advisers and others, to assist in the
administration of the plan;
	 
	 	(9)  	To correct any defect or error in the administration of the
Plan;
	 
	 	(10)  	To establish a “funding policy and method” for the Plan for
purposes of ensuring the Plan is satisfying its financial objectives and is
able to meet its liquidity needs; and
	 
	 	(11)  	To suspend contributions, including Section 401(k) Deferrals
and/or Employee After-Tax Contributions, on behalf of any or all Highly
Compensated Employees, if the Plan Administrator reasonably believes that such
contributions will cause the Plan to discriminate in favor of Highly
Compensated Employees. See Sections 17.2(e) and 17.3(e).






	11.3  	Employer Responsibilities. The Employer will provide in a timely manner all appropriate
information necessary for the Plan Administrator to perform its duties. This information
includes, but is not limited to, Participant compensation data, Employee employment, service
and termination information, and other information the Plan Administrator may require. The
Plan Administrator may rely on the accuracy of any information and data provided by the
Employer.
	 
	   	The Employer will provide to the Trustee written notification of the appointment of any
person or persons as Plan Administrator, Investment Manager, or other Plan fiduciary, and
the names, titles and authorities of any individuals who are authorized to act on behalf of
such persons. The Trustee shall be entitled to rely upon such information until it receives
written notice of a change in such appointments or authorizations.






	11.4  	Plan Administration Expenses. All reasonable expenses related to plan administration will be
paid from Plan assets, except to the extent the expenses are paid (or reimbursed) by the
Employer. For this purpose, Plan expenses include all reasonable costs, charges and expenses
incurred by the Trustee in connection with the administration of the Trust (including such
reasonable compensation to the Trustee as may be agreed upon from time to time between the
Employer or Plan Administrator and the Trustee and any fees for legal services rendered to the
Trustee). All reasonable additional administrative expenses incurred to effect investment
elections made by Participants and Beneficiaries under Section 13.5(c) shall be paid from the
Trust and, as elected by the Plan Administrator, shall either be charged (in accordance with
such reasonable nondiscriminatory rules as the Plan Administrator deems appropriate under the
circumstances) to the Account of the individual making such election or treated as a general
expense of the Trust. All transaction-related expenses incurred to effect a specific
investment for an individually-directed Account (such as brokerage commissions and other
transfer expenses) shall, as elected by the Plan Administrator, either be paid from or
otherwise charged directly to the Account of the individual providing such direction or
treated as a general Trust expense. In addition, unless specifically prohibited under statute,
regulation or other guidance of general applicability, the Plan Administrator may charge to
the Account of an individual Participant a reasonable charge to offset the cost of making a
distribution to the Participant, Beneficiary, or Alternate Payee. If liquid assets of the
Trust are insufficient to cover the fees of the Trustee or the Plan Administrator, then Trust
assets shall be liquidated to the extent necessary for such fees. In the event any part of the
Trust becomes subject to tax, all taxes incurred will be paid from the Trust.






	11.5  	Qualified Domestic Relations Orders (QDROs).






	 	(a)  	In general. The Plan Administrator must develop written procedures for
determining whether a domestic relations order is a QDRO and for administering
distributions under a QDRO. For this purpose, the Plan Administrator may use the
default QDRO procedures set forth in subsection (h) below or may develop separate QDRO
procedures.
	 
	 	(b)  	Qualified Domestic Relations Order (QDRO). A QDRO is a domestic relations order
that creates or recognizes the existence of an Alternate Payee’s right to receive, or
assigns to an Alternate Payee the right to receive, all or a portion of the benefits
payable with respect to a Participant under the Plan. (See Code §414(p).) The QDRO must
contain certain information and meet other requirements described in this Section 11.5.
	 
	 	(c)  	Recognition as a QDRO. To be recognized as a QDRO, an order must be a “domestic
relations order” that relates to the provision of child support, alimony payments, or
marital property rights for the benefit of an Alternate Payee. The Plan Administrator
is not required to determine whether the court or agency issuing the domestic relations
order had jurisdiction to issue an order, whether state law is correctly applied in the
order, whether service was properly made on the parties, or whether an individual
identified in an order as an Alternate Payee is a proper Alternate Payee under state
law.





	 	 	 	 	 
	 
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	 	(1)  	Domestic relations order. A domestic relations order is a
judgment, decree, or order (including the approval of a property settlement)
that is made pursuant to state domestic relations law (including community
property law).
	 
	 	(2)  	Alternate Payee. An Alternate Payee must be a spouse, former
spouse, child, or other dependent of a Participant.






	 	(d)  	Contents of QDRO. A QDRO must contain the following information:






	 	(1)  	the name and last known mailing address of the Participant and
each Alternate Payee;
	 
	 	(2)  	the name of each plan to which the order applies;
	 
	 	(3)  	the dollar amount or percentage (or the method of determining
the amount or percentage) of the benefit to be paid to the Alternate Payee; and
	 
	 	(4)  	the number of payments or time period to which the order
applies.






	 	(e)  	Impermissible QDRO provisions.






	 	(1)  	The order must not require the Plan to provide an Alternate
Payee or Participant with any type or form of benefit, or any option, not
otherwise provided under the Plan;
	 
	 	(2)  	The order must not require the Plan to provide for increased
benefits (determined on the basis of actuarial value);
	 
	 	(3)  	The order must not require the Plan to pay benefits to an
Alternate Payee that are required to be paid to another Alternate Payee under
another order previously determined to be a QDRO; and
	 
	 	(4)  	The order must not require the Plan to pay benefits to an
Alternate Payee in the form of a Qualified Joint and Survivor Annuity for the
lives of the Alternate Payee and his or her subsequent spouse.






	 	(f)  	Immediate distribution to Alternate Payee. Even if a Participant is not
eligible to receive an immediate distribution from the Plan, an Alternate Payee may
receive a QDRO benefit immediately in a lump sum, provided such distribution is
consistent with the QDRO provisions.
	 
	 	(g)  	No fee for QDRO determination. The Plan Administrator shall not condition the
making of a QDRO determination on the payment of a fee by a Participant or an Alternate
Payee (either directly or as a charge against the Participant’s Account).
	 
	 	(h)  	Default QDRO procedure. If the Plan Administrator chooses this default QDRO
procedure or if the Plan Administrator does not establish a separate QDRO procedure,
this Section 11.5(h) will apply as the procedure the Plan Administrator will use to
determine whether a domestic relations order is a QDRO. This default QDRO procedure
incorporates the requirements set forth under Sections 11.5(a) through (g).






	 	(1)  	Access to information. The Plan Administrator will provide
access to Plan and Participant benefit information sufficient for a prospective
Alternate Payee to prepare a QDRO. Such information might include the summary
plan description, other relevant plan documents, and a statement of the
Participant’s benefit entitlements. The disclosure of this information is
conditioned on the prospective Alternate Payee providing to the Plan
Administrator information sufficient to reasonably establish that the
disclosure request is being made in connection with a domestic relations order.
	 
	 	(2)  	Notifications to Participant and Alternate Payee. The Plan
Administrator will promptly notify the affected Participant and each Alternate
Payee named in the domestic relations order of the receipt of the order. The
Plan Administrator will send the notification to the address included in the
domestic relations order. Along with the notification, the Plan Administrator
will provide a copy of the Plan’s procedures for determining whether a domestic
relations order is a QDRO.
	 
	 	(3)  	Alternate Payee representative. The prospective Alternate Payee
may designate a representative to receive copies of notices and Plan
information that are sent to the Alternate Payee with respect to the domestic
relations order.
	 
	 	(4)  	Evaluation of domestic relations order. Within a reasonable
period of time, the Plan Administrator will evaluate the domestic relations
order to determine whether it is a QDRO. A reasonable period will depend on the
specific circumstances. The domestic relations order must





	 	 	 	 	 
	 
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	 	   	contain the information described in Section 11.5(c). If the order is only deficient in a
minor respect, the Plan Administrator may supplement information in the order
from information within the Plan Administrator’s control or through
communication with the prospective Alternate Payee.






	 	(i)  	Separate accounting. Upon receipt of a domestic
relations order, the Plan Administrator will separately account for and
preserve the amounts that would be payable to an Alternate Payee until
a determination is made with respect to the status of the order. During
the period in which the status of the order is being determined, the
Plan Administrator will take whatever steps are necessary to ensure
that amounts that would be payable to the Alternate Payee, if the order
were a QDRO, are not distributed to the Participant or any other
person. The separate accounting requirement may be satisfied, at the
Plan Administrator’s discretion, by a segregation of the assets that
are subject to separate accounting.
	 
	 	(ii)  	Separate accounting until the end of “18 month
period.” The Plan Administrator will continue to separately account for
amounts that are payable under the QDRO until the end of an “18-month
period.” The “18-month period” will begin on the first date following
the Plan’s receipt of the order upon which a payment would be required
to be made to an Alternate Payee under the order. If, within the
“18-month period,” the Plan Administrator determines that the order is
a QDRO, the Plan Administrator must pay the Alternate Payee in
accordance with the terms of the QDRO. If, however, the Plan
Administrator determines within the “18-month period” that the order is
not a QDRO, or if the status of the order is not resolved by the end of
the “18-month period,” the Plan Administrator may pay out the amounts
otherwise payable under the order to the person or persons who would
have been entitled to such amounts if there had been no order. If the
order is later determined to be a QDRO, the order will apply only
prospectively; that is, the Alternate Payee will be entitled only to
amounts payable under the order after the subsequent determination.
	 
	 	(iii)  	Preliminary review. The Plan Administrator
will perform a preliminary review of the domestic relations order to
determine if it is a QDRO. If this preliminary review indicates the
order is deficient in some manner, the Plan Administrator will allow
the parties to attempt to correct any deficiency before issuing a final
decision on the domestic relations order. The ability to correct is
limited to a reasonable period of time.
	 
	 	(iv)  	Notification of determination. The Plan
Administrator will notify in writing the Participant and each Alternate
Payee of the Plan Administrator’s decision as to whether a domestic
relations order is a QDRO. In the case of a determination that an order
is not a QDRO, the written notice will contain the following
information:






	 	(A)  	references to the Plan provisions
on which the Plan Administrator based its decision;
	 
	 	(B)  	an explanation of any time limits
that apply to rights available to the parties under the Plan
(such as the duration of any protective actions the Plan
Administrator will take); and
	 
	 	(C)  	a description of any additional
material, information, or modifications necessary for the order
to be a QDRO and an explanation of why such material,
information, or modifications are necessary.






	 	(v)  	Treatment of Alternate Payee. If an order is
accepted as a QDRO, the Plan Administrator will act in accordance with
the terms of the QDRO as if it were a part of the Plan. An Alternate
Payee will be considered a Beneficiary under the Plan and be afforded
the same rights as a Beneficiary. The Plan Administrator will provide
any appropriate disclosure information relating to the Plan to the
Alternate Payee.






	11.6  	Claims Procedure. Unless the Plan uses the default claims procedure under subsection (e)
below, the Plan Administrator shall establish a procedure for benefit claims consistent with
the requirements of ERISA Reg. §2560.503-1. The Plan Administrator is authorized to conduct an
examination of the relevant facts to determine the merits of a Participant’s or Beneficiary’s
claim for Plan benefits. The claims procedure must incorporate the following guidelines:






	 	(a)  	Filing a claim. The claims procedure will set forth a reasonable means for a
Participant or Beneficiary to file a claim for benefits under the Plan.





	 	 	 	 	 
	 
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	 	(b)  	Notification of Plan Administrator’s decision. The Plan Administrator must
provide a claimant with written notification of the Plan Administrator’s decision
relating to a claim within a reasonable period of time (not more than 90 days unless
special circumstances require an extension to process the claim) after the claim was
filed. If the claim is denied, the notification must set forth the reasons for the
denial, specific reference to pertinent Plan provisions on which the denial is based, a
description of any additional information necessary for the claimant to perfect the
claim, and the steps the claimant must take to submit the claim for review.
	 
	 	(c)  	Review procedure. The claims procedure will provide a claimant a reasonable
opportunity to have a full and fair review of a denied claim. Such procedure shall
allow a review upon a written application, for the claimant to review pertinent
documents, and to allow the claimant to submit written comments to the Plan
Administrator. The procedure may establish a limited period (not less than 60 days
after the claimant receives written notification of the denial of the claim) for the
claimant to request a review of the claim denial.
	 
	 	(d)  	Decision on review. If a claimant requests a review, the Plan Administrator
must respond promptly to the request. Unless special circumstances exist (such as the
need for a hearing), the Plan Administrator must respond in writing within 60 days of
the date the claimant submitted the review application. The response must explain the
Plan Administrator’s decision on review.
	 
	 	(e)  	Default claims procedure. If the Plan Administrator chooses this default claims
procedure or if the Plan Administrator does not establish a separate claims procedure,
the following will apply.






	 	(1)  	A person may submit to the Plan Administrator a written claim
for benefits under the Plan. The claim shall be submitted on a form provided by
the Plan Administrator.
	 
	 	(2)  	The Plan Administrator will evaluate the claim to determine if
benefits are payable to the Participant or Beneficiary under the terms of the
Plan. The Plan Administrator may solicit additional information from the
claimant if necessary to evaluate the claim.
	 
	 	(3)  	If the Plan Administrator determines the claim is valid, the
Participant or Beneficiary will receive in writing from the Plan Administrator
a statement describing the amount of benefit, the method or methods of payment,
the timing of distributions and other information relevant to the payment of
the benefit.
	 
	 	(4)  	If the Plan Administrator denies all or any portion of the
claim, the claimant will receive, within 90 days after receipt of the claim
form, a written explanation setting forth the reasons for the denial, specific
reference to pertinent Plan provisions on which the denial is based, a
description of any additional information necessary for the claimant to perfect
the claim, and the steps the claimant must take to submit the claim for review.
	 
	 	(5)  	The claimant has 60 days from the date the claimant received
the denial of claim to appeal the adverse decision of the Plan Administrator.
The claimant may review pertinent documents and submit written comments to the
Plan Administrator. The Plan Administrator will submit all relevant
documentation to the Employer. The Employer may hold a hearing or seek
additional information from the claimant and the Plan Administrator.
	 
	 	(6)  	Within 60 days (or such longer period due to the circumstances)
of the request for review, the Employer will render a written decision on the
claimant’s appeal. The Employer shall explain the decision, in terms that are
understandable to the claimant and by specific references to the Plan document
provisions.






	11.7  	Operational Rules for Short Plan Years. The following operational rules apply if the Plan has
a Short Plan Year. A Short Plan Year is any Plan Year that is less than a 12-month period,
either because of the amendment of the Plan Year, or because the Effective Date of a new Plan
is less than 12 months prior to the end of the first Plan Year.






	 	(a)  	If the Plan is amended to create a Short Plan Year, and an Eligibility
Computation Period or Vesting Computation Period is based on the Plan Year, the
applicable computation period begins on the first day of the Short Plan Year, but such
period ends on the day which is 12 months from the first day of such Short Plan Year.
Thus, the computation period that begins on the first day of the Short Plan Year
overlaps with the computation period that starts on the first day of the next Plan
Year. This rule applies only to an Employee who has at least one Hour of Service during
the Short Plan Year.
	 
	 	   	If a Plan has an initial Short Plan Year, the rule in the above paragraph applies
only for purposes of determining an Employee’s Vesting Computation Period and only
if the Employer elects under Part 6, #20.a. of the Agreement [Part 6, #38.a. of the
401(k) Agreement] to exclude service earned prior to the adoption of the Plan. For
eligibility and vesting (where service prior to the adoption of the Plan is not
ignored), if the Eligibility Computation Period or Vesting Computation Period is
based on the Plan Year, the applicable





	 	 	 	 	 
	 
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	 	   	computation period will be determined on the basis of the Plan’s normal Plan Year, without regard to the initial short Plan Year.
	 
	 	(b)  	If Employer Contributions are allocated for a Short Plan Year, any allocation
condition under Part 4 of the Agreement that requires an Eligible Participant to
complete a specified number of Hours of Service to receive an allocation of such
Employer Contributions will not be prorated as a result of such Short Plan Year unless
otherwise specified in Part 4 of the Agreement.
	 
	 	(c)  	If the Permitted Disparity Method is used to allocate any Employer
Contributions made for a Short Plan Year, the Integration Level will be prorated to
reflect the number of months (or partial months) included in the Short Plan Year.
	 
	 	(d)  	The Compensation Dollar Limitation, as defined in Section 22.32, will be
prorated to reflect the number of months (or partial months) included in the Short Plan
Year unless the compensation used for such Short Plan Year is a period of 12 months.
	 
	 	In all other respects, the Plan shall be operated for the Short Plan Year in the same manner
as for a 12-month Plan Year, unless the context requires otherwise. If the terms of the Plan
are ambiguous with respect to the operation of the Plan for a Short Plan Year, the Plan
Administrator has the authority to make a final determination on the proper interpretation
of the Plan.






	11.8  	Operational Rules for Related Employer Groups. If an Employer has one or more Related
Employers, the Employer and such Related Employer(s) constitute a Related Employer group. In
such case, the following rules apply to the operation of the Plan.






	 	(a)  	If the term “Employer” is used in the context of administrative functions
necessary to the operation, establishment, maintenance, or termination of the Plan,
only the Employer executing the Signature Page of the Agreement, and any Co-Sponsor of
the Plan, is treated as the Employer.
	 
	 	(b)  	Hours of Service are determined by treating all members of the Related Employer
group as the Employer.
	 
	 	(c)  	The term Excluded Employee is determined by treating all members of the Related
Employer group as the Employer, except as specifically provided in the Plan.
	 
	 	(d)  	Compensation is determined by treating all members of the Related Employer
group as the Employer, except as specifically provided in the Plan.
	 
	 	(e)  	An Employee is not treated as separated from service or terminated from
employment if the Employee is employed by any member of the Related Employer group.
	 
	 	(f)  	The Annual Additions Limitation described in Article 7 and the Top-Heavy Plan
rules described in Article 16 are applied by treating all members of the Related
Employer group as the Employer.






	 	   	In all other contexts, the term “Employer” generally means a reference to all members of the
Related Employer group, unless the context requires otherwise. If the terms of the Plan are
ambiguous with respect to the treatment of the Related Employer group as the Employer, the
Plan Administrator has the authority to make a final determination on the proper
interpretation of the Plan.





	 	 	 	 	 
	 
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ARTICLE 12

TRUST PROVISIONS



This Article sets forth the creation of the Plan’s Trust (or, in the case of an amendment of the
Plan, the amended terms of the Trust) and the duties and responsibilities of the Trustee under the
Plan. By executing the Trustee Declaration under the Agreement, the Trustee agrees to be bound by
the duties, responsibilities and liabilities imposed on the Trustee under the Plan and to act in
accordance with the terms of this Plan. The Employer may act as Trustee under the Plan by executing
the Trustee Declaration.





	12.1  	Creation of Trust. By adopting this Plan, the Employer creates a Trust to hold the assets of
the Plan (or, in the event that this Plan document represents an amendment of the Plan, the
Employer hereby amends the terms of the Trust maintained in connection with the Plan). The
Trustee is the owner of the Plan assets held by the Trust. The Trustee is to hold the Plan
assets for the exclusive benefit of Plan Participants and Beneficiaries. Plan Participants and
Beneficiaries do not have ownership interests in the assets held by the Trust.






	12.2  	Trustee. The Trustee identified in the Trustee Declaration under the Agreement shall act
either as a Discretionary Trustee or as a Directed Trustee, as identified under the Agreement.






	 	(a)  	Discretionary Trustee. A Trustee is a Discretionary Trustee to the extent the
Trustee has exclusive authority and discretion with respect to the investment,
management or control of Plan assets. Notwithstanding a Trustee’s designation as a
Discretionary Trustee, a Trustee’s discretion is limited, and the Trustee shall be
considered a Directed Trustee, to the extent the Trustee is subject to the direction of
the Plan Administrator, the Employer, a properly appointed Investment Manager, or a
Named Fiduciary under an agreement between the Plan Administrator and the Trustee. A
Trustee also is considered a Directed Trustee to the extent the Trustee is subject to
investment direction of Plan Participants. (See Section 13.5(c) for a discussion of the
Trustee’s responsibilities with regard to Participant-directed investments.)
	 
	 	(b)  	Directed Trustee. A Trustee is a Directed Trustee with respect to the
investment of Plan assets to the extent the Trustee is subject to the direction of the
Plan Administrator, the Employer, a properly appointed Investment Manager, a Named
Fiduciary, or Plan Participant. To the extent the Trustee is a Directed Trustee, the
Trustee does not have any discretionary authority with respect to the investment of
Plan assets. In addition, the Trustee is not responsible for the propriety of any
directed investment made pursuant to this Section and shall not be required to consult
or advise the Employer regarding the investment quality of any directed investment held
under the Plan.
	 
	 	   	The Trustee shall be advised in writing regarding the retention of investment powers
by the Employer or the appointment of an Investment Manager or other Named Fiduciary
with power to direct the investment of Plan assets. Any such delegation of
investment powers will remain in force until such delegation is revoked or amended
in writing. The Employer is deemed to have retained investment powers under this
subsection to the extent the Employer directs the investment of Participant Accounts
for which affirmative investment direction has not been received pursuant to Section
13.5(c).
	 
	 	   	The Employer is a Named Fiduciary for investment purposes if the Employer directs
investments pursuant to this subsection. Any investment direction shall be made in
writing by the Employer, Investment Manager, or Named Fiduciary, as applicable. A
Directed Trustee must act solely in accordance with the direction of the Plan
Administrator, the Employer, any employees or agents of the Employer, a properly
appointed Investment Manager or other fiduciary of the Plan, a Named Fiduciary, or
Plan Participants. (See Section 13.5(c) for a discussion of the Trustee’s
responsibilities with regard to Participant directed investments.)
	 
	 	   	The Employer may direct the Trustee to invest in any media in which the Trustee may
invest, as described in Section 12.4. However, the Employer may not borrow from the
Trust or pledge any of the assets of the Trust as security for a loan to itself; buy
property or assets from or sell property or assets to the Trust; charge any fee for
services rendered to the Trust; or receive any services from the Trust on a
preferential basis.






	12.3  	Trustee’s Responsibilities Regarding Administration of Trust. This Section outlines the
Trustee’s powers, rights and duties under the Plan with respect to the administration of the
investments held in the Plan. The Trustee’s administrative duties are limited to those
described in this Section 12.3; the Employer is responsible for any other administrative
duties required under the Plan or by applicable law.






	 	(a)  	The Trustee will receive all contributions made under the terms of the Plan.
The Trustee is not obligated in any manner to ensure that such contributions are
correct in amount or that such contributions comply with the terms of the Plan, the
Code or ERISA. In addition, the Trustee is under no obligation to request that the
Employer make contributions to the Plan. The Trustee is not liable for the manner in
which such amounts are deposited or the allocation between Participant’s Accounts, to
the extent the Trustee follows the written direction of the Plan Administrator or
Employer.





	 	 	 	 	 
	 
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	 	(b)  	The Trustee will make distributions from the Trust in accordance with the
written directions of the Plan Administrator or other authorized representative. To the
extent the Trustee follows such written direction, the Trustee is not obligated in any
manner to ensure a distribution complies with the terms of the Plan, that a Participant
or Beneficiary is entitled to such a distribution, or that the amount distributed is
proper under the terms of the Plan. If there is a dispute as to a payment from the
Trust, the Trustee may decline to make payment of such amounts until the proper payment
of such amounts is determined by a court of competent jurisdiction, or the Trustee has
been indemnified to its satisfaction.
	 
	 	(c)  	The Trustee may employ agents, attorneys, accountants and other third parties
to provide counsel on behalf of the Plan, where the Trustee deems advisable. The
Trustee may reimburse such persons from the Trust for reasonable expenses and
compensation incurred as a result of such employment. The Trustee shall not be liable
for the actions of such persons, provided the Trustee acted prudently in the employment
and retention of such persons. In addition, the Trustee will not be liable for any
actions taken as a result of good faith reliance on the advice of such persons.






	12.4  	Trustee’s Responsibility Regarding Investment of Plan Assets. In addition to the powers,
rights and duties enumerated under this Section, the Trustee has whatever powers are necessary
to carry out its duties in a prudent manner. The Trustee’s powers, rights and duties may be
supplemented or limited by a separate trust agreement, investment policy, funding agreement,
or other binding document entered into between the Trustee and the Plan Administrator which
designates the Trustee’s responsibilities with respect to the Plan. A separate trust agreement
must be consistent with the terms of this Plan and must comply with all qualification
requirements under the Code and regulations. To the extent the exercise of any power, right or
duty is subject to discretion, such exercise by a Directed Trustee must be made at the
direction of the Plan Administrator, the Employer, an Investment Manager, a Named Fiduciary,
or Plan Participant.






	 	(a)  	The Trustee shall be responsible for the safekeeping of the assets of the Trust
in accordance with the provisions of this Plan.
	 
	 	(b)  	The Trustee may invest, manage and control the Plan assets in a manner that is
consistent with the Plan’s funding policy and investment objectives. The Trustee may
invest in any investment, as authorized under Section 13.5, which the Trustee deems
advisable and prudent, subject to the proper written direction of the Plan
Administrator, the Employer, a properly appointed Investment Manager, a Named Fiduciary
or a Plan Participant. The Trustee is not liable for the investment of Plan assets to
the extent the Trustee is following the proper direction of the Plan Administrator, the
Employer, a Participant, an Investment Manager, or other person or persons duly
appointed by the Employer to provide investment direction. In addition, the Trustee
does not guarantee the Trust in any manner against investment loss or depreciation in
asset value, or guarantee the adequacy of the Trust to meet and discharge any or all
liabilities of the Plan.
	 
	 	(c)  	The Trustee may retain such portion of the Plan assets in cash or cash balances
as the Trustee may, from time to time, deem to be in the best interests of the Plan,
without liability for interest thereon.
	 
	 	(d)  	The Trustee may collect and receive any and all moneys and other property due
the Plan and to settle, compromise, or submit to arbitration any claims, debts, or
damages with respect to the Plan, and to commence or defend on behalf of the Plan any
lawsuit, or other legal or administrative proceedings.
	 
	 	(e)  	The Trustee may hold any securities or other property in the name of the
Trustee or in the name of the Trustee’s nominee, and may hold any investments in bearer
form, provided the books and records of the Trustee at all times show such investment
to be part of the Trust.
	 
	 	(f)  	The Trustee may exercise any of the powers of an individual owner with respect
to stocks, bonds, securities or other property, including the right to vote upon such
stocks, bonds or securities; to give general or special proxies or powers of attorney;
to exercise or sell any conversion privileges, subscription rights, or other options;
to participate in corporate reorganizations, mergers, consolidations, or other changes
affecting corporate securities (including those in which it or its affiliates are
interested as Trustee); and to make any incidental payments in connection with such
stocks, bonds, securities or other property. Unless specifically agreed upon in writing
between the Trustee and the Employer, the Trustee shall not have the power or
responsibility to vote proxies with respect to any securities of the Employer or a
Related Employer or with respect to any Plan assets that are subject to the investment
direction of the Employer or for which the power to manage, acquire, or dispose of such
Plan assets has been delegated by the Employer to one or more Investment Managers or
Named Fiduciaries in accordance with ERISA §403. With respect to the voting of Employer
securities, or in the event of any tender or other offer with respect to shares of
Employer securities held in the Trust, the Trustee will follow the direction of the
Employer or other responsible fiduciary or, to the extent voting and similar rights
have been passed through to Participants, of each Participant with respect to shares
allocated to his/her Account.





	 	 	 	 	 
	 
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	 	(g)  	The Trustee may borrow or raise money on behalf of the Plan in such amount, and
upon such terms and conditions, as the Trustee deems advisable. The Trustee may issue a
promissory note as Trustee to secure the repayment of such amounts and may pledge all,
or any part, of the Trust as security.
	 
	 	(h)  	The Trustee, upon the written direction of the Plan Administrator, is
authorized to enter into a transfer agreement with the Trustee of another qualified
retirement plan and to accept a transfer of assets from such retirement plan on behalf
of any Employee of the Employer. The Trustee is also authorized, upon the written
direction of the Plan Administrator, to transfer some or all of a Participant’s vested
Account Balance to another qualified retirement plan on behalf of such Participant. A
transfer agreement entered into by the Trustee does not affect the Plan’s status as a
Prototype Plan.
	 
	 	(i)  	The Trustee is authorized to execute, acknowledge and deliver all documents of
transfer and conveyance, receipts, releases, and any other instruments that the Trustee
deems necessary or appropriate to carry out its powers, rights and duties hereunder.
	 
	 	(j)  	If the Employer maintains more than one Plan, the assets of such Plans may be
commingled for investment purposes. The Trustee must separately account for the assets
of each Plan. A commingling of assets, as described in this paragraph, does not cause
the Trusts maintained with respect to the Employer’s Plans to be treated as a single
Trust, except as provided in a separate document authorized in the first paragraph of
this Section 12.4.
	 
	 	(k)  	The Trustee is authorized to invest Plan assets in a common/collective trust
fund, or in a group trust fund that satisfies the requirements of IRS Revenue Ruling
81-100. All of the terms and provisions of any such common/collective trust fund or
group trust into which Plan assets are invested are incorporated by reference into the
provisions of the Trust for this Plan.
	 
	 	(l)  	If the Trustee is a bank or similar financial institution, the Trustee is
authorized to invest in any type of deposit of the Trustee (including its own money
market fund) at a reasonable rate of interest.
	 
	 	(m)  	The Trustee must be bonded as required by applicable law. The bonding
requirements shall not apply to a bank, insurance company, or similar financial
institution that satisfies the requirements of §412(a)(2) of ERISA.






	12.5  	More than One Person as Trustee. If the Plan has more than one person acting as Trustee, the
Trustees may allocate the Trustee responsibilities by mutual agreement and Trustee decisions
will be made by a majority vote (unless otherwise agreed to by the Trustees) or as otherwise
provided in a separate trust agreement or other binding document.






	12.6  	Annual Valuation. The Plan assets will be valued at least on an annual basis. The Employer
may designate more frequent valuation dates under Part 12, #45.b.(2) of the Agreement [Part
12, #63.b.(2) of the 401(k) Agreement]. Notwithstanding any election under Part 12, #45.b.(2)
of the Agreement [Part 12, #63.b.(2) of the 401(k) Agreement], the Trustee and Plan
Administrator may agree to value the Trust on a more frequent basis, and/or to perform an
interim valuation of the Trust pursuant to Section 13.2(a).






	12.7  	Reporting to Plan Administrator and Employer. Within ninety (90) days following the end of
each Plan Year, and within ninety (90) days following its removal or resignation, the Trustee
will file with the Employer an accounting of its administration of the Trust from the date of
its last accounting. The accounting will include a statement of cash receipts, disbursements
and other transactions effected by the Trustee since the date of its last accounting, and such
further information as the Trustee and/or Employer deems appropriate. Upon receipt of such
information, the Employer must promptly notify the Trustee of its approval or disapproval of
the information. If the Employer does not provide a written disapproval within ninety (90)
days following the receipt of the information, including a written description of the items in
question, the Trustee is forever released and discharged from any liability with respect to
all matters reflected in such information. The Trustee shall have sixty (60) days following
its receipt of a written disapproval from the Employer to provide the Employer with a written
explanation of the terms in question. If the Employer again disapproves of the accounting, the
Trustee may file its accounting with a court of competent jurisdiction for audit and
adjudication.
	 
	   	All assets contained in the Trust accounting will be shown at their fair market value as of
the end of the Plan Year or as of the date of resignation or removal. The value of
marketable investments shall be determined using the most recent price quoted on a national
securities exchange or over-the-counter market. The value of non-marketable securities
shall, except as provided otherwise herein, be determined in the sole judgment of the
Trustee, which determination shall be binding and conclusive. The value of investments in
securities or obligations of the Employer in which there is no market will be determined by
an independent appraiser at least once annually and the Trustee shall have no responsibility
with respect to the valuation of such assets.






	12.8  	Reasonable Compensation. The Trustee shall be paid reasonable compensation in an amount
agreed upon by the Plan Administrator and Trustee. The Trustee also will be reimbursed for any
reasonable expenses or fees incurred in its





	 	 	 	 	 
	 
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	   	function as Trustee. An individual Trustee who is
already receiving full-time pay as an Employee of the Employer may not receive any additional
compensation for services as Trustee. The Plan will pay the reasonable compensation and
expenses incurred by the Trustee, pursuant to Section 11.4, unless the Employer pays such
compensation and expenses. Any compensation or expense paid directly by the Employer to the
Trustee is not an Employer Contribution to the Plan.
	 
	12.9  	Resignation and Removal of Trustee. The Trustee may resign at any time by delivering to the
Employer a written notice of resignation at least thirty (30) days prior to the effective date
of such resignation, unless the Employer consents in writing to a shorter notice period. The
Employer may remove the Trustee at any time, with or without cause, by delivering written
notice to the Trustee at least 30 days prior to the effective date of such removal. The
Employer may remove the Trustee upon a shorter written notice period if the Employer
reasonably determines such shorter period is necessary to protect Plan assets. Upon the
resignation, removal, death or incapacity of a Trustee, the Employer may appoint a successor
Trustee which, upon accepting such appointment, will have all the powers, rights and duties
conferred upon the preceding Trustee. In the event there is a period of time following the
effective date of a Trustee’s removal or resignation before a successor Trustee is appointed,
the Employer is deemed to be the Trustee. During such period, the Trust continues to be in
existence and legally enforceable, and the assets of the Plan shall continue to be protected
by the provisions of the Trust.






	12.10  	Indemnification of Trustee. Except to the extent that it is judicially determined that the
Trustee has acted with gross negligence or willful misconduct, the Employer shall indemnify
the Trustee (whether or not the Trustee has resigned or been removed) against any liabilities,
losses, damages, and expenses, including attorney, accountant, and other advisory fees,
incurred as a result of:






	 	(a)  	any action of the Trustee taken in good faith in accordance with any
information, instruction, direction, or opinion given to the Trustee by the Employer,
the Plan Administrator, Investment Manager, Named Fiduciary or legal counsel of the
Employer, or any person or entity appointed by any of them and authorized to give any
information, instruction, direction, or opinion to the Trustee;
	 
	 	(b)  	the failure of the Employer, the Plan Administrator, Investment Manager, Named
Fiduciary or any person or entity appointed by any of them to make timely disclosure to
the Trustee of information which any of them or any appointee knows or should know if
it acted in a reasonably prudent manner; or
	 
	 	(c)  	any breach of fiduciary duty by the Employer, the Plan Administrator,
Investment Manager, Named Fiduciary or any person or entity appointed by any of them,
other than such a breach which is caused by any failure of the Trustee to perform its
duties under this Trust.






	 	   	The duties and obligations of the Trustee shall be limited to those expressly imposed upon
it by this instrument or subsequently agreed upon by the parties. Responsibility for
administrative duties required under the Plan or applicable law not expressly imposed upon
or agreed to by the Trustee shall rest solely with the Employer.
	 
	 	   	The Employer agrees that the Trustee shall have no liability with regard to the investment
or management of illiquid Plan assets transferred from a prior Trustee, and shall have no
responsibility for investments made before the transfer of Plan assets to it, or for the
viability or prudence of any investment made by a prior Trustee, including those represented
by assets now transferred to the custody of the Trustee, or for any dealings whatsoever with
respect to Plan assets before the transfer of such assets to the Trustee. The Employer shall
indemnify and hold the Trustee harmless for any and all claims, actions or causes of action
for loss or damage, or any liability whatsoever relating to the assets of the Plan
transferred to the Trustee by any prior Trustee of the Plan, including any liability arising
out of or related to any act or event, including prohibited transactions, occurring prior to
the date the Trustee accepts such assets, including all claims, actions, causes of action,
loss, damage, or any liability whatsoever arising out of or related to that act or event,
although that claim, action, cause of action, loss, damage, or liability may not be
asserted, may not have accrued, or may not have been made known until after the date the
Trustee accepts the Plan assets. Such indemnification shall extend to all applicable
periods, including periods for which the Plan is retroactively restated to comply with any
tax law or regulation.






	12.11  	Appointment of Custodian. The Plan Administrator may appoint a Custodian to hold all or any
portion of the Plan assets. A Custodian has the same powers, rights and duties as a Directed
Trustee. The Custodian will be protected from any liability with respect to actions taken
pursuant to the direction of the Trustee, Plan Administrator, the Employer, an Investment
Manager, a Named Fiduciary or other third party with authority to provide direction to the
Custodian.





	 	 	 	 	 
	 
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ARTICLE 13

PLAN ACCOUNTING AND INVESTMENTS




This Article contains the procedures for valuing Participant Accounts and allocating net income and
loss to such Accounts. Part 12 of the Agreement permits the Employer to document its administrative
procedures with respect to the valuation of Participant Accounts. Alternatively, the Plan
Administrator may adopt separate investment procedures regarding the valuation and investment of
Participant Accounts.





	13.1  	Participant Accounts. The Plan Administrator will establish and maintain a separate Account
for each Participant to reflect the Participant’s entire interest under the Plan. To the
extent applicable, the Plan Administrator may establish and maintain for a Participant any (or
all) of the following separate sub-Accounts: Employer Contribution Account, Section 401(k)
Deferral Account, Employer Matching Contribution Account, QMAC Account, QNEC Account, Employee
After-Tax Contribution Account, Safe Harbor Matching Contribution Account, Safe Harbor
Nonelective Contribution Account, Rollover Contribution Account, and Transfer Account. The
Plan Administrator also may establish and maintain other sub-Accounts as it deems appropriate.
	 
	13.2  	Value of Participant Accounts. The value of a Participant’s Account consists of the fair
market value of the Participant’s share of the Trust assets. A Participant’s share of the
Trust assets is determined as of each Valuation Date under the Plan.






	 	(a)  	Periodic valuation. The Trustee must value Plan assets at least annually. The
Employer may elect under Part 12, #45.b.(2) of the Agreement [Part 12, #63.b.(2) of the
401(k) Agreement] or may elect operationally to value assets more frequently than
annually. The Plan Administrator may request the Trustee to perform interim valuations,
provided such valuations do not result in discrimination in favor of Highly Compensated
Employees.
	 
	 	(b)  	Daily valuation. If the Employer elects daily valuation under Part 12, #44 of
the Agreement [Part 12, #62 of the 401(k) Agreement] or, if in operation, the Employer
elects to have the Plan daily valued, the Plan Administrator may adopt reasonable
procedures for performing such valuations. Unless otherwise set forth in the written
procedures, a daily valued Plan will have its assets valued at the end of each business
day during which the New York Stock Exchange is open. The Plan Administrator has
authority to interpret the provisions of this Plan in the context of a daily valuation
procedure. This includes, but is not limited to, the determination of the value of the
Participant’s Account for purposes of Participant loans, distribution and consent
rights, and corrective distributions under Article 17.






	13.3  	Adjustments to Participant Accounts. As of each Valuation Date under the Plan, each
Participant’s Account is adjusted in the following manner.






	 	(a)  	Distributions and forfeitures from a Participant’s Account. A Participant’s
Account will be reduced by any distributions and forfeitures from the Account since the
previous Valuation Date.
	 
	 	(b)  	Life insurance premiums and dividends. A Participant’s Account will be reduced
by the amount of any life insurance premium payments made for the benefit of the
Participant since the previous Valuation Date. The Account will be credited with any
dividends or credits paid on any life insurance policy held by the Trust for the
benefit of the Participant.
	 
	 	(c)  	Contributions and forfeitures allocated to a Participant’s Account. A
Participant’s Account will be credited with any contribution or forfeiture allocated to
the Participant since the previous Valuation Date.
	 
	 	(d)  	Net income or loss. A Participant’s Account will be adjusted for any net income
or loss in accordance with the provisions under Section 13.4.






	13.4  	Procedures for Determining Net Income or Loss. The Plan Administrator may establish any
reasonable procedures for determining net income or loss under Section 13.3(d). Such
procedures may be reflected in a funding agreement governing the applicable investments under
the Plan.






	 	(a)  	Net income or loss attributable to General Trust
Account. To the extent a Participant’s Account is invested as part of a General
Trust Account, such Account is adjusted for its allocable share of net income or
loss experienced by the General Trust Account using the Balance Forward Method.
Under the Balance Forward Method, the net income or loss of the General Trust
Account is allocated to the Participant Accounts that are invested in the General
Trust Account, in the ratio that each Participant’s Account bears to all Accounts,
based on the value of each Participant’s Account as of the prior Valuation Date,
reduced for the adjustments described in Section 13.3(a) and 13.3(b) above.





	 	 	 
	 
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	 	(1)  	Inclusion of certain contributions. In applying the Balance
Forward Method for allocating net income or loss, the Employer may elect under
Part 12, #45.b.(3) of the Agreement [Part 12, #63.b.(3) of the 401(k)
Agreement] or under separate administrative procedures to adjust each
Participant’s Account Balance (as of the prior Valuation Date) for the
following contributions made since the prior Valuation Date (the “valuation
period”) which were not reflected in the Participant’s Account on such prior
Valuation Date: (1) Section 401(k) Deferrals and Employee After-Tax
Contributions that are contributed during the valuation period pursuant to the
Participant’s contribution election, (2) Employer Contributions (including
Employer Matching Contributions) that are contributed during the valuation
period and allocated to a Participant’s Account during the valuation period,
and (3) Rollover Contributions.
	 
	 	(2)  	Methods of valuing contributions made during valuation period.
In determining Participants’ Account Balances as of the prior Valuation Date,
the Employer may elect to apply a weighted average method that credits each
Participant’s Account with a portion of the contributions based on the portion
of the valuation period for which such contributions were invested, or an
adjusted percentage method, that increases each Participant’s Account by a
specified percentage of such contributions. The Employer may designate under
Part 12, #45.b.(3)(c) of the Agreement [Part 12, #63.b.(3)(c) of the 401(k)
Agreement] to apply the special allocation rules to only particular types of
contributions or may designate any other reasonable method for allocating net
income and loss under the Plan.






	 	(i)  	Weighted average method. The Employer may elect
under Part 12, #45.b.(3)(a) of the Agreement [Part 12, #63.b.(3)(a) of
the 401(k) Agreement] or under separate administrative procedures to
apply a weighted average method in determining net income or loss.
Under the weighted average method, a Participant’s Account Balance as
of the prior Valuation Date is adjusted to take into account a portion
of the contributions made during the valuation period so that the
Participant may receive an allocation of net income or loss for the
portion of the valuation period during which such contributions were
invested under the Plan. The amount of the adjustment to a
Participant’s Account Balance is determined by multiplying the
contributions made to the Participant’s Account during the valuation
period by a fraction, the numerator of which is the number of months
during the valuation period that such contributions were invested under
the Plan and the denominator is the total number of months in the
valuation period. The Plan’s investment procedures may designate the
specific type(s) of contributions eligible for a weighted allocation of
net income or loss and may designate alternative methods for
determining the weighted allocation, including the use of a uniform
weighting period other than months.
	 
	 	(ii)  	Adjusted percentage method. The Employer may
elect under Part 12, #45.b.(3)(b) of the Agreement [Part 12,
#63.b.(3)(b) of the 401(k) Agreement] or under separate investment
procedures to apply an adjusted percentage method of allocating net
income or loss. Under the adjusted percentage method, a Participant’s
Account Balance as of the prior Valuation Date is increased by a
percentage of the contributions made to the Participant’s Account
during the valuation period. The Plan’s investment procedures may
designate the specific type(s) of contributions eligible for an
adjusted percentage allocation and may designate alternative procedures
for determining the amount of the adjusted percentage allocation.






	 	(b)  	Net income or loss attributable to a Directed Account. If the Participant (or
Beneficiary) is entitled to direct the investment of all or part of his/her Account
(see Section 13.5(c)), the Account (or the portion of the Account which is subject to
such direction) will be maintained as a Directed Account, which reflects the value of
the directed investments as of any Valuation Date. The assets held in a Directed
Account may be (but are not required to be) segregated from the other investments held
in the Trust. Net income or loss attributable to the investments made by a Directed
Account is allocated to such Account in a manner that reasonably reflects the
investment experience of such Directed Account. Where a Directed Account reflects
segregated investments, the manner of allocating net income or loss shall not result in
a Participant (or Beneficiary) being entitled to distribution from the Directed Account
that exceeds the value of such Account as of the date of distribution.
	 
	 	(c)  	Share or unit accounting. The Plan’s investment procedures may provide for
share or unit accounting to reflect the value of Accounts, if such method is
appropriate for the investments allocable to such Accounts.
	 
	 	(d)  	Suspense accounts. The Plan’s investment procedures also may provide for
special valuation procedures for suspense accounts that are properly established under
the Plan.





	 	 	 
	 
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	13.5  	Investments under the Plan.






	 	(a)  	Investment options. The Trustee or other person(s) responsible for the
investment of Plan assets is authorized to invest Plan assets in any prudent investment
consistent with the funding policy of the Plan and the requirements of ERISA.
Investment options include, but are not limited to, the following: common and preferred
stock or other equity securities (including stock bought and sold on margin);
Qualifying Employer Securities and Qualifying Employer Real Property (to the extent
permitted under subsection (b) below), corporate bonds; open-end or closed-end mutual
funds (including funds for which the Prototype Sponsor, Trustee, or their affiliates
serve as investment advisor or in any other capacity); money market accounts;
certificates of deposit; debentures; commercial paper; put and call options; limited
partnerships; mortgages; U.S. Government obligations, including U.S. Treasury notes and
bonds; real and personal property having a ready market; life insurance or annuity
policies; commodities; savings accounts; notes; and securities issued by the Trustee
and/or its affiliates, as permitted by law. Plan assets may also be invested in a
common/collective trust fund, or in a group trust fund that satisfies the requirements
of IRS Revenue Ruling 81-100. All of the terms and provisions of any such
common/collective trust fund or group trust into which Plan assets are invested are
incorporated by reference into the provisions of the Trust for this Plan. No portion of
any voluntary, tax deductible Employee contributions being held under the Plan (or any
earnings thereon) may be invested in life insurance contracts or, as with any
Participant-directed investment, in tangible personal property characterized by the IRS
as a collectible.
	 
	 	(b)  	Limitations on the investment in Qualifying Employer Securities and Qualifying
Employer Real Property. The Trustee may invest in Qualifying Employer Securities and
Qualifying Employer Real Property up to
certain limits. Any such investment shall only be made upon written direction of the
Employer who shall be solely responsible for the propriety of such investment.
Additional directives regarding the purchase, sale, retention or valuing of such
securities may be addressed in a funding policy, statement of investment policy, or
other separate procedures or documents governing the investment of Plan assets. In
any conflicts between the Plan document and a separate investment trust agreement,
the Plan document shall prevail.






	 	(1)  	Money purchase plan. In the case of a money purchase plan, no
more than 10% of the fair market value of Plan assets may be invested in
Qualifying Employer Securities and Qualifying Employer Real Property.
	 
	 	(2)  	Profit sharing plan other than a 401(k) plan. In the case of a
profit sharing plan other than a 401(k) plan, no limit applies to the
percentage of Plan assets invested in Qualifying Employer Securities and
Qualifying Employer Real Property, except as provided in a funding policy,
statement of investment policy, or other separate procedures or documents
governing the investment of Plan assets.
	 
	 	(3)  	401(k) plan. For Plan Years beginning after December 31, 1998,
with respect to the portion of the Plan consisting of amounts attributable to
Section 401(k) Deferrals, no more than 10% of the fair market value of Plan
assets attributable to Section 401(k) Deferrals may be invested in Qualifying
Employer Securities and Qualifying Employer Real Property if the Employer, the
Trustee, or a person other than the Participant requires any portion of the
Section 401(k) Deferrals and attributable earnings to be invested in Qualifying
Employer Securities or Qualifying Employer Real Property.






	 	(i)  	Exceptions to Limitation. The limitation in
this subsection (3) shall not apply if any one of the conditions in
subsections (A), (B) or (C) applies.






	 	(A)  	Investment of Section 401(k)
Deferrals in Qualifying Employer Securities or Qualifying Real
Property is solely at the discretion of the Participant.
	 
	 	(B)  	As of the last day of the
preceding Plan Year, the fair market value of assets of all
profit sharing plans and 401(k) plans of the Employer was not
more than 10% of the fair market value of all assets under plans
maintained by the Employer.
	 
	 	(C)  	The portion of a Participant’s
Section 401(k) Deferrals required to be invested in Qualifying
Employer Securities and Qualifying Employer Real Property for
the Plan Year does not exceed 1% of such Participant’s Included
Compensation.






	 	(ii)  	Plan Years Beginning Prior to January 1, 1999.
For Plan Years beginning before January 1, 1999, the limitations in
this subsection (3) do not apply and a 401(k) plan is treated like any
other profit sharing plan.





	 	 	 
	 
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	 	(iii)  	No application to other contributions. The
limitation in this subsection (3) has no application to Employer
Matching Contributions or Employer Nonelective Contributions. Instead,
the rules under subsection (2) above apply for such contributions.






	 	(c)  	Participant direction of investments. If the Plan (by election in Part 12, #43
of the Agreement [Part 12, #61 of the 401(k) Agreement] or by the Plan Administrator’s
administrative election) permits Participant direction of investments, the Plan
Administrator must adopt investment procedures for such direction. The investment
procedures should set forth the permissible investment options available for
Participant direction, the timing and frequency of investment changes, and any other
procedures or limitations applicable to Participant direction of investment. In no case
may Participants direct that investments be made in collectibles, other than U.S.
Government or State issued gold and silver coins. The investment procedures adopted by
the Plan Administrator are incorporated by reference into the Plan. If Participant
investment direction is limited to specific investment options (such as designated
mutual funds or common or collective trust funds), it shall be the sole and exclusive
responsibility of the Employer or Plan Administrator to select
the investment options, and the Trustee shall not be responsible for selecting or
monitoring such investment options, unless the Trustee has otherwise agreed in
writing.
	 
	 	   	The Employer may elect under Part 12, #43.b.(1) of the Agreement [Part 12, #61.b.(1)
of the 401(k) Agreement] or under the separate investment procedures to limit
Participant direction of investment to specific types of contributions. The
investment procedures adopted by the Plan Administrator may (but need not) allow
Beneficiaries under the Plan to direct investments. (See Section 13.4(b) for rules
regarding allocation of net income or loss to a Directed Account.)
	 
	 	   	If Participant direction of investments is permitted, the Employer will designate
how accounts will be invested in the absence of proper affirmative direction from
the Participant. Except as otherwise provided in this Plan, neither the Trustee, the
Employer, nor any other fiduciary of the Plan will be liable to the Participant or
Beneficiary for any loss resulting from action taken at the direction of the
Participant.






	 	(1)  	Trustee to follow Participant direction. To the extent the Plan
allows Participant direction of investment, the Trustee is authorized to follow
the Participant’s written direction (or other form of direction deemed
acceptable by the Trustee). A Directed Account will be established for the
portion of the Participant’s Account that is subject to Participant direction
of investment. The Trustee may decline to follow a Participant’s investment
direction to the extent such direction would: (i) result in a prohibited
transaction; (ii) cause the assets of the Plan to be maintained outside the
jurisdiction of the U.S. courts; (iii) jeopardize the Plan’s tax qualification;
(iv) be contrary to the Plan’s governing documents; (v) cause the assets to be
invested in collectibles within the meaning of Code §408(m); (vi) generate
unrelated business taxable income; or (vii) result (or could result) in a loss
exceeding the value of the Participant’s Account. The Trustee will not be
responsible for any loss or expense resulting from a failure to follow a
Participant’s direction in accordance with the requirements of this paragraph.
	 
	 	   	Participant directions will be processed as soon as administratively
practicable following receipt of such directions by the Trustee. The
Trustee, Plan Administrator, or Employer will not be liable for a delay in
the processing of a Participant direction that is caused by a legitimate
business reason (including, but not limited to, a failure of computer
systems or programs, failure in the means of data transmission, the failure
to timely receive values or prices, or other unforeseen problems outside of
the control of the Trustee, Plan Administrator, or Employer).
	 
	 	(2)  	ERISA §404(c) protection. If the Plan (by Employer election
under Part 12, #43.b.(2) of the Agreement [Part 12, #61.b.(2) of the 401(k )
Agreement] or pursuant to the Plan’s investment procedures) is intended to
comply with ERISA §404(c), the Participant investment direction program adopted
by the Plan Administrator should comply with applicable Department of Labor
regulations. Compliance with ERISA §404(c) is not required for plan
qualification purposes. The following information is provided solely as
guidance to assist the Plan Administrator in meeting the requirements of ERISA
§404(c). Failure to meet any of the following safe harbor requirements does not
impose any liability on the Plan Administrator (or any other fiduciary under
the Plan) for investment decisions made by Participants, nor does it mean that
the Plan does not comply with ERISA §404(c). Nothing in this Plan shall impose
any greater duties upon the Trustee with respect to the implementation of ERISA
§404(c) than those duties expressly provided for in procedures adopted by the
Employer and agreed to by the Trustee.






	 	(i)  	Disclosure requirements. The Plan Administrator
(or other Plan fiduciary who has agreed to perform this activity) shall
provide, or shall cause a person designated to act on his behalf to
provide, the following information to Participants:





	 	 	 
	 
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	 	(A)  	Mandatory disclosures. To satisfy
the requirements of ERISA §404(c), the Participants must receive
certain mandatory disclosures, including (I) an explanation that
the Plan is intended to be an ERISA §404(c) plan; (II) a
description of the investment options under the Plan; (III) the
identity of any designated Investment Managers that may be
selected by the Participant; (IV) any restrictions on investment
selection or transfers among investment vehicles; (V) an
explanation of the fees and expenses that may be charged in
connection with the investment transactions; (VI) the materials
relating to voting rights or other rights incidental to the
holding of an investment; (VII) the most recent prospectus for
an investment option which is subject to the Securities Act of
1933.
	 
	 	(B)  	Disclosures upon request. In
addition, a Participant must be able to receive upon request (I)
the current value of the Participant’s interest in an investment
option; (II) the value and investment performance of investment
alternatives available under the Plan; (III) the annual operating expenses
of a designated investment alternative; and (IV) copies of
any prospectuses, or other material, relating to available
investment options.






	 	(ii)  	Diversified investment options. The investment
procedure must provide at least three diversified investment options
that offer a broad range of investment opportunity. Each of the
investment opportunities must have materially different risk and return
characteristics. The procedure may allow investment under a segregated
brokerage account.
	 
	 	(iii)  	Frequency of investment instructions. The
investment procedure must provide the Participant with the opportunity
to give investment instructions as frequently as is appropriate to the
volatility of the investment. For each investment option, the frequency
can be no less than quarterly.





	 	 	 
	 
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ARTICLE 14

PARTICIPANT LOANS




This Article contains rules for providing loans to Participants under the Plan. This Article
applies if: (1) the Employer elects under Part 12 of the Agreement to provide loans to Participants
or (2) if Part 12 does not specify whether Participant loans are available, the Plan Administrator
decides to implement a Participant loan program. Any Participant loans will be made pursuant to the
default loan policy prescribed by this Article 14 unless the Plan Administrator adopts a separate
written loan policy or modifies the default loan policy in this Article 14 by adopting modified
loan provisions. If the Employer adopts a separate written loan policy or written modifications to
the default loan program in this Article, the terms of such loan policy or written modifications
will control over the terms of this Plan with respect to the administration of any Participant
loans.





	14.1  	Default Loan Policy. Loans are available under this Article only if such loans:






	 	(a)  	are available to Participants on a reasonably equivalent basis (see Section
14.3);
	 
	 	(b)  	are not available to Highly Compensated Employees in an amount greater than the
amount that is available to other Participants;
	 
	 	(c)  	bear a reasonable rate of interest (as determined under Section 14.4) and are
adequately secured (as determined under Section 14.5);
	 
	 	(d)  	provide for periodic repayment within a specified period of time (as determined
under Section 14.6); and
	 
	 	(e)  	do not exceed, for any Participant, the amount designated under Section 14.7.
	 
	 	A separate written loan policy may not modify the requirements under subsections (a) through
(e) above, except as permitted in the referenced Sections of this Article.






	14.2  	Administration of Loan Program. A Participant loan is available under this Article only if
the Participant makes a request for such a loan in accordance with the provisions of this
Article or in accordance with a separate written loan policy. To receive a Participant loan, a
Participant must sign a promissory note along with a pledge or assignment of the portion of
the Account Balance used for security on the loan. Except as provided in a separate loan
policy or in a written modification to the default loan policy in this Article, any reference
under this Article 14 to a Participant means a Participant or Beneficiary who is a party in
interest (as defined in ERISA §3(14)).
	 
	   	In the case of a restated Plan, if any provision of this Article 14 is more restrictive than
the terms of the Plan (or a separate written loan policy) in effect prior to the adoption of
this Prototype Plan, such provision shall apply only to loans finalized after the adoption
of this Prototype Plan, even if the restated Effective Date indicated in the Agreement
predates the adoption of the Plan.
	 
	14.3  	Availability of Participant Loans. Participant loans must be made available to Participants
in a reasonably equivalent manner. The Plan Administrator may refuse to make a loan to any
Participant who is determined to be not creditworthy. For this purpose, a Participant is not
creditworthy if, based on the facts and circumstances, it is reasonable to believe that the
Participant will not repay the loan. A Participant who has defaulted on a previous loan from
the Plan and has not repaid such loan (with accrued interest) at the time of any subsequent
loan will not be treated as creditworthy until such time as the Participant repays the
defaulted loan (with accrued interest). A separate written loan policy or written modification
to this loan policy may prescribe different rules for determining creditworthiness and to what
extent creditworthiness must be determined.
	 
	   	No Participant loan will be made to any Shareholder-Employee or Owner-Employee unless a
prohibited transaction exemption for such loan is obtained from the Department of Labor or
the prohibition against loans to such individuals is formally withdrawn by statute or by
action of the Treasury or the Department of Labor. The prohibition against loans to
Shareholder-Employees and Owner-Employees outlined in this paragraph may not be modified by
a separate written loan policy.
	 
	14.4  	Reasonable Interest Rate. A Participant must be charged a reasonable rate of interest for any
loan he/she receives. For this purpose, the interest rate charged on a Participant loan must
be commensurate with the interest rates charged by persons in the business of lending money
for loans under similar circumstances. The Plan Administrator will determine a reasonable rate
of interest by reviewing the interest rates charged by a sample of third party lenders in the
same geographical region as the Employer. The Plan Administrator must periodically review its
interest rate assumptions to ensure the interest rate charged on Participant loans is
reasonable. A separate written loan policy or written modifications to this loan policy may
prescribe an alternative means of establishing a reasonable interest rate.
	 
	14.5  	Adequate Security. All Participant loans must be adequately secured. The Participant’s vested
Account Balance shall be used as security for a Participant loan provided the outstanding
balance of all Participant loans made to such





	 	 	 
	 
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	   	Participant does not exceed 50% of the
Participant’s vested Account Balance, determined immediately after the origination of each
loan, and if applicable, the spousal consent requirements described in Section 14.9 have been
satisfied. The Plan Administrator (with the consent of the Trustee) may require a Participant
to provide additional collateral to receive a Participant loan if the Plan Administrator
determines such additional collateral is required to protect the interests of Plan
Participants. A separate loan policy or written modifications to this loan policy may
prescribe alternative rules for obtaining adequate security. However, the 50% rule in this
paragraph may not be replaced with a greater percentage.
	 
	14.6  	Periodic Repayment. A Participant loan must provide for level amortization with payments to
be made not less frequently than quarterly. A Participant loan must be payable within a period
not exceeding five (5) years from the date the Participant receives the loan from the Plan,
unless the loan is for the purchase of the Participant’s principal residence, in which case
the loan must be payable within a reasonable time commensurate with the repayment period
permitted by commercial lenders for similar loans. Loan repayments must be made through
payroll withholding, except to the extent the Plan Administrator determines payroll
withholding is not practical given the level of a Participant’s wages, the frequency with
which the Participant is paid, or other circumstances.






	 	(a)  	Unpaid leave of absence. A Participant with an outstanding Participant loan may
suspend loan payments to the Plan for up to 12 months for any period during which the
Participant is on an unpaid leave of absence. Upon the Participant’s return to
employment (or after the end of the 12-month period, if earlier), the Participant’s
outstanding loan will be reamortized over the remaining period of such loan to make up
for the missed payments. The reamortized loan may extend beyond the original loan term
so long as the loan is paid in full by whichever of the following dates comes first:
(1) the date which is five (5) years from the original
date of the loan (or the end of the suspension, if sooner), or (2) the original loan
repayment deadline (or the end of the suspension period, if later) plus the length
of the suspension period.
	 
	 	(b)  	Military leave. A Participant with an outstanding Participant loan also may
suspend loan payments for any period such Participant is on military leave, in
accordance with Code §414(u)(4). Upon the Participant’s return from military leave (or
the expiration of five years from the date the Participant began his/her military
leave, if earlier), loan payments will recommence under the amortization schedule in
effect prior to the Participant’s military leave, without regard to the five-year
maximum loan repayment period. Alternatively, the loan may be reamortized to require a
different level of loan payment, as long as the amount and frequency of such payments
are not less than the amount and frequency under the amortization schedule in effect
prior to the Participant’s military leave.






	   	A separate loan policy or written modification to this loan policy may (1) modify the time
period for repaying Participant loans, provided Participant loans are required to be repaid
over a period that is not longer than the periods described in this Section; (2) specify the
frequency of Participant loan repayments, provided the payments are required at least
quarterly; (3) modify the requirement that loans be repaid through payroll withholding; or
(4) modify or eliminate the leave of absence and/or military leave rules under this Section.
	 
	14.7  	Loan Limitations. A Participant loan may not be made to the extent such loan (when added to
the outstanding balance of all other loans made to the Participant) exceeds the lesser of:






	 	(a)  	$50,000 (reduced by the excess, if any, of the Participant’s highest
outstanding balance of loans from the Plan during the one-year period ending on the day
before the date on which such loan is made, over the Participant’s outstanding balance
of loans from the Plan as of the date such loan is made) or
	 
	 	(b)  	one-half (1/2) of the Participant’s vested Account Balance, determined as of the
Valuation Date coinciding with or immediately preceding such loan, adjusted for any
contributions or distributions made since such Valuation Date.






	   	A Participant may not receive a Participant loan of less than $1,000 nor may a Participant
have more than one Participant loan outstanding at any time. A Participant may renegotiate a
loan without violating the one outstanding loan requirement to the extent such renegotiated
loan is a new loan (i.e., the renegotiated loan separately satisfies the reasonable interest
rate requirement under Section 14.4, the adequate security requirement under Section 14.5,
and the periodic repayment requirement under Section 14.6). and the renegotiated loan does
not exceed the limitations under (a) or (b) above, treating both the replaced loan and the
renegotiated loan as outstanding at the same time. However, if the term of the renegotiated
loan does not end later than the original term of the replaced loan, the replaced loan may
be ignored in applying the limitations under (a) and (b) above.
	 
	   	In applying the limitations under this Section, all plans maintained by the Employer are
aggregated and treated as a single plan. In addition, any assignment or pledge of any
portion of the Participant’s interest in the Plan and any loan, pledge, or assignment with
respect to any insurance contract purchased under the Plan will be treated as loan under
this Section.





	 	 	 
	 
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	   	A separate written loan policy or written modifications to this loan policy may (1) modify
the limitations on the amount of a Participant loan; (2) modify or eliminate the minimum
loan amount requirement; (3) permit a Participant to have more than one loan outstanding at
a time; (4) prescribe limitations on the purposes for which loans may be required; or (5)
prescribe rules for reamortization, consolidation, renegotiation, or refinancing of loans.
	 
	14.8  	Segregated Investment. A Participant loan is treated as a segregated investment on behalf of the individual
Participant for whom the loan is made. The Plan Administrator may adopt separate
administrative procedures for determining which type or types of contributions (and the
amount of each type of contribution) may be used to provide the Participant loan. If the
Plan Administrator does not adopt procedures designating the type of contributions from
which the Participant loan will be made, such loan is deemed to be made on a proportionate
basis from each type of contribution.
	 
	   	Unless requested otherwise on the Participant’s loan application, a Participant loan will be
made equally from all investment funds in which the applicable contributions are held. A
Participant or Beneficiary may direct the Trustee, on his/her loan application, to withdraw
the Participant loan amounts from a specific investment fund or funds. A Participant loan
will not violate the requirements of this default loan policy merely because the Plan
Administrator does not permit the Participant to designate the contributions or funds from
which the Participant loan will be made. Each payment of principal and interest paid by a
Participant on his/her Participant loan shall be credited proportionately to such
Participant’s Account(s) and to the investment funds within such Account(s).
	 
	   	A separate loan policy or written modifications to this loan policy may modify the rules of
this Section without limitation, including prescribing different rules for determining the
source of a loan with respect to contribution types and investment funds.
	 
	14.9  	Spousal Consent. If this Plan is subject to the Joint and Survivor Annuity requirements under
Article 9, a Participant may not use his/her Account Balance as security for a Participant
loan unless the Participant’s spouse, if any, consents to the use of such Account Balance as
security for the loan. The spousal consent must be made within the 90-day period ending on the
date the Participant’s Account Balance is to be used as security for the loan. Spousal consent
is not required, however, if the value of the Participant’s total vested Account Balance (as
determined under Section 8.3(e)) does not exceed $5,000 ($3,500 for loans made before the time
the $5,000 rules becomes effective under Section 8.3). If the Plan is not subject to the Joint
and Survivor Annuity requirements under Article 9, a spouse’s consent is not required to use a
Participant’s Account Balance as security for a Participant loan, regardless of the value of
the Participant’s Account Balance.
	 
	   	Any spousal consent required under this Section must be in writing, must acknowledge the
effect of the loan, and must be witnessed by a plan representative or notary public. Any
such consent to use the Participant’s Account Balance as security for a Participant loan is
binding with respect to the consenting spouse and with respect to any subsequent spouse as
it applies to such loan. A new spousal consent will be required if the Account Balance is
subsequently used as security for a renegotiation, extension, renewal, or other revision of
the loan. A new spousal consent also will be required only if any portion of the
Participant’s Account Balance will be used as security for a subsequent Participant loan.
	 
	   	A separate loan policy or written modifications to this loan policy may not eliminate the
spousal consent requirement where it would be required under this Section, but may impose
spousal consent requirements that are not prescribed by this Section.
	 
	14.10  	Procedures for Loan Default. A Participant will be considered to be in default with respect
to a loan if any scheduled repayment with respect to such loan is not made by the end of the
calendar quarter following the calendar quarter in which the missed payment was due.
	 
	   	If a Participant defaults on a Participant loan, the Plan may not offset the Participant’s
Account Balance until the Participant is otherwise entitled to an immediate distribution of
the portion of the Account Balance which will be offset and such amount being offset is
available as security on the loan, pursuant to Section 14.5. For this purpose, a loan
default is treated as an immediate distribution event to the extent the law does not
prohibit an actual distribution of the type of contributions which would be offset as a result of the loan default (determined
without regard to the consent requirements under Articles 8 and 9, so long as spousal
consent was properly obtained at the time of the loan, if required under Section 14.9). The
Participant may repay the outstanding balance of a defaulted loan (including accrued
interest through the date of repayment) at any time.
	 
	   	Pending the offset of a Participant’s Account Balance following a defaulted loan, the
following rules apply to the amount in default.






	 	(a)  	Interest continues to accrue on the amount in default until the time of the
loan offset or, if earlier, the date the loan repayments are made current or the amount
is satisfied with other collateral.





	 	 	 
	 
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	 	(b)  	A subsequent offset of the amount in default is not reported as a taxable
distribution, except to the extent the taxable portion of the default amount was not
previously reported by the Plan as a taxable distribution.
	 
	 	(c)  	The post-default accrued interest included in the loan offset is not reported
as a taxable distribution at the time of the offset.
	 
	 	A separate loan policy or written modifications to this loan policy may modify the
procedures for determining a loan default.






	14.11  	Termination of Employment.






	 	(a)  	Offset of outstanding loan. A Participant loan becomes due and payable in full
immediately upon the Participant’s termination of employment. Upon a Participant’s
termination, the Participant may repay the entire outstanding balance of the loan
(including any accrued interest) within a reasonable period following termination of
employment. If the Participant does not repay the entire outstanding loan balance, the
Participant’s vested Account Balance will be reduced by the remaining outstanding
balance of the loan (without regard to the consent requirements under Articles 8 and 9,
so long as spousal consent was properly obtained at the time of the loan, if required
under Section 14.9), to the extent such Account Balance is available as security on the
loan, pursuant to Section 14.5, and the remaining vested Account Balance will be
distributed in accordance with the distribution provisions under Article 8. If the
outstanding loan balance of a deceased Participant is not repaid, the outstanding loan
balance shall be treated as a distribution to the Participant and shall reduce the
death benefit amount payable to the Beneficiary under Section 8.4.
	 
	 	(b)  	Direct Rollover. Upon termination of employment, a Participant may request a
Direct Rollover of the loan note (provided the distribution is an Eligible Rollover
Distribution as defined in Section 8.8(a)) to another qualified plan which agrees to
accept a Direct Rollover of the loan note. A Participant may not engage in a Direct
Rollover of a loan to the extent the Participant has already received a deemed
distribution with respect to such loan. (See the rules regarding deemed distributions
upon a loan default under Section 14.10.)
	 
	 	(c)  	Modified loan policy. A separate loan policy or written modifications to this
loan policy may modify this Section 14.11, including, but not limited to: (1) a
provision to permit loan repayments to continue beyond termination of employment; (2)
to prohibit the Direct Rollover of a loan note; and (3) to provide for other events
that may accelerate the Participant’s repayment obligation under the loan.





	 	 	 
	 
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ARTICLE 15

INVESTMENT IN LIFE INSURANCE




This Article provides special rules for Plans that permit investment in life insurance on the life
of the Participant, the Participant’s spouse, or other family members. The Employer may elect in
Part 12 of the Agreement to permit life insurance investments in the Plan, or life insurance
investments may be permitted, prohibited, or restricted under the Plan through separate investment
procedures or a separate funding policy. If the Plan prohibits investments in life insurance, this
Article does not apply.





	15.1  	Investment in Life Insurance. A group or individual life insurance policy purchased by the
Plan may be issued on the life of a Participant, a Participant’s spouse, a Participant’s child
or children, a family member of the Participant, or any other individual with an insurable
interest. If this Plan is a money purchase plan, a life insurance policy may only be issued on
the life of the Participant. A life insurance policy includes any type of policy, including a
second-to-die policy, provided that the holding of a particular type of policy is not
prohibited under rules applicable to qualified plans.
	 
	   	Any premiums on life insurance held for the benefit of a Participant will be charged against
such Participant’s vested Account Balance. Unless directed otherwise, the Plan Administrator
will reduce each of the Participant’s Accounts under the Plan equally to pay premiums on
life insurance held for such Participant’s benefit. Any premiums paid for life insurance
policies must satisfy the incidental life insurance rules under Section 15.2.
	 
	15.2  	Incidental Life Insurance Rules. Any life insurance purchased under the Plan must meet the
following requirements:






	 	(a)  	Ordinary life insurance policies. The aggregate premiums paid for ordinary life
insurance policies (i.e., policies with both nondecreasing death benefits and
nonincreasing premiums) for the benefit of a Participant shall not at any time exceed
49% of the aggregate amount of Employer Contributions (including Section 401(k)
Deferrals) and forfeitures that have been allocated to the Account of such Participant.
	 
	 	(b)  	Life insurance policies other than ordinary life. The aggregate premiums paid
for term, universal or other life insurance policies (other than ordinary life
insurance policies) for the benefit of a Participant shall not at any time exceed 25%
of the aggregate amount of Employer Contributions (including Section 401(k) Deferrals)
and forfeitures that have been allocated to the Account of such Participant.
	 
	 	(c)  	Combination of ordinary and other life insurance policies. The sum of one-half (1/2)
of the aggregate premiums paid for ordinary life insurance policies plus all the
aggregate premiums paid for any other life insurance policies for the benefit of a
Participant shall not at any time exceed 25% of the aggregate amount of Employer
Contributions (including Section 401(k) Deferrals) and forfeitures which have been
allocated to the Account of such Participant.
	 
	 	(d)  	Exception for certain profit sharing and 401(k) plans. If the Plan is a profit
sharing plan or a 401(k) plan, the limitations in this Section do not apply to the
extent life insurance premiums are paid only with Employer Contributions and
forfeitures that have been accumulated in the Participant’s Account for at least two
years or are paid with respect to a Participant who has been an Eligible Participant
for at least five years. For purposes of applying this special limitation, Employer
Contributions do not include any Section 401(k) Deferrals, QMACs, QNECs or Safe-Harbor
Contributions under a 401(k) plan.
	 
	 	(e)  	Exception for Employee After-Tax Contributions and Rollover Contributions. The
Plan Administrator also may invest, with the Participant’s consent, any portion of the
Participant’s Employee After-Tax Contribution Account or Rollover Contribution Account
in a group or individual life insurance policy for the benefit of such Participant,
without regard to the incidental life insurance rules under this Section.






	15.3  	Ownership of Life Insurance Policies. The Trustee is the owner of any life insurance policies
purchased under the Plan in accordance with the provisions of this Article 15. Any life
insurance policy purchased under the Plan must designate the Trustee as owner and beneficiary
under the policy. The Trustee will pay all proceeds of any life insurance policies to the
Beneficiary of the Participant for whom such policy is held in accordance with the
distribution provisions under Article 8 and the Joint and Survivor Annuity requirements under
Article 9. In no event shall the Trustee retain any part of the proceeds from any life
insurance policies for the benefit of the Plan.






	15.4  	Evidence of Insurability. Prior to purchasing a life insurance policy, the Plan Administrator
may require the individual whose life is being insured to provide evidence of insurability,
such as a physical examination, as may be required by the Insurer.






	15.5  	Distribution of Insurance Policies. Life insurance policies under the Plan, which are held on behalf of a Participant, must be
distributed to the Participant or converted to cash upon the later of the Participant’s
Distribution Commencement Date (as defined in Section 22.56) or termination of employment.
Any life insurance policies that are held on behalf of a terminated Participant must
continue to satisfy the incidental life insurance rules under Section 15.2.





	 	 	 
	 
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	   	If a life insurance policy is purchased on behalf of an individual other than the Participant, and
such individual dies, the Participant may withdraw any or all life insurance proceeds from
the Plan, to the extent such proceeds exceed the cash value of the life insurance policy
determined immediately before the death of the insured individual.






	15.6  	Discontinuance of Insurance Policies. Investments in life insurance may be discontinued at
any time, either at the direction of the Trustee or other fiduciary responsible for making
investment decisions. If the Plan provides for Participant direction of investments, life
insurance as an investment option may be eliminated at any time by the Plan Administrator.
Where life insurance investment options are being discontinued, the Plan Administrator, in its
sole discretion, may offer the sale of the insurance policies to the Participant, or to
another person, provided that the prohibited transaction exemption requirements prescribed by
the Department of Labor are satisfied.






	15.7  	Protection of Insurer. An Insurer that issues a life insurance policy under the terms of this
Article, shall not be responsible for the validity of this Plan and shall be protected and
held harmless for any actions taken or not taken by the Trustee or any actions taken in
accordance with written directions from the Trustee or the Employer (or any duly authorized
representatives of the Trustee or Employer). An Insurer shall have no obligation to determine
the propriety of any premium payments or to guarantee the proper application of any payments
made by the insurance company to the Trustee.






	   	The Insurer is not and shall not be considered a party to this Agreement and is not a
fiduciary with respect to the Plan solely as a result of the issuance of life insurance
policies under this Article 15.






	15.8  	No Responsibility for Act of Insurer. Neither the Employer, the Plan Administrator nor the
Trustee shall be responsible for the validity of the provisions under a life insurance policy
issued under this Article 15 or for the failure or refusal by the Insurer to provide benefits
under such policy. The Employer, the Plan Administrator and the Trustee are also not
responsible for any action or failure to act by the Insurer or any other person which results
in the delay of a payment under the life insurance policy or which renders the policy invalid
or unenforceable in whole or in part.





	 	 	 
	 
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ARTICLE 16

TOP-HEAVY PLAN REQUIREMENTS




This Article contains the rules for determining whether the Plan is a Top-Heavy Plan and the
consequences of having a Top-Heavy Plan. Part 6 of the Agreement provides for elections relating to
the vesting schedule for a Top-Heavy Plan. Part 13 of the Agreement allows the Employer to elect to
satisfy the Top-Heavy Plan allocation requirements under another plan.





	16.1  	In General. If the Plan is or becomes a Top-Heavy Plan in any Plan Year, the provisions of
this Article 16 will supersede any conflicting provisions in the Plan or Agreement. However,
this Article 16 will no longer apply if Code §416 is repealed.
	 
	16.2  	Top-Heavy Plan Consequences.






	 	(a)  	Minimum allocation for Non-Key Employees. If the Plan is a Top-Heavy Plan for
any Plan Year, except as otherwise provided in subsections (4) and (5) below, the
Employer Contributions and forfeitures allocated for the Plan Year on behalf of any
Eligible Participant who is a Non-Key Employee must not be less than a minimum
percentage of the Participant’s Total Compensation (as defined in Section 16.3(i)). If
any Non-Key Employee who is entitled to receive a top-heavy minimum contribution
pursuant to this Section 16.2(a) fails to receive an appropriate allocation, the
Employer will make an additional contribution on behalf of such Non-Key Employee to
satisfy the requirements of this Section. The Employer may elect under Part 4 of the
Agreement [Part 4C of the 401(k) Agreement] to make the top-heavy contribution to all
Eligible Participants. If the Employer elects under the Agreement to provide the
top-heavy minimum contribution to all Eligible Participants, the Employer also will
make an additional contribution on behalf of any Key Employee who is an Eligible
Participant and who did not receive an allocation equal to the top-heavy minimum
contribution.






	 	(1)  	Determining the minimum percentage. The minimum percentage that
must be allocated under subsection (a) above is the lesser of: (i) three (3)
percent of Total Compensation for the Plan Year or (ii) the highest
contribution rate for any Key Employee for the Plan Year. The highest
contribution rate for a Key Employee is determined by taking into account the
total Employer Contributions and forfeitures allocated to each Key Employee for
the Plan Year, as a percentage of the Key Employee’s Total Compensation. A Key
Employee’s contribution rate includes Section 401(k) Deferrals made by the Key
Employee for the Plan Year (except as provided by regulation or statute). If
this Plan is aggregated with a Defined Benefit Plan to satisfy the requirements
of Code §401(a)(4) or Code §410(b), the minimum percentage is three (3)
percent, without regard to the highest Key Employee contribution rate. See
subsection (5) below if the Employer maintains more than one plan.
	 
	 	(2)  	Determining whether the Non-Key Employee’s allocation satisfies
the minimum percentage. To determine if a Non-Key Employee’s allocation of
Employer Contributions and forfeitures is at least equal to the minimum
percentage, the Employee’s Section 401(k) Deferrals for the Plan Year are
disregarded. In addition, Matching Contributions allocated to the Employee’s
Account for the Plan Year are disregarded, unless: (i) the Plan Administrator
elects to take all or a portion of the Matching Contributions into account, or
(ii) Matching Contributions are taken into account by statute or regulation.
The rule in (i) does not apply unless the Matching Contributions so taken into
account could satisfy the nondiscrimination testing requirements under Code
§401(a)(4) if tested separately. Any Employer Matching Contributions used to
satisfy the Top-Heavy Plan minimum allocation may not be used in the ACP Test
(as defined in Section 17.3), except to the extent permitted under statute,
regulation or other guidance of general applicability.
	 
	 	(3)  	Certain allocation conditions inapplicable. The Top-Heavy Plan
minimum allocation shall be made even though, under other Plan provisions, the
Non-Key Employee would not otherwise be entitled to receive an allocation, or
would have received a lesser allocation for the Plan Year because of:






	 	(i)  	the Participant’s failure to complete 1,000
Hours of Service (or any equivalent provided in the Plan),
	 
	 	(ii)  	the Participant’s failure to make Employee
After-Tax Contributions to the Plan, or
	 
	 	(iii)  	Total Compensation is less than a stated
amount.
	 
	 	The minimum allocation also is determined without regard to any Social
Security contribution or whether an Eligible Participant fails to make
Section 401(k) Deferrals for a Plan Year in which the Plan includes a 401(k)
feature.





	 	 	 
	 
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	 	(4)  	Participants not employed on the last day of the Plan Year. The
minimum allocation requirement described in this subsection (a) does not apply
to an Eligible Participant who was not employed by the Employer on the last day
of the applicable Plan Year.
	 
	 	(5)  	Participation in more than one Top-heavy Plan. The minimum
allocation requirement described in this subsection (a) does not apply to an
Eligible Participant who is covered under another plan maintained by the
Employer if, pursuant to Part 13, #54 of the Agreement [Part 13, #72 of the
401(k) Agreement], the other Plan will satisfy the minimum allocation
requirement.







	 	(i)  	More than one Defined Contribution Plans. If
the Employer maintains more than one top-heavy Defined Contribution
Plan (including Paired Plans), the Employer may designate in Part 13,
#54.a. of the Agreement [Part 13, #72.a. of the 401(k) Agreement] which
plan will provide the top-heavy minimum contribution to Non-Key
Employees. Alternatively, under Part 13, #54.a.(3) of the Agreement
[Part 13, #72.a.(3) of the 401(k) Agreement], the Employer may
designate another means of complying with the top-heavy requirements.
If Part 13, #54 of the Agreement [Part 13, #72 of the 401(k) Agreement]
is not completed and the Employer maintains more than one Defined
Contribution Plan, the Employer will be deemed to have selected this
Plan under Part 13, #54.a. of the Agreement [Part 13, #72.a. of the
401(k) Agreement] as the Plan under which the top-heavy minimum
contribution will be provided.
	 
	 	   	If an Employee is entitled to a top-heavy minimum contribution but
has not satisfied the minimum age and/or service requirements under
the Plan designated to provide the top-heavy minimum contribution,
the Employee may receive a top-heavy minimum contribution under the
designated Plan. Thus, for example, if the Employer maintains both a
401(k) plan and a non-401(k) plan, a Non-Key Employee who has not
satisfied the minimum age and service conditions under Part 1, #5 of
the non-401(k) plan Agreement is eligible for a top-heavy minimum
allocation under the non-401(k) plan (if so provided under Part 13,
#54.a. of the Agreement [Part 13, #72.a. of the 401(k) Agreement]) if
such Employee has satisfied the eligibility conditions for making
Section 401(k) Deferrals under the 401(k) plan. The provision of a
top-heavy minimum contribution under this paragraph will not cause
the Plan to fail the minimum coverage or nondiscrimination rules. The
Employer may designate an alternative method of providing the
top-heavy minimum contribution to such Employees under Part 13,
#54.a.(3) of the Agreement [Part 13, #72.a.(3) of the 401(k)
Agreement].
	 
	 	(ii)  	Defined Contribution Plan and a Defined Benefit
Plan. If the Employer maintains both a top-heavy Defined Contribution
Plan (under this BPD) and a top-heavy Defined Benefit Plan, the
Employer must designate the manner in which the plans will comply with
the Top-Heavy Plan requirements. Under Part 13, #54.b. of the Agreement
[Part 13, #72.b. of the 401(k) Agreement], the Employer may elect to
provide the top-heavy minimum benefit to Non-Key Employees who
participate in both Plans (A) in the Defined Benefit Plan; (B) in the
Defined Contribution Plan (but increasing the minimum allocation from
3% to 5%); or (C) under any other acceptable method of compliance. If a
Non-Key Employee participates only under the Defined Benefit Plan, the
top-heavy minimum benefit will be provided under the Defined Benefit
Plan. If a Non-Key Employee participates only under the Defined
Contribution Plan, the top-heavy minimum benefit will be provided under
the Defined Contribution Plan (without regard to this subsection (ii)).
If Part 13, #54.b. of the Agreement [Part 13, #72.b. of the 401(k)
Agreement] is not completed and the Employer maintains a Defined
Benefit Plan, the Employer will be deemed to have selected this Plan
under Part 13, #54.b.(1) of the Agreement [Part 13, #72.b.(1) of the
401(k) Agreement] as the plan under which the top-heavy minimum
contribution will be provided.
	 
	 	   	If the Employer maintains more than one Defined Contribution Plan in
addition to a Defined Benefit Plan, the Employer may use Part 13,
#54.b.(3) of the Agreement [Part 13, #72.b.(3) of the 401(k)
Agreement] to designate which Defined Contribution Plan will provide
the top-heavy minimum contribution.
	 
	 	   	If the Employer is using the Four-Step Permitted Disparity Method (as
described in Section 2.2(b)(ii)) and elects under Part 13, #54.b.(1)
of the Agreement [Part 13, #72.b.(1) of the 401(k) Agreement] to
provide a 5% top-heavy minimum contribution, the 3% minimum
allocation under Step One is increased to 5%. The 3% allocation under
Step Two will also be increased to the lesser of (A) 5% or (B) the
amount determined under Step Three (increased by 3 percentage
points). If an additional allocation is to be





	 	 	 
	 
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	 	   	made under Step Three,
the Applicable Percentage under Section 2.2(b)(ii)(C) must be reduced
by 2 percentage points (but not below zero).






	 	(6)  	No forfeiture for certain events. The minimum top-heavy
allocation (to the extent required to be nonforfeitable under Code §416(b)) may
not be forfeited under the suspension of benefit rules of Code §411(a)(3)(B) or
the withdrawal of mandatory contribution rules of Code §411(a)(3)(D).






	 	(b)  	Special Top-Heavy Vesting Rules.






	 	(1)  	Minimum vesting schedules. For any Plan Year in which this Plan
is a Top-Heavy Plan, the Top-Heavy Plan vesting schedule elected in Part 6, #19
of the Agreement [Part 6, #37 of the 401(k) Agreement] will automatically apply
to the Plan. The Top-Heavy Plan vesting schedule will apply to all benefits
within the meaning of Code §411(a)(7) except those attributable to Employee
After-Tax Contributions, including benefits accrued before the effective date
of Code §416 and benefits accrued before the Plan became a Top-Heavy Plan. No
decrease in a Participant’s nonforfeitable percentage may occur in the event
the Plan’s status as a Top-Heavy Plan changes for any Plan Year. However, this
subsection does not apply to the Account Balance of any Employee who does not
have an Hour of Service after a Top-Heavy Plan vesting schedule becomes
effective.
	 
	 	(2)  	Shifting Top-Heavy Plan status. If the vesting schedule under
the Plan shifts in or out of the Top-Heavy Plan vesting schedule for any Plan
Year because of a change in Top-Heavy Plan status, such shift is an amendment
to the vesting schedule and the election in Section 4.7 of the Plan applies.






	16.3  	Top-Heavy Definitions.






	 	(a)  	Determination Date: For any Plan Year subsequent to the first Plan Year, the
Determination Date is the last day of the preceding Plan Year. For the first Plan Year
of the Plan, the Determination Date is the last day of that first Plan Year.
	 
	 	(b)  	Determination Period: The Plan Year containing the Determination Date and the
four (4) preceding Plan Years.
	 
	 	(c)  	Key Employee: Any Employee or former Employee (and the Beneficiaries of such Employee)
is a Key Employee for a Plan Year if, at any time during the Determination Period,
the individual was:






	 	(1)  	an officer of the Employer with annual Total Compensation in
excess of 50 percent of the dollar limitation under Code §415(b)(1)(A),
	 
	 	(2)  	an owner (or considered an owner under Code §318) of one of the
ten largest interests in the Employer with annual Total Compensation in excess
of 100 percent of the dollar limitation under Code §415(c)(1)(A);
	 
	 	(3)  	a Five-Percent Owner (as defined in Section 22.88),
	 
	 	(4)  	a more than 1-percent owner of the Employer with an annual
Total Compensation of more than $150,000.
	 
	 	The Key Employee determination will be made in accordance with Code §416(i)(1) and
the regulations thereunder.






	 	(d)  	Permissive Aggregation Group: The Required Aggregation Group of plans plus any
other plan or plans of the Employer which, when considered as a group with the Required
Aggregation Group, would continue to satisfy the requirements of Code §§401(a)(4) and
410.
	 
	 	(e)  	Present Value: The present value based on the interest and mortality rates
specified in the relevant Defined Benefit Plan. In the event that more than one Defined
Benefit Plan is included in a Required Aggregation Group or Permissive Aggregation
Group, a uniform set of actuarial assumptions must be applied to determine present
value. The Employer may specify in Part 13, #54.b.(3) of the Agreement [Part 13,
#72.b.(3) of the 401(k) Agreement] the actuarial assumptions that will apply if the
Defined Benefit Plans do not specify a uniform set of actuarial assumptions to be used
to determine if the plans are Top-Heavy.





	 	 	 
	 
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	 	(f)  	Required Aggregation Group:






	 	(1)  	Each qualified plan of the Employer in which at least one Key
Employee participates or participated at any time during the Determination
Period (regardless of whether the plan has terminated), and
	 
	 	(2)  	any other qualified plan of the Employer that enables a plan
described in (l) to meet the coverage or nondiscrimination requirements of Code
§§410(b) or 401(a)(4).






	 	(g)  	Top-Heavy Plan: For any Plan Year, this Plan is a Top-Heavy Plan if any of the
following conditions exist:






	 	(1)  	The Plan is not part of any Required Aggregation Group or
Permissive Aggregation Group of plans, and the Top-Heavy Ratio for the Plan
exceeds 60 percent.
	 
	 	(2)  	The Plan is part of a Required Aggregation Group of plans, but
not part of a Permissive Aggregation Group, and the Top-Heavy Ratio for the
Required Aggregation Group of plans exceeds 60 percent.
	 
	 	(3)  	The Plan is part of a Required Aggregation Group and part of a
Permissive Aggregation Group of plans, and the Top-Heavy Ratio for the
Permissive Aggregation Group exceeds 60 percent.






	 	(h)  	Top-Heavy Ratio:






	 	(1)  	Defined Contribution Plans only. This paragraph applies if the
Employer maintains one or more Defined Contribution Plans (including any SEP
described under Code §408(k)) and the Employer has not maintained any Defined
Benefit Plan that during the Determination Period has or has had Accrued
Benefits. The Top-Heavy Ratio for this Plan alone, or for the Required
Aggregation Group or Permissive Aggregation Group, as appropriate, is a
fraction, the numerator of which is the sum of the Account Balances of all Key
Employees as of the Determination Date(s) and the denominator of which is the
sum of all Account Balances, both computed in accordance with Code §416 and the
regulations thereunder.
	 
	 	(2)  	Defined Contribution Plan and Defined Benefit Plan. This
paragraph applies if the Employer maintains one or more Defined Contribution
Plans (including a SEP described under Code §408(k)) and the Employer maintains
or has maintained one or more Defined Benefit Plans which during the
Determination Period has or has had any Accrued Benefits. The Top-Heavy Ratio
for any Required Aggregation Group or Permissive Aggregation Group, as
appropriate, is a fraction, the numerator of which is the sum of Account
Balances under the aggregated Defined Contribution Plan(s) for all Key
Employees, and the Present Value of Accrued Benefits under the aggregated
Defined Benefit Plan(s) for all Key Employees as of the Determination Date(s),
and the denominator of which is the sum of the Account Balances under the
aggregated Defined Contribution Plan(s) for all Participants and the Present
Value of Accrued Benefits under the Defined Benefit Plan(s) for all
Participants as of the Determination Date(s), all determined in accordance with
Code §416 and the regulations thereunder. The accrued benefits under a Defined
Benefit Plan in both the numerator and denominator of the Top-Heavy Ratio are
increased for any distributions of an accrued benefit made in the five-year
period ending on the Determination Date.
	 
	 	(3)  	Applicable Valuation Dates. For purposes of subsections (1) and
(2) above, the value of Account Balances and the Present Value of Accrued
Benefits will be determined as of the most recent Valuation Date that falls
within or ends with the 12-month period ending on the Determination Date,
except as provided in Code §416 and the regulations thereunder for the first
and second Plan Years of a Defined Benefit Plan. When aggregating plans, the
value of Account Balances and Accrued Benefits will be calculated with
reference to the Determination Dates that fall within the same calendar year.
	 
	 	(4)  	Valuation of benefits. Determining a Participant’s Account
Balance or Accrued Benefit. The calculation of the Top-Heavy Ratio, and the
extent to which distributions, rollovers, and transfers are taken into account
will be made in accordance with Code §416 and the regulations thereunder. For
purposes of subsections (1) and (2) above, the Account Balance and/or Accrued
Benefit of each Participant is adjusted as provided under subsections (i) and
(ii) below.






	 	(i)  	Increase for prior distributions. In applying
the Top-Heavy Ratio, a Participant’s Account Balance and/or Accrued
Benefit is increased for any distributions made from the Plan during
the Determination Period.





	 	 	 
	 
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	 	(ii)  	Increase for future contributions. Both the
numerator and denominator of the Top-Heavy Ratio are increased to
reflect any contribution to a Defined Contribution Plan not actually
made as of the Determination Date, but which is required to be taken
into account on that date under Code §416 and the regulations
thereunder.
	 
	 	(iii)  	Exclusion of certain benefits. The Account
Balance and/or Accrued Benefit of a Participant (and any distribution
during the Determination Period with respect to such Participant’s
Account Balance or Accrued Benefit) is disregarded from the Top-Heavy
Ratio if: (A) the Participant is a Non-Key Employee who was a Key
Employee in a prior year, or (B) the Participant has not been credited
with at least one Hour of Service during the Determination Period. The
calculation of the Top-Heavy Ratio, and the extent to which
distributions, rollovers, and transfers are taken into account will be
made in accordance with Code §416 and the regulations thereunder.
	 
	 	(iv)  	Calculation of Accrued Benefit. The Accrued
Benefit of a Participant other than a Key Employee shall be determined
under: (A) the method, if any, that uniformly applies for accrual
purposes under all Defined Benefit Plans maintained by the Employer; or
(B) if there is no such method, as if such benefit accrued not more
rapidly than the slowest accrual rate permitted under the fractional
rule of Code §411(b)(1)(C).






	 	(i)  	Total Compensation. For purposes of determining the minimum top-heavy
contribution under 16.2(a), Total Compensation is determined using the definition under
Section 7.4(f), including the special rule under Section 7.4(f)(4) for years beginning
before January 1, 1998. For this purpose, Total Compensation is subject to the
Compensation Dollar Limitation as defined in Section 22.32.
	 
	 	(j)  	Valuation Date: The date as of which Account Balances are valued for purposes
of calculating the Top-Heavy Ratio.





	 	 	 
	 
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ARTICLE 17

401(k) PLAN PROVISIONS




This Article sets forth the special testing rules applicable to Section 401(k) Deferrals, Employer
Matching Contributions, and Employee After-Tax Contributions that may be made under the 401(k)
Agreement and the requirements to qualify as a Safe Harbor 401(k) Plan. Section 17.1 provides
limits on the amount of Elective Deferrals an Employee may defer into the Plan during a calendar
year. Sections 17.2 and 17.3 set forth the rules for running the ADP Test and ACP Test with respect
to contributions under the 401(k) plan and Section 17.4 discusses the requirements for applying the
Multiple Use Test. Section 17.5 prescribes special testing rules for performing the ADP Test and
the ACP Test. Section 17.6 sets forth the requirements that must be met to qualify as a Safe Harbor
401(k) Plan. Unless otherwise stated, any reference to the Agreement under this Article 17 is a
reference to the 401(k) Agreement.




	17.1  	Limitation on the Amount of Section 401(k) Deferrals.






	 	(a)  	In general. An Eligible Participant’s total Section 401(k) Deferrals under this
Plan, or any other qualified plan of the Employer, for any calendar year may not exceed
the lesser of:






	 	(1)  	the percentage of Included Compensation designated under Part
4A, #12 of the Agreement;
	 
	 	(2)  	the dollar limitation under Code §402(g); or
	 
	 	(3)  	the amount permitted under the Annual Additions Limitation
described in Article 7.






	 	(b)  	Maximum deferral limitation. If the Employer elects to impose a maximum
deferral limitation under Part 4A, #12 of the Agreement, it must designate under Part
4A, #12.a. the period for which such limitation applies. Regardless of any limitation
designated under Part 4A, #12 of the Agreement, the Employer may provide for
alternative limitations in the Salary Reduction Agreement with respect to designated
types of Included Compensation, such as bonus payments. If no maximum percentage is
designated under Part 4A, #12 of the Agreement, the only limit on a Participant’s
Section 401(k) Deferrals under this Plan is the dollar limitation under Code §402(g)
and the Annual Additions Limitation.
	 
	 	(c)  	Correction of Code §402(g) violation. A Participant may not make Section 401(k)
Deferrals that exceed the dollar limitation under Code §402(g). The dollar limitation
under Code §402(g) applicable to a Participant’s Section 401(k) Deferrals under this
Plan is reduced by any Elective Deferrals the Participant makes under any other plan
maintained by the Employer. If a Participant makes Section 401(k) Deferrals that exceed
the Code §402(g) limit, the Employer may correct the Code §402(g) violation in the
following manner.






	 	(1)  	Suspension of Section 401(k) Deferrals. The Employer may
suspend a Participant’s Section 401(k) Deferrals under the Plan for the
remainder of the calendar year when the Participant’s Section 401(k) Deferrals
under this Plan, in combination with any Elective Deferrals the Participant
makes during the calendar year under any other plan maintained by the Employer,
equal or exceed the dollar limitation under Code §402(g).
	 
	 	(2)  	Distribution of Excess Deferrals. If a Participant makes
Section 401(k) Deferrals under this Plan during a calendar year which exceed
the dollar limitation under Code §402(g), the Participant will receive a
corrective distribution from the Plan of the Excess Deferrals (plus allocable
income) no later than April 15 of the following calendar year. The amount which
must be distributed as a correction of Excess Deferrals for a calendar year
equals the amount of Elective Deferrals the Participant contributes in excess
of the dollar limitation under Code §402(g) during the calendar year to this
Plan, and any other plan maintained by the Employer, reduced by any corrective
distribution of Excess Deferrals the Participant receives during the calendar
year from this Plan or other plan(s) maintained by the Employer. Excess
Deferrals that are distributed after April 15 are includible in the
Participant’s gross income in both the taxable year in which deferred and the
taxable year in which distributed.






	 	(i)  	Allocable gain or loss. A corrective
distribution of Excess Deferrals must include any allocable gain or
loss for the calendar year in which the Excess Deferrals are made. For
this purpose, allocable gain or loss on Excess Deferrals may be
determined in any reasonable manner, provided the manner used to
determine allocable gain or loss is applied uniformly and in a manner
that is reasonably reflective of the method used by the Plan for
allocating income to Participants’ Accounts.
	 
	 	(ii)  	Coordination with other provisions. A
corrective distribution of Excess Deferrals made by April 15 of the
following calendar year may be made without consent of the Participant
or the Participant’s spouse, and without regard to any distribution
restrictions





	 	 	 
	 
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	 	   	applicable under Article 8 or Article 9. A corrective
distribution of Excess Deferrals made by the appropriate April 15 also
is not treated as a distribution for purposes of applying the required
minimum distribution rules under Article 10.
	 
	 	(iii)  	Coordination with corrective distribution of
Excess Contributions. If a Participant for whom a corrective
distribution of Excess Deferrals is being made received a previous
corrective distribution of Excess Contributions to correct the ADP Test
for the Plan Year beginning with or within the calendar year for which
the Participant made the Excess Deferrals, the previous corrective
distribution of Excess Contributions is treated first as a corrective
distribution of Excess Deferrals to the extent necessary to eliminate
the Excess Deferral violation. The amount of the corrective
distribution of Excess Contributions which is required to correct the
ADP Test failure is reduced by the amount treated as a corrective
distribution of Excess Deferrals.






	 	(3)  	Correction of Excess Deferrals under plans not maintained by
the Employer. The correction provisions under subsections (1) and (2) above
apply only if a Participant makes Excess Deferrals under plans maintained by
the Employer. However, if a Participant has Excess Deferrals because the total
Elective Deferrals for a calendar year under all plans in which he/she
participates, including plans that are not maintained by the Employer, exceed
the dollar limitation under Code §402(g), the Participant may assign to this
Plan any portion of the Excess Deferrals made during the calendar year. The
Participant must notify the Plan Administrator in writing on or before March 1
of the following calendar year of the amount of the Excess Deferrals to be
assigned to this Plan. Upon receipt of a timely notification, the Excess
Deferrals assigned to this Plan will be distributed (along with any allocable
income or loss) to the Participant in accordance with the corrective
distribution provisions under subsection (2) above. A Participant is deemed to
notify the Plan Administrator of Excess Deferrals to the extent such Excess
Deferrals arise only under this Plan and any other plan maintained by the
Employer.






	17.2  	Nondiscrimination Testing of Section 401(k) Deferrals – ADP Test. Except as provided under
Section 17.6 for Safe Harbor 401(k) Plans, the Section 401(k) Deferrals made by Highly
Compensated Employees must satisfy the Actual Deferral Percentage Test (“ADP Test”) for each
Plan Year. The Plan Administrator shall maintain records sufficient to demonstrate
satisfaction of the ADP Test, including the amount of any QNECs or QMACs included in such
test, pursuant to subsection (c) below. If the Plan fails the ADP Test for any Plan Year, the
corrective provisions under subsection (d) below will apply.






	 	(a)  	ADP Test testing methods. For Plan Years beginning on or after January 1, 1997,
the ADP Test will be performed using the Prior Year Testing Method or Current Year
Testing Method, as selected under Part 4F, #31 of the Agreement. If the Employer does
not select a testing method under Part 4F, #31 of the Agreement, the Plan will use the
Current Year Testing Method. Unless specifically precluded under statute, regulations
or other IRS guidance, the Employer may amend the testing method designated under Part
4F for a particular Plan Year (subject to the requirements under subsection (2) below)
at any time through the end of the 12-month period following the Plan Year for which
the amendment is effective. (For Plan Years beginning before January 1, 1997, the
Current Year Testing Method is deemed to have been in effect.)






	 	(1)  	Prior Year Testing Method. Under the Prior Year Testing Method,
the Average Deferral Percentage (“ADP”) of the Highly Compensated Employee
Group (as defined in Section 17.7(e)) for the current Plan Year is compared
with the ADP of the Nonhighly Compensated Employee Group (as defined in Section
17.7(f)) for the prior Plan Year. If the Employer elects to use the Prior Year
Testing Method under Part 4F of the Agreement, the Plan must satisfy one of the
following tests for each Plan Year:






	 	(i)  	The ADP of the Highly Compensated Employee
Group for the current Plan Year shall not exceed 1.25 times the ADP of
the Nonhighly Compensated Employee Group for the prior Plan Year.
	 
	 	(ii)  	The ADP of the Highly Compensated Employee
Group for the current Plan Year shall not exceed the percentage
(whichever is less) determined by (A) adding 2 percentage points to the
ADP of the Nonhighly Compensated Employee Group for the prior Plan Year
or (B) multiplying the ADP of the Nonhighly Compensated Employee Group
for the prior Plan Year by 2.






	 	(2)  	Current Year Testing Method. Under the Current Year Testing
Method, the ADP of the Highly Compensated Employee Group for the current Plan
Year is compared to the ADP of the Nonhighly Compensated Employee Group for the
current Plan Year. If the Employer elects to use the Current Year Testing
Method under Part 4F of the Agreement, the Plan must satisfy the ADP Test, as
described in subsection (1) above, for each Plan Year, but using the ADP of the
Nonhighly





	 	 	 
	 
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	 	   	Compensated Employee Group for the current Plan Year instead of for
the prior Plan Year. If the Employer elects to use the Current Year Testing
Method, it may switch to the Prior Year Testing Method only if the Plan
satisfies the requirements for changing to the Prior Year Testing Method as set
forth in IRS Notice 98-1 (or superseding guidance).






	 	(b)  	Special rule for first Plan Year. For the first Plan Year that the Plan permits
Section 401(k) Deferrals, the Employer may elect under Part 4F, #32.a. of the Agreement
to apply the ADP Test using the Prior Year Testing Method, by assuming the ADP for the
Nonhighly Compensated Employee Group is 3%. Alternatively, the Employer may elect in
Part 4F, #32.b. of the Agreement to use the Current Year Testing Method using the
actual data for the Nonhighly Compensated Employee Group in the first Plan Year. This
first Plan Year rule does not apply if this Plan is a successor to a plan (as described
in IRS Notice 98-1 or subsequent guidance) that included a 401(k) arrangement or the
Plan is aggregated for purposes of applying the ADP Test with another plan that
included a 401(k) arrangement in the prior Plan Year. For subsequent Plan Years, the
testing method selected under Part 4F, #31 will apply.
	 
	 	(c)  	Use of QMACs and QNECs under the ADP Test. The Plan Administrator may take into
account all or any portion of QMACs and QNECs (see Sections 17.7(g) and (h)) for
purposes of applying the ADP Test. QMACs and QNECs may not be included in the ADP Test
to the extent such amounts are included in the ACP Test for such Plan Year. QMACs and
QNECs made to another qualified plan maintained by the Employer may also be taken into
account, so long as the other plan has the same Plan Year as this Plan. To include
QNECs under the ADP Test, all Employer Nonelective Contributions, including the QNECs,
must satisfy Code §401(a)(4). In addition, the Employer Nonelective Contributions,
excluding any QNECs used in the ADP Test or ACP Test, must also satisfy Code
§401(a)(4).






	 	(1)  	Timing of contributions. In order to be used in the ADP Test
for a given Plan Year, QNECs and QMACs must be made before the end of the
12-month period immediately following the Plan Year for which they are
allocated. If the Employer is using the Prior Year Testing Method (as described
in subsection (a)(1) above), QMACs and QNECs taken into account for the
Nonhighly Compensated Employee Group must be allocated for the prior Plan Year,
and must be made no later than the end of the 12-month period immediately
following the end of such prior Plan Year. (See Section 7.4(a) for rules
regarding the appropriate Limitation Year for which such contributions will be
applied for purposes of the Annual Additions Limitation under Code §415.)
	 
	 	(2)  	Double-counting limits. This paragraph applies if, in any Plan
Year beginning after December 31, 1998, the Prior Year Testing Method is used
to run the ADP Test and, in the prior Plan Year, the Current Year Testing
Method was used to run the ADP Test. If this paragraph applies, the following
contributions are disregarded in calculating the ADP of the Nonhighly
Compensated Employee Group for the prior Plan Year:






	 	(i)  	All QNECs that were included in either the ADP
Test or ACP Test for the prior Plan Year.
	 
	 	(ii)  	All QMACs, regardless of how used for testing
purposes in the prior Plan Year.
	 
	 	(iii)  	Any Section 401(k) Deferrals that were
included in the ACP Test for the prior Plan Year.






	 	   	For purposes of applying the double-counting limits, if actual data of the
Nonhighly Compensated Employee Group is used for a first Plan Year described
in subsection (b) above, the Plan is still considered to be using the Prior
Year Testing Method for that first Plan Year. Thus, the double-counting
limits do not apply if the Prior Year Testing Method is used for the next
Plan Year.
	 
	 	(3)  	Testing flexibility. The Plan Administrator is expressly
granted the full flexibility permitted by applicable Treasury regulations to
determine the amount of QMACs and QNECs used in the ADP Test. QMACs and QNECs
taken into account under the ADP Test do not have to be uniformly determined
for each Eligible Participant, and may represent all or any portion of the
QMACs and QNECs allocated to each Eligible Participant, provided the conditions
described above are satisfied.






	 	(d)  	Correction of Excess Contributions. If the Plan fails the ADP Test for a Plan
Year, the Plan Administrator may use any combination of the correction methods under
this Section to correct the Excess Contributions under the Plan. (See Section 17.7(d)
for the definition of Excess Contributions.)






	 	(1)  	Corrective distribution of Excess Contributions. If the Plan
fails the ADP Test for a Plan Year, the Plan Administrator may, in its
discretion, distribute Excess Contributions (including any allocable income or
loss) no later than the last day of the following Plan Year to correct the ADP





	 	 	 
	 
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	 	   	Test violation. If the Excess Contributions are distributed
more than 2 1/2 months
after the last day of the Plan Year in which such excess amounts arose, a
10-percent excise tax will be imposed on the Employer with respect to such
amounts.






	 	(i)  	Amount to be distributed. In determining the
amount of Excess Contributions to be distributed to a Highly
Compensated Employee under this Section, Excess Contributions are first
allocated equally to the Highly Compensated Employee(s) with the
largest dollar amount of contributions taken into account under the ADP
Test for the Plan Year in which the excess occurs. The Excess
Contributions allocated to such Highly Compensated Employee(s) reduce
the dollar amount of the contributions taken into account under the ADP
Test for such Highly Compensated Employee(s) until all of the Excess
Contributions are allocated or until the dollar amount of such
contributions for the Highly Compensated Employee(s) is reduced to the
next highest dollar amount of such contributions for any other Highly
Compensated Employee(s). If there are Excess Contributions remaining,
the Excess Contributions continue to be allocated in this manner until
all of the Excess Contributions are allocated.
	 
	 	(ii)  	Allocable gain or loss. A corrective
distribution of Excess Contributions must include any allocable gain or
loss for the Plan Year in which the excess occurs. For this purpose,
allocable gain or loss on Excess Contributions may be determined in any
reasonable manner, provided the manner used is applied uniformly and in
a manner that is reasonably reflective of the method used by the Plan
for allocating income to Participants’ Accounts.
	 
	 	(iii)  	Coordination with other provisions. A
corrective distribution of Excess Contributions made by the end of the
Plan Year following the Plan Year in which the excess occurs may be
made without consent of the Participant or the Participant’s spouse,
and without regard to any distribution restrictions applicable under
Article 8 or Article 9. Excess Contributions are treated as Annual
Additions for purposes of Code §415 even if distributed from the Plan.
A corrective distribution of Excess Contributions is not treated as a
distribution for purposes of applying the required minimum distribution
rules under Article 10.
	 
	 	   	If a Participant has Excess Deferrals for the calendar year ending
with or within the Plan Year for which the Participant receives a
corrective distribution of Excess Contributions, the corrective
distribution of Excess Contributions is treated first as a corrective
distribution of Excess Deferrals. The amount of the corrective
distribution of Excess Contributions that must be distributed to
correct an ADP Test failure for a Plan Year is reduced by any amount
distributed as a corrective distribution of Excess Deferrals for the
calendar year ending with or within such Plan Year.
	 
	 	(iv)  	Accounting for Excess Contributions. Excess
Contributions are distributed from the following sources and in the
following priority:






	 	(A)  	Section 401(k) Deferrals that are
not matched;
	 
	 	(B)  	proportionately from Section
401(k) Deferrals not distributed under (A) and related QMACs
that are included in the ADP Test;
	 
	 	(C)  	QMACs included in the ADP Test
that are not distributed under (B); and
	 
	 	(D)  	QNECs included in the ADP Test.






	 	(2)  	Making QMACs or QNECs. Regardless of any elections under Part
4B, #18 or Part 4C, #22 of the Agreement, the Employer may make additional
QMACs or QNECs to the Plan on behalf of the Nonhighly Compensated Employees in
order to correct an ADP Test violation. QMACs or QNECs may only be used to
correct an ADP Test violation if the Current Year Testing Method is selected
under Part 4F, #31.b. of the 401(k) Agreement. Any QMACs contributed under this
subsection (2) which are not specifically authorized under Part 4B, #18 of the
Agreement will be allocated to all Eligible Participants who are Nonhighly
Compensated Employees as a uniform percentage of Section 401(k) Deferrals made
during the Plan Year. Any QNECs contributed under this subsection (2) which are
not specifically authorized under Part 4C, #22 of the Agreement will be
allocated to all Eligible Participants who are Nonhighly Compensated Employees
as a uniform percentage of Included Compensation. See Sections 2.3(c) and (e),
as applicable.





	 	 	 
	 
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	 	(3)  	Recharacterization. If Employee After-Tax Contributions are
permitted under Part 4D of the Agreement, the Plan Administrator, in its sole
discretion, may permit a Participant to treat any Excess Contributions that are
allocated to that Participant as if he/she received the Excess Contributions as
a distribution from the Plan and then contributed such amounts to the Plan as
Employee After-Tax Contributions. Any amounts recharacterized under this
subsection (3) will be 100% vested at all times. Amounts may not be
recharacterized by a Highly Compensated Employee to the extent that such amount
in combination with other Employee After-Tax Contributions made by that
Participant would exceed any limit on Employee After-Tax Contributions under
Part 4D of the Agreement.
	 
	 	   	Recharacterization must occur no later than 2 1/2 months after the last day of
the Plan Year in which such Excess Contributions arise and is deemed to
occur no earlier than the date the last Highly Compensated Employee is
informed in writing of the amount recharacterized and the consequences
thereof. Recharacterized amounts will be taxable to the Participant for the
Participant’s taxable year in which the Participant would have received such
amounts in cash had he/she not deferred such amounts into the Plan.






	 	(e)  	Adjustment of deferral rate for Highly Compensated Employees. The Employer may
suspend (or automatically reduce the rate of) Section 401(k) Deferrals for the Highly
Compensated Employee Group, to the extent necessary to satisfy the ADP Test or to
reduce the margin of failure. A suspension or reduction shall not affect Section 401(k)
Deferrals already contributed by the Highly Compensated Employees for the Plan Year. As
of the first day of the subsequent Plan Year, Section 401(k) Deferrals shall resume at
the levels stated in the Salary Reduction Agreements of the Highly Compensated
Employees.






	17.3  	Nondiscrimination Testing of Employer Matching Contributions and Employee After-Tax
Contributions – ACP Test. Except as provided under Section 17.6 for Safe Harbor 401(k) Plans,
if the Employer elects to provide Employer Matching Contributions under Part 4B of the
Agreement or to permit Employee After-Tax Contributions under Part 4D of the Agreement, the
Employer Matching Contributions (including QMACs that are not included in the ADP Test) and/or
Employee After-Tax Contributions made for Highly Compensated Employees must satisfy the Actual
Contribution Percentage Test (“ACP Test”) for each Plan Year. The Plan Administrator shall
maintain records sufficient to demonstrate satisfaction of the ACP Test, including the amount
of any Section 401(k) Deferrals or QNECs included in such test, pursuant to subsection (c)
below. If the Plan fails the ACP Test for any Plan Year, the correction provisions under
subsection (d) below will apply.






	 	(a)  	ACP Test testing methods. For Plan Years beginning on or after January 1, 1997,
the ACP Test will be performed using the Prior Year Testing Method or the Current Year
Testing Method, as selected under Part 4F, #31 of the Agreement. If the Employer does
not select a testing method under Part 4F, #31 of the Agreement, the Plan will be
deemed to use the Current Year Testing Method. For Plan Years beginning before January
1, 1997, the Current Year Testing Method is deemed to have been in effect. If the Plan
is a Safe Harbor 401(k) Plan, as designated under Part 4E of the Agreement, the Current
Year Testing Method must be selected.






	 	(1)  	Prior Year Testing Method. Under the Prior Year Testing Method,
the Average Contribution Percentage (“ACP”) of the Highly Compensated Employee
Group (as defined in Section 17.7(e)) for the current Plan Year is compared
with the ACP of the Nonhighly Compensated Employee Group (as defined in Section
17.7(f)) for the prior Plan Year. If the Employer elects to use the Prior Year
Testing Method under Part 4F of the Agreement, the Plan must satisfy one of the
following tests for each Plan Year:






	 	(i)  	The ACP of the Highly Compensated Employee
Group for the current Plan Year shall not exceed 1.25 times the ACP of
the Nonhighly Compensated Employee Group for the prior Plan Year.
	 
	 	(ii)  	The ACP of the Highly Compensated Employee
Group for the current Plan Year shall not exceed the percentage
(whichever is less) determined by (A) adding 2 percentage points to the
ACP of the Nonhighly Compensated Employee Group for the prior Plan Year
or (B) multiplying the ACP of the Nonhighly Compensated Employee Group
for the prior Plan Year by 2.






	 	(2)  	Current Year Testing Method. Under the Current Year Testing
Method, the ACP of the Highly Compensated Employee Group for the current Plan
Year is compared to the ACP of the Nonhighly Compensated Employee Group for the
current Plan Year. If the Employer elects to use the Current Year Testing
Method under Part 4F of the Agreement, the Plan must satisfy the ACP Test, as
described in subsection (1) above, for each Plan Year, but using the ACP of the
Nonhighly Compensated Employee Group for the current Plan Year instead of for
the prior Plan Year. If the Employer elects to use the Current Year Testing
Method, it may switch to the Prior Year Testing





	 	 	 
	 
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	 	   	Method only if the Plan satisfies the requirements for changing to the Prior Year Testing Method as set
forth in IRS Notice 98-1 (or superseding guidance).






	 	(b)  	Special rule for first Plan Year. For the first Plan Year that the Plan
includes either an Employer Matching Contribution formula or permits Employee After-Tax
Contributions, the Employer may elect under Part 4F, #33.a. of the Agreement to apply
the ACP Test using the Prior Year Testing Method, by assuming the ACP for the Nonhighly
Compensated Employee Group is 3%. Alternatively, the Employer may elect in Part 4F,
#33.b. of the Agreement to use the Current Year Testing Method using the actual data
for the Nonhighly Compensated Employee Group in the first Plan Year. This first Plan
Year rule does not apply if this Plan is a successor to a plan that was subject to the
ACP Test or if the Plan is aggregated for purposes of applying the ACP Test with
another plan that was subject to the ACP test in the prior Plan Year. For subsequent
Plan Years, the testing method selected under Part 4F, #31 will apply.
	 
	 	(c)  	Use of Section 401(k) Deferrals and QNECs under the ACP Test. The Plan
Administrator may take into account all or any portion of Section 401(k) Deferrals and
QNECs (see Section 17.7(h)) made to this Plan, or to another qualified plan maintained
by the Employer, for purposes of applying the ACP Test. QNECs may not be included in
the ACP Test to the extent such amounts are included in the ADP Test for such Plan
Year. Section 401(k) Deferrals and QNECs made to another qualified plan maintained by
the Employer may also be taken into account, so long as the other plan has the same
Plan Year as this Plan. To include Section 401(k) Deferrals under the ACP Test, the
Plan must satisfy the ADP Test taking into account all Section 401(k) Deferrals,
including those used under the ACP Test, and taking into account only those Section
401(k) Deferrals not included in the ACP Test. To include QNECs under the ACP Test, all
Employer Nonelective Contributions, including the QNECs, must satisfy Code §401(a)(4).
In addition, the Employer Nonelective Contributions, excluding any QNECs used in the
ADP Test or ACP Test, must also satisfy Code §401(a)(4). QNECs may only be used to
correct an ACP Test violation if the Current Year Testing Method is selected under Part
4F, #31.b. of the 401(k) Agreement.






	 	(1)  	Timing of contributions. In order to be used in the ACP Test
for a given Plan Year, QNECs must be made before the end of the 12-month period
immediately following the Plan Year for which they are allocated. If the
Employer is using the Prior Year Testing Method (as described in subsection
(a)(1) above), QNECs taken into account for the Nonhighly Compensated Employee
Group must be allocated for the prior Plan Year, and must be made no later than
the end of the 12-month period immediately following such Plan Year. (See
Section 7.4(a) for rules regarding the appropriate Limitation Year for which
such contributions will be applied for purposes of the Annual Additions
Limitation under Code §415.)
	 
	 	(2)  	Double-counting limits. This paragraph applies if, in any Plan
Year beginning after December 31, 1998, the Prior Year Testing Method is used
to run the ACP Test and, in the prior Plan Year, the Current Year Testing
Method was used to run the ACP Test. If this paragraph applies, the following
contributions are disregarded in calculating the ACP of the Nonhighly
Compensated Employee Group for the prior Plan Year:






	 	(i)  	All QNECs that were included in either the ADP
Test or ACP Test for the prior Plan Year.
	 
	 	(ii)  	All Section 401(k) Deferrals, regardless of how
used for testing purposes in the prior Plan Year.
	 
	 	(iii)  	Any QMACs that were included in the ADP Test
for the prior Plan Year.






	 	   	For purposes of applying the double-counting limits, if actual data of the
Nonhighly Compensated Employee Group is used for a first Plan Year described
in subsection (b) above, the Plan is still considered to be using the Prior
Year Testing Method for that first Plan Year. Thus, the double-counting
limits do not apply if the Prior Year Testing Method is used for the next
Plan Year.
	 
	 	(3)  	Testing flexibility. The Plan Administrator is expressly
granted the full flexibility permitted by applicable Treasury regulations to
determine the amount of Section 401(k) Deferrals and QNECs used in the ACP
Test. Section 401(k) Deferrals and QNECs taken into account under the ACP Test
do not have to be uniformly determined for each Eligible Participant, and may
represent all or any portion of the Section 401(k) Deferrals and QNECs
allocated to each Eligible Participant, provided the conditions described above
are satisfied. For Plan Years beginning after the first Plan Year.






	 	(d)  	Correction of Excess Aggregate Contributions. If the Plan fails the ACP Test
for a Plan Year, the Plan Administrator may use any combination of the correction
methods under this Section to correct the Excess





	 	 	 
	 
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	 	   	Aggregate Contributions under the Plan. (See Section 17.7(c) for the definition of Excess Aggregate Contributions.)






	 	(1)  	Corrective distribution of Excess Aggregate Contributions. If
the Plan fails the ACP Test for a Plan Year, the Plan Administrator may, in its
discretion, distribute Excess Aggregate Contributions (including any allocable
income or loss) no later than the last day of the following Plan Year to
correct the ACP Test violation. Excess Aggregate Contributions will be
distributed only to the extent they are vested under Article 4, determined as
of the last day of the Plan Year for which the contributions are made to the
Plan. To the extent Excess Aggregate Contributions are not vested, the Excess
Aggregate Contributions, plus any income and minus any loss allocable thereto,
shall be forfeited in accordance with Section 5.3(d)(1). If the Excess
Aggregate Contributions are distributed more than 2 1/2 months after the last day
of the Plan Year in which such excess amounts arose, a 10-percent excise tax
will be imposed on the Employer with respect to such amounts.






	 	(i)  	Amount to be distributed. In determining the
amount of Excess Aggregate Contributions to be distributed to a Highly
Compensated Employee under this Section, Excess Aggregate Contributions
are first allocated equally to the Highly Compensated Employee(s) with
the largest dollar amount of contributions taken into account under the
ACP Test for the Plan Year in which the excess occurs. The Excess
Aggregate Contributions allocated to such Highly Compensated
Employee(s) reduce the dollar amount of the contributions taken into
account under the ACP Test for such Highly Compensated Employee(s)
until all of the Excess Aggregate Contributions are allocated or until
the dollar amount of such contributions for the Highly Compensated
Employee(s) is reduced to the next highest dollar amount of such
contributions for any other Highly Compensated Employee(s). If there
are Excess Aggregate Contributions remaining, the Excess Aggregate
Contributions continue to be allocated in this manner until all of the
Excess Aggregate Contributions are allocated.
	 
	 	(ii)  	Allocable gain or loss. A corrective
distribution of Excess Aggregate Contributions must include any
allocable gain or loss for the Plan Year in which the excess occurs.
For this purpose, allocable gain or loss on Excess Aggregate
Contributions may be determined in any reasonable manner, provided the
manner used is applied uniformly and in a manner that is reasonably
reflective of the method used by the Plan for allocating income to
Participants’ Accounts.
	 
	 	(iii)  	Coordination with other provisions. A
corrective distribution of Excess Aggregate Contributions made by the
end of the Plan Year following the Plan Year in which the excess occurs
may be made without consent of the Participant or the Participant’s
spouse, and without regard to any distribution restrictions applicable
under Article 8 or Article 9. Excess Aggregate Contributions are
treated as Annual Additions for purposes of Code §415 even if
distributed from the Plan. A corrective distribution of Excess
Aggregate Contributions is not treated as a distribution for purposes
of applying the required minimum distribution rules under Article 10.
	 
	 	(iv)  	Accounting for Excess Aggregate Contributions.
Excess Aggregate Contributions are distributed from the following
sources and in the following priority:






	 	(A)  	Employee After-Tax Contributions
that are not matched;
	 
	 	(B)  	proportionately from Employee
After-Tax Contributions not distributed under (A) and related
Employer Matching Contributions that are included in the ACP
Test;
	 
	 	(C)  	Employer Matching Contributions
included in the ACP Test that are not distributed under (B);
	 
	 	(D)  	Section 401(k) Deferrals included
in the ACP Test that are not matched;
	 
	 	(E)  	proportionately from Section
401(k) Deferrals included in the ACP Test that are not
distributed under (D) and related Employer Matching
Contributions that are included in the ACP Test and not
distributed under (B) or (C); and
	 
	 	(F)  	QNECs included in the ACP Test.






	 	(2)  	Making QMACs or QNECs. Regardless of any elections under Part
4B, #18 or Part 4C, #22 of the Agreement, the Employer may make additional
QMACs and/or QNECs to the Plan on behalf of





	 	 	 
	 
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	 	   	the Nonhighly Compensated Employees
in order to correct an ACP Test violation to the extent such amounts are not
used in the ADP Test. Any QMACs contributed under this subsection (2) which are
not specifically authorized under Part 4B, #18 of the Agreement will be
allocated to all Eligible Participants who are Nonhighly Compensated Employees
as a uniform percentage of Section 401(k) Deferrals made during the Plan Year.
Any QNECs contributed under this subsection (2) which are not specifically
authorized under Part 4C, #22 of the Agreement will be allocated to all
Eligible Participants who are Nonhighly Compensated Employees as a uniform
percentage of Included Compensation. See Sections 2.3(c) and (e), as
applicable.






	 	(e)  	Adjustment of contribution rate for Highly Compensated Employees. The Employer
may suspend (or automatically reduce the rate of) Employee After-Tax Contributions for
the Highly Compensated Employee Group, to the extent necessary to satisfy the ACP Test
or to reduce the margin of failure. A suspension or reduction shall not affect Employee
After-Tax Contributions already contributed by the Highly Compensated Employees for the
Plan Year. As of the first day of the subsequent Plan Year, Employee After-Tax
Contributions shall resume at the levels elected by the Highly Compensated Employees.






	17.4  	Multiple Use Test. If both an ADP Test and an ACP Test are run for the Plan Year, and the
Plan does not pass the 1.25 test under either the ADP Test or the ACP Test, the Plan must
satisfy a special Multiple Use Test, unless such Multiple Use Test is repealed or modified by
statute, or other IRS guidance.






	 	(a)  	Aggregate Limit. Under the Multiple Use Test, the sum of the ADP and the ACP
for the Highly Compensated Employee Group may not exceed the Plan’s Aggregate Limit.
For this purpose, the ADP and ACP of the Highly Compensated Employees are determined
after any corrections required to meet the ADP and ACP tests and are deemed to be the
maximum permitted under such tests for the Plan Year. In applying the Multiple Use
Test, the Plan’s Aggregate Limit is the sum of (1) and (2):






	 	(1)  	1.25 times the greater of: (i) the ADP of the Nonhighly
Compensated Employee Group or (ii) the ACP of the Nonhighly Compensated
Employee Group; and
	 
	 	(2)  	the lesser of 2 times or 2 plus the lesser of: (i) the ADP of
the Nonhighly Compensated Employee Group or (ii) the ACP of the Nonhighly
Compensated Employee Group.






	 	   	Alternatively, if it results in a larger amount, the Aggregate Limit is the sum of
(3) and (4):






	 	(3)  	1.25 times the lesser of: (i) the ADP of the Nonhighly
Compensated Employee Group or (ii) the ACP of the Nonhighly Compensated
Employee Group; and
	 
	 	(4)  	the lesser of 2 times or 2 plus the greater of: (i) the ADP of
the Nonhighly Compensated Employee Group or (ii) the ACP of the Nonhighly
Compensated Employee Group.






	 	   	The Aggregate Limit is calculated using the ADP and ACP of the Nonhighly Compensated
Employee Group that is used in performing the ADP Test and ACP Test for the Plan
Year. Thus, if the Prior Year Testing Method is being used, the Aggregate Limit is
calculated by using the applicable percentage of the Nonhighly Compensated Employee
Group for the prior Plan Year. If the Current Year Testing Method is being used, the
Aggregate Limit is calculated by using the applicable percentage of the Nonhighly
Compensated Employee Group for the current Plan Year.
	 
	 	(b)  	Correction of the Multiple Use Test. If the Multiple Use Test is not passed,
the following corrective action will be taken.






	 	(1)  	Corrective distributions. The Plan will make corrective
distributions (or additional corrective distributions, if corrective
distributions are already being made to correct a violation of the ADP Test or
ACP Test), to the extent other corrective action is not taken or such other
action is not sufficient to completely eliminate the Multiple Use Test
violation. Such corrective distributions may be determined as if they were
being made to correct a violation of the ADP Test or a violation of the ACP
Test, or a combination of both, as determined by the Plan Administrator. Any
corrective distribution that is treated as if it were correcting a violation of
the ADP Test will be determined under the rules described in Section 17.2(d).
Any corrective distribution that is treated as if it were correcting a
violation of the ACP Test will be determined under the rules described in
Section 17.3(d).
	 
	 	(2)  	Making QMACs or QNECs. Regardless of any elections under Part
4B, #18 or Part 4C, #22 of the Agreement, the Employer may make additional
QMACs or QNECs, so that the resulting ADP and/or ACP of the Nonhighly
Compensated Employee Group is increased to the extent necessary to satisfy the
Multiple Use Test. Any QMACs contributed under this subsection (2) which are
not specifically authorized under Part 4B, #18 of the Agreement will be
allocated to all Eligible





	 	 	 
	 
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	 	   	Participants who are Nonhighly Compensated Employees as a uniform percentage of Section 401(k) Deferrals made during the Plan Year.
Any QNECs contributed under this subsection (2) which are not specifically
authorized under Part 4C, #22 of the Agreement will be allocated to all
Eligible Participants who are Nonhighly Compensated Employees as a uniform
percentage of Included Compensation. See Sections 2.3(c) and (e), as
applicable.






	17.5  	Special Testing Rules. This Section describes special testing rules that apply to the ADP
Test or the ACP Test. In some cases, the special testing rule is optional, in which case, the
election to use such rule is solely within the discretion of the Plan Administrator.






	 	(a)  	Special rule for determining ADP and ACP of Highly Compensated Employee Group.
When calculating the ADP or ACP of the Highly Compensated Employee Group for any Plan
Year, a Highly Compensated Employee’s Section 401(k) Deferrals, Employee After-Tax
Contributions, and Employer Matching Contributions under all qualified plans maintained
by the Employer are taken into account as if such contributions were made to a single
plan. If the plans have different Plan Years, the contributions made in all Plan Years
that end in the same calendar year are aggregated under this paragraph. This
aggregation rule does not apply to plans that are required to be disaggregated under
Code §410(b).
	 
	 	(b)  	Aggregation of plans. When calculating the ADP Test and the ACP Test, plans
that are permissively aggregated for coverage and nondiscrimination testing purposes
are treated as a single plan. This aggregation rule applies to determine the ADP or ACP
of both the Highly Compensated Employee Group and the Nonhighly Compensated Employee
Group. Any adjustments to the ADP of the Nonhighly Compensated Employee Group for the
prior year will be made in accordance with Notice 98-1 and any superseding guidance,
unless the Employer has elected in Part 4F, #31.b. of the 401(k) Agreement to use the
Current Year Testing Method. Aggregation described in this paragraph is not permitted
unless all plans being aggregated have the same Plan Year and use the same testing
method for the applicable test.
	 
	 	(c)  	Disaggregation of plans.






	 	(1)  	Plans covering Union Employees and non-Union Employees. If the
Plan covers Union Employees and non-Union Employees, the Plan is mandatorily
disaggregated for purposes of applying the ADP Test and the ACP Test into two
separate plans, one covering the Union Employees and one covering the non-Union
Employees. A separate ADP Test must be applied for each disaggregated portion
of the Plan in accordance with applicable Treasury regulations. A separate ACP
Test must be applied to the disaggregated portion of the Plan that covers the
non-Union Employees. The disaggregated portion of the Plan that includes the
Union Employees is deemed to pass the ACP Test.
	 
	 	(2)  	Otherwise excludable Employees. If the minimum coverage test
under Code §410(b) is performed by disaggregating “otherwise excludable
Employees” (i.e., Employees who have not satisfied the maximum age 21 and one
Year of Service eligibility conditions permitted under Code §410(a)), then the
Plan is treated as two separate plans, one benefiting the otherwise excludable
Employees and the other benefiting Employees who have satisfied the maximum age
and service eligibility conditions. If such disaggregation applies, the
following operating rules apply to the ADP Test and the ACP Test.






	 	(i)  	For Plan Years beginning before January 1,
1999, the ADP Test and the ACP Test are applied separately for each
disaggregated plan. If there are no Highly Compensated Employees
benefiting under a disaggregated plan, then no ADP Test or ACP Test is
required for such plan.
	 
	 	(ii)  	For Plan Years beginning after December 31,
1998, instead of the rule under subsection (i), only the disaggregated
plan that benefits the Employees who have satisfied the maximum age and
service eligibility conditions permitted under Code §410(a) is subject
to the ADP Test and the ACP Test. However, any Highly Compensated
Employee who is benefiting under the disaggregated plan that includes
the otherwise excludable Employees is taken into account in such tests.
The Employer may elect to apply the rule in subsection (i) instead.






	 	(3)  	Corrective action for disaggregated plans. Any corrective
action authorized by this Article may be determined separately with respect to
each disaggregated portion of the Plan. A corrective action taken with respect
to a disaggregated portion of the Plan need not be consistent with the method
of correction (if any) used for another disaggregated portion of the Plan. In
the case of a Nonstandardized Agreement, to the extent the Agreement authorizes
the Employer to make discretionary QNECs or discretionary QMACs, the Employer
is expressly permitted to designate





	 	 	 
	 
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	 	   	such QNECs or QMACs as allocable only to Eligible Participants in a particular disaggregated portion of the Plan.






	 	(d)  	Special rules for the Prior Year Testing Method. If the Plan uses the Prior
Year Testing Method, and an election made under subsection (b) or (c) above is
inconsistent with the election made in the prior Plan Year, the plan coverage change
rules described in IRS Notice 98-1 (or other successor guidance) will apply in
determining the ADP and ACP for the Nonhighly Compensated Employee Group.






	17.6  	Safe Harbor 401(k) Plan Provisions. For Plan Years beginning after December 31, 1998, the ADP
Test described in Section 17.2 is deemed to be satisfied for any Plan Year in which the Plan
qualifies as a Safe Harbor 401(k) Plan. In addition, if Employer Matching Contributions are
made for such Plan Year, the ACP Test is deemed satisfied with respect to such contributions
if the conditions of subsection (c) below are satisfied. To qualify as a Safe Harbor 401(k)
Plan, the requirements under this Section 17.6 must be satisfied for the entire Plan Year.
This Section contains the rules that must be met for the Plan to qualify as a Safe Harbor
401(k) Plan.
	 
	   	Part 4E of the Agreement allows the Employer to designate the manner in which it will comply
with the safe harbor requirements. If the Employer wishes to designate the Plan as a Safe
Harbor 401(k) Plan, it should complete Part 4E of the Agreement. The safe harbor provisions
described in this Section are not applicable unless the Plan is identified as a Safe Harbor
401(k) Plan under Part 4E. The election under Part 4E to be a Safe Harbor 401(k) Plan is
effective for all Plan Years beginning with the Effective Date of the Plan (or January 1,
1999, if later) unless the Employer elects otherwise under Appendix B-5.b. of the Agreement.
In addition, to qualify as a Safe Harbor 401(k) Plan, the Current Year Testing Method (as
described in Section 17.3(a)(2)) must be elected under Part 4F, #31 of the Agreement. (See
Section 20.7 for rules regarding the application of the Safe Harbor 401(k) Plan provisions
for Plan Years beginning before the date this Plan is adopted.)






	 	(a)  	Safe harbor conditions. To qualify as a Safe Harbor 401(k) Plan, the Plan must
satisfy the requirements under subsections (1), (2), (3) and (4) below.






	 	(1)  	Safe Harbor Contribution. The Employer must provide a Safe
Harbor Matching Contribution or a Safe Harbor Nonelective Contribution under
the Plan. The Employer must designate the type and amount of the Safe Harbor
Contribution under Part 4E of the Agreement. The Safe Harbor Contribution must
be made to the Plan no later than 12 months following the close of the Plan
Year for which it is being used to qualify the Plan as a Safe Harbor 401(k)
Plan.
	 
	 	   	The Employer may elect under Part 4E, #30 of the Agreement to provide the
Safe Harbor Contribution to all Eligible Participants or only to Eligible
Participants who are Nonhighly Compensated Employees. Alternatively, the
Employer may elect under Part 4E, #30.c. to provide the Safe Harbor
Contribution to all Nonhighly Compensated Employees who are Eligible
Participants and all Highly Compensated Employees who are Eligible
Participants but who are not Key Employees. This permits a Plan providing
the Safe Harbor Nonelective Contribution to use such amounts to satisfy the
top-heavy minimum contribution requirements under Article 16.
	 
	 	   	In determining who is an Eligible Participant for purposes of the Safe
Harbor Contribution, the eligibility conditions applicable to Section 401(k)
Deferrals under Part 1, #5 of the Agreement apply. However, the Employer
may elect under Part 4E, #30.d. to apply a one Year of Service (as defined
in Section 1.4(b)) and an age 21 eligibility condition for the Safe Harbor
Contribution, regardless of the eligibility conditions selected for Section
401(k) Deferrals under Part 1, #5 of the Agreement. Unless elected otherwise
under Part 2, #8.f., column (1) of the Nonstandardized Agreement, the
special eligibility rule under Part 4E, #30.d. will be applied as if the
Employer elected under Part 2, #7.a., column (1) and Part 2, #8.a., column
(1) of the Agreement to use semi-annual Entry Dates following completion of
the minimum age and service conditions. If different eligibility conditions
are selected for the Safe Harbor Contribution, additional testing
requirements may apply in accordance with IRS Notice 2000-3.






	 	(i)  	Safe Harbor Matching Contribution. The Employer
may elect under Part 4E, #27 of the Agreement to make the Safe Harbor
Matching Contribution with respect to each Eligible Participant’s
applicable contributions. For this purpose, an Eligible Participant’s
applicable contributions are the total Section 401(k) Deferrals and
Employee After-Tax Contributions the Eligible Participant makes under
the Plan. However, the Employer may elect under Part 4E, #27.d. to
exclude Employee After-Tax Contributions from the definition of
applicable contributions for purposes of applying the Safe Harbor
Matching Contribution formula.
	 
	 	   	The Safe Harbor Matching Contribution may be made under a basic
formula or an enhanced formula. The basic formula under Part 4E,
#27.a. provides an Employer Matching Contribution that equals:





	 	 	 
	 
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	 	(A)  	100% of the amount of a
Participant’s applicable contributions that do not exceed 3% of
the Participant’s Included Compensation, plus
	 
	 	(B)  	50% of the amount of a
Participant’s applicable contributions that exceed 3%, but do
not exceed 5%, of the Participant’s Included Compensation.






	 	   	The enhanced formula under Part 4E, #27.b. provides an Employer
Matching Contribution that is not less, at each level of applicable
contributions, than the amount required under the basic formula.
Under the enhanced formula, the rate of Employer Matching
Contributions may not increase as an Employee’s rate of applicable
contributions increase.
	 
	 	   	The Plan will not fail to be a Safe Harbor 401(k) Plan merely because
Highly Compensated Employees also receive a contribution under the
Plan. However, an Employer Matching Contribution will not satisfy
this Section if any Highly Compensated Employee is eligible for a
higher rate of Employer Matching Contribution than is provided for
any Nonhighly Compensated Employee who has the same rate of
applicable contributions.
	 
	 	   	In applying the Safe Harbor Matching Contribution formula under Part
4E, #27 of the Agreement, the Employer may elect under Part 4E,
#27.c.(1) to determine the Safe Harbor Matching Contribution on the
basis of all applicable contributions a Participant makes during the
Plan Year. Alternatively, the Employer may elect under Part 4E,
#27.c.(2) – (4) to determine the Safe Harbor Matching Contribution on
a payroll, monthly, or quarterly basis. If the Employer elects to use
a period other than the Plan Year, the Safe Harbor Matching
Contribution with respect to a payroll period must be deposited into
the Plan by the last day of the Plan Year quarter following the Plan
Year quarter for which the applicable contributions are made.
	 
	 	   	In addition to the Safe Harbor Matching Contribution, an Employer may
elect under Part 4B of the Agreement to make Employer Matching
Contributions that are subject to the normal vesting schedule and
distribution rules applicable to Employer Matching Contributions. See
subsection (c) below for a discussion of the effect of such
additional Employer Matching Contributions on the ACP Test.
	 
	 	   	The Employer may amend the Plan during the Plan Year to reduce or
eliminate the Safe Harbor Matching Contribution elected under Part
4E, #27 of the Agreement, provided a supplemental notice is given to
all Eligible Participants explaining the consequences and effective
date of the amendment, and that such Eligible Participants have a
reasonable opportunity (including a reasonable period) to change
their Section 401(k) Deferral and/or Employee After-Tax Contribution
elections, as applicable. The amendment reducing or eliminating the
Safe Harbor Matching Contribution must be effective no earlier than
the later of: (A) 30 days after Eligible Participants are given the
supplemental notice or (B) the date the amendment is adopted.
Eligible Participants must be given a reasonable opportunity (and
reasonable period) prior to the reduction or elimination of the Safe
Harbor Matching Contribution to change their Section 401(k) Deferral
or Employee After-Tax Contribution elections, as applicable. If the
Employer amends the Plan to reduce or eliminate the Safe Harbor
Matching Contribution, the Plan is subject to the ADP Test and ACP
Test for the entire Plan Year.
	 
	 	(ii)  	Safe Harbor Nonelective Contribution. The
Employer may elect under Part 4E, #28 of the Agreement to make a Safe
Harbor Nonelective Contribution of at least 3% of Included
Compensation. The Employer may elect under Part 4E, #28.b. to retain
discretion to increase the amount of the Safe Harbor Nonelective
Contribution in excess of the percentage designated under Part 4E, #28.
In addition, the Employer may provide for additional discretionary
Employer Nonelective Contributions under Part 4C of the Agreement (in
addition to the Safe Harbor Contribution under this Section) which are
subject to the normal vesting schedule and distribution rules
applicable to Employer Nonelective Contributions.






	 	(A)  	Supplemental notice. The Employer
may elect under Part 4E, #28.a. of the Agreement to provide the
Safe Harbor Nonelective Contribution authorized under Part 4E,
#28 only if the Employer provides a supplemental notice to
Participants indicating its intention to provide such Safe
Harbor Nonelective Contribution. If Part 4E, #28.a. is selected,
to qualify as a Safe Harbor 401(k)





	 	 	 
	 
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	 	   	Plan under Part 4E, the Employer must notify its Eligible Employees in the annual notice
described in subsection (4) below that the Employer may provide
the Safe Harbor Nonelective Contribution authorized under Part
4E, #28 of the Agreement and that a supplemental notice will be
provided at least 30 days prior to the last day of the Plan Year
if the Employer decides to make the Safe Harbor Nonelective
Contribution. The supplemental notice indicating the Employer’s
intention to make the Safe Harbor Nonelective Contribution must
be provided no later than 30 days prior to the last day of the
Plan Year for the Plan to qualify as a Safe Harbor 401(k) Plan.
If the Employer selects Part 4E, #28.a. of the Agreement but
does not provide the supplemental notice in accordance with this
paragraph, the Employer is not obligated to make such
contribution and the Plan does not qualify as a Safe Harbor
401(k) Plan. The Plan will qualify as a Safe Harbor 401(k) Plan
for subsequent Plan Years if the appropriate notices are
provided for such years.
	 
	 	(B)  	Separate Plan. The Employer may
elect under Part 4E, #28.c. of the Agreement to provide the
Employer Nonelective Contribution under another Defined
Contribution Plan maintained by the Employer. The Employer
Nonelective Contribution under such other plan must satisfy the
conditions under this Section 17.6 for this Plan to qualify as a
Safe Harbor 401(k) Plan. Under the Standardized Agreement, the
other plan designated under Part 4E, #28.c. must be a Paired
Plan as defined in Section 22.132.






	 	(I)  	Profit sharing
plan Agreement. If the Plan designated under Part 4E,
#28.c. is a profit sharing plan Agreement under this
Prototype Plan, the Employer must select Part 4, #12.f.
under the profit sharing plan Nonstandardized Agreement
or Part 4, #12.e. under the profit sharing plan
Standardized Agreement, as applicable. The Employer may
elect to provide other Employer Contributions under Part
4, #12 of the profit sharing plan Agreement, however,
the first amounts allocated under the profit sharing
plan Agreement will be the Safe Harbor Nonelective
Contribution required under the 401(k) plan Agreement.
Any Employer Contributions designated under Part 4, #12
of the profit sharing plan Agreement are in addition to
the Safe Harbor Contribution required under the 401(k)
plan Agreement. (If the only Employer Contribution to be
made under the profit sharing plan Agreement is the Safe
Harbor Nonelective Contribution, no other selection need
be completed under Part 4 of the profit sharing plan
Agreement (other than Part 4, #12.f. of the
Nonstandardized Agreement or Part 4, #12.e. of the
Standardized Agreement, as applicable).)
	 
	 	   	If the Employer elects to provide the Safe Harbor
Nonelective Contribution under the profit sharing
plan Agreement, the Employer must select either the
Pro Rata Allocation Method under Part 4, #13.a. or
the Permitted Disparity Method under Part 4, #13.b.
of the profit sharing plan Agreement. If the Employer
elects the Pro Rata Allocation Method, the first
amounts allocated under the Pro Rata Allocation
Method will be deemed to be the Safe Harbor
Nonelective Contribution as required under the 401(k)
plan Agreement. To the extent required under the
401(k) plan Agreement, such amounts are subject to
the conditions for Safe Harbor Nonelective
Contributions described in subsections (2) – (4)
below, without regard to any contrary elections under
the Agreement.
	 
	 	   	If the Employer elects the Permitted Disparity
Method, the Safe Harbor Nonelective Contribution
required under the 401(k) plan Agreement will be
allocated before applying the Permitted Disparity
Method of allocation. To the extent required under
the 401(k) plan Agreement, such amounts are subject
to the conditions for Safe Harbor Nonelective
Contributions described in subsections (2) – (4)
below without regard to any contrary elections under
the Agreement. If additional amounts are contributed
under the profit sharing plan Agreement, such amounts
will be allocated under the Permitted Disparity
Method. The Safe Harbor Nonelective Contribution may





	 	 	 
	 
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	 	   	not be taken into account in applying the Permitted
Disparity Method of allocation.
	 
	 	(II)  	Money purchase
plan Agreement. If the Plan designated under Part 4E,
#28.c. is a money purchase plan Agreement under this
Prototype Plan, the Employer must select Part 4, #12.f.
under the money purchase plan Nonstandardized Agreement
or Part 4, #12.d. under the money purchase plan
Standardized Agreement, as applicable. The Employer may
elect to provide other Employer Contributions under Part
4, #12 of the money purchase plan Agreement, however,
the first amounts allocated under the money purchase
plan Agreement will be the Safe Harbor Nonelective
Contribution required under the 401(k) plan Agreement.
Any Employer Contributions designated under Part 4, #12
of the money purchase plan Agreement are in addition to
the Safe Harbor Contribution. (If the only Employer
Contribution to be made under the money purchase plan
Agreement is the Safe Harbor Nonelective Contribution,
no other need be completed under Part 4 of the money
purchase plan Agreement (other than Part 4, #12.f. of
the Nonstandardized Agreement or Part 4, #12.d. of the
Standardized Agreement, as applicable).)
	 
	 	   	If the Employer elects to make a Safe Harbor
Contribution under the money purchase plan Agreement,
the first amounts allocated under the Plan will be
deemed to be the Safe Harbor Nonelective Contribution
as required under the 401(k) plan Agreement. Such
amounts will be allocated equally to all Eligible
Participants as defined under the 401(k) plan
Agreement. To the extent required under the 401(k)
plan Agreement, such amounts are subject to the
conditions for Safe Harbor Nonelective Contributions
described in subsections (2) – (4) below, without
regard to any contrary elections under the Agreement.
If the Employer elects the Permitted Disparity Method
of contribution, the Safe Harbor Nonelective
Contribution required under the 401(k) plan Agreement
will be allocated before applying the Permitted
Disparity Method. The Safe Harbor Nonelective
Contribution may not be taken into account in
applying the Permitted Disparity Method of
contribution.






	 	(C)  	Elimination of Safe Harbor
Nonelective Contribution. The Employer may amend the Plan during
the Plan Year to reduce or eliminate the Safe Harbor Nonelective
Contribution elected under Part 4E of the Agreement. The
Employer must notify all Eligible Participants of the amendment
and must provide each Eligible Participants with a reasonable
opportunity (including a reasonable period) to change their
Section 401(k) Deferral and/or Employee After-Tax Contribution
elections, as applicable. The amendment reducing or eliminating
the Safe Harbor Nonelective Contribution must be effective no
earlier than the later of: (A) 30 days after Eligible
Participants are notified of the amendment or (B) the date the
amendment is adopted. If the Employer reduces or eliminates the
Safe Harbor Nonelective Contribution during the Plan Year, the
Plan is subject to the ADP Test (and ACP Test, if applicable)
for the entire Plan Year.






	 	(2)  	Full and immediate vesting. The Safe Harbor Contribution under
subsection (1) above must be 100% vested, regardless of the Employee’s length
of service, at the time the contribution is made to the Plan. Any additional
amounts contributed under the Plan may be subject to a vesting schedule.
	 
	 	(3)  	Distribution restrictions. Distributions of the Safe Harbor
Contribution under subsection (1) must be restricted in the same manner as
Section 401(k) Deferrals under Article 8, except that such contributions may
not be distributed upon Hardship. See Section 8.6(c).
	 
	 	(4)  	Annual notice. Each Eligible Participant under the Plan must
receive a written notice describing the Participant’s rights and obligations
under the Plan, including a description of: (i) the Safe Harbor Contribution
formula being used under the Plan; (ii) any other contributions under the Plan;
(iii) the plan to which the Safe Harbor Contributions will be made (if
different from this Plan); (iv) the type and amount of Included Compensation
that may be deferred under the Plan; (v) the administrative requirements for
making and changing Section 401(k) Deferral elections; and (vi) the withdrawal
and vesting provisions under the Plan. For any Plan Year that began in 1999,
the





	 	 	 
	 
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	 	   	notice requirements described in this paragraph are deemed satisfied if the
notice provided satisfied a reasonable, good faith interpretation of the notice
requirements under Code §401(k)(12). (See subsection (1)(ii) above for a
special supplemental notice that may need to be provided to qualify as a Safe
Harbor 401(k) Plan.)
	 
	 	   	Each Eligible Participant must receive the annual notice within a reasonable
period before the beginning of the Plan Year (or within a reasonable period
before an Employee becomes an Eligible Participant, if later). For this
purpose, an Employee will be deemed to have received the notice in a timely
manner if the Employee receives such notice at least 30 days and no more
than 90 days before the beginning of the Plan Year. For an Employee who
becomes an Eligible Participant during a Plan Year, the notice will be
deemed timely if it is provided no more than 90 days prior to the date the
Employee becomes an Eligible Participant. For Plan Years that began on or
before April 1, 1999, the notice requirement under this subsection will be
satisfied if the notice was provided by March 1, 1999. If an Employer first
designates the Plan as a Safe Harbor 401(k) Plan for a Plan Year that begins
on or after January 1, 2000 and on or before June 1, 2000, the notice
requirement under this subsection will be satisfied if the notice was
provided by May 1, 2000.






	 	(b)  	Deemed compliance with ADP Test. If the Plan satisfies all the conditions under
subsection (a) above to qualify as a Safe Harbor 401(k) Plan, the Plan is deemed to
satisfy the ADP Test for the Plan Year. This Plan will not be deemed to satisfy the ADP
Test for a Plan Year if an Eligible Participant is covered under another Safe Harbor
401(k) Plan maintained by the Employer which uses the provisions under this Section to
comply with the ADP Test.
	 
	 	(c)  	Deemed compliance with ACP Test. If the Plan satisfies all the conditions under
subsection (a) above to qualify as a Safe Harbor 401(k) Plan, the Plan is deemed to
satisfy the ACP Test for the Plan Year with respect to Employer Matching Contributions
(including Employer Matching Contributions that are not used to qualify as a Safe
Harbor 401(k) Plan), provided the following conditions are satisfied. If the Plan does
not satisfy the requirements under this subsection (c) for a Plan Year, the Plan must
satisfy the ACP Test for such Plan Year in accordance with subsection (d) below.






	 	(1)  	Only Employer Matching Contributions are Safe Harbor Matching
Contributions under basic formula. If the only Employer Matching Contribution
formula provided under the Plan is a basic safe harbor formula under Part 4E,
#27.a. of the Agreement, the Plan is deemed to satisfy the ACP Test, without
regard to the conditions under subsections (2) – (5) below.
	 
	 	(2)  	Limit on contributions eligible for Employer Matching
Contributions. If Employer Matching Contributions are provided (other than just
Employer Matching Contributions under a basic safe harbor formula) the total
Employer Matching Contributions provided under the Plan (whether or not such
Employer Matching Contributions are provided under a Safe Harbor Matching
Contribution formula) must not apply to any Section 401(k) Deferrals or
Employee After-Tax Contributions that exceed 6% of Included Compensation. If an
Employer Matching Contribution formula applies to both Section 401(k) Deferrals
and Employee After-Tax Contributions, then the sum of such contributions that
exceed 6% of Included Compensation must be disregarded under the formula.
	 
	 	(3)  	Limit on discretionary Employer Matching Contributions. For
Plan Years beginning after December 31, 1999, the Plan will not satisfy the ACP
Safe Harbor if the Employer elects to provide discretionary Employer Matching
Contributions in addition to the Safe Harbor Matching Contribution, unless the
Employer limits the aggregate amount of such discretionary Employer Matching
Contributions under Part 4B, #16.b. to no more than 4 percent of the Employee’s
Included Compensation.
	 
	 	(4)  	Rate of Employer Matching Contribution may not increase. The
Employer Matching Contribution formula may not provide a higher rate of match
at higher levels of Section 401(k) Deferrals or Employee After-Tax
Contributions.
	 
	 	(5)  	Limit on Employer Matching Contributions for Highly Compensated
Employees. The Employer Matching Contributions made for any Highly Compensated
Employee at any rate of Section 401(k) Deferrals and/or Employee After-Tax
Contributions cannot be greater than the Employer Matching Contributions
provided for any Nonhighly Compensated Employee at the same rate of Section
401(k) Deferrals and/or Employee After-Tax Contributions.
	 
	 	(6)  	Employee After-Tax Contributions. If the Plan permits Employee
After-Tax Contributions, such contributions must satisfy the ACP Test,
regardless of whether the Employer Matching Contributions under Plan are deemed
to satisfy the ACP Test under this subsection (c). The ACP Test must be
performed in accordance with subsection (d) below.





	 	 	 
	 
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	 	(d)  	Rules for applying the ACP Test. If the ACP Test must be performed under a Safe
Harbor 401(k) Plan, either because there are Employee After-Tax Contributions, or
because the Employer Matching Contributions do not satisfy the conditions described in
subsection (c) above, the Current Year Testing Method must be used to perform such
test, even if the Agreement specifies that the Prior Year Testing Method applies. In
addition, the testing rules provided in IRS Notice 98-52 (or any successor guidance)
are applicable in applying the ACP Test.
	 
	 	(e)  	Aggregated plans. If the Plan is aggregated with another plan under Section
17.5(a) or (b), then the Plan is not a Safe Harbor 401(k) Plan unless the conditions of
this Section are satisfied on an aggregated basis.
	 
	 	(f)  	First year of plan. To qualify as a Safe Harbor 401(k) Plan, the Plan Year must
be a 12-month period, except for the first year of the Plan, in which case the Plan may
have a short Plan Year. In no case may the Plan have a short Plan Year of less than 3
months.
	 
	 	   	If the Plan has an initial Plan Year that is less than 12 months, for purposes of
applying the Annual Additions Limitation under Article 7, the Limitation Year will
be the 12-month period ending on the last day of the short Plan Year. Thus, no
proration of the Defined Contribution Dollar Limitation will be required. (See
Section 7.4(e).) In addition, the Employer’s Included Compensation will be
determined for the 12-month period ending on the last day of the short Plan Year.






	17.7  	Definitions. The following definitions apply for purposes of applying the provisions of this
Article 17.






	 	(a)  	ACP - Average Contribution Percentage. The ACP for a group is the average of
the contribution percentages calculated separately for each Eligible Participant in the
group. An Eligible Participant’s contribution percentage is the ratio of the
contributions made on behalf of the Participant that are included under the ACP Test,
expressed as a percentage of the Participant’s Testing Compensation for the Plan Year.
For this purpose, the contributions included under the ACP Test are the sum of the
Employee After-Tax Contributions, Employer Matching Contributions, and QMACs (to the
extent not taken into account for purposes of the ADP test) made under the Plan on
behalf of the Participant for the Plan Year. The ACP may also include other
contributions as provided in Section 17.3(c), if applicable.
	 
	 	(b)  	ADP - Average Deferral Percentage. The ADP for a group is the average of the
deferral percentages calculated separately for each Eligible Participant in the group.
A Participant’s deferral percentage is the ratio of the Participant’s deferral
contributions expressed as a percentage of the Participant’s Testing Compensation for
the Plan Year. For this purpose, a Participant’s deferral contributions include any
Section 401(k) Deferrals made pursuant to the Participant’s deferral election,
including Excess Deferrals of Highly Compensated Employees (but excluding Excess
Deferrals of Nonhighly Compensated Employees). The ADP may also include other
contributions as provided in Section 17.2(c), if applicable.
	 
	 	   	In determining a Participant’s deferral percentage for the Plan Year, a deferral
contribution may be taken into account only if such contribution is allocated to the
Participant’s Account as of a date within the Plan Year. For this purpose, a
deferral contribution may only be allocated to a Participant’s Account within a
particular Plan Year if the deferral contribution is actually paid to the Trust no
later than the end of the 12-month period immediately following that Plan Year
and the deferral contribution relates to Included Compensation that (1)
would otherwise have been received by the Participant in that Plan Year or (2) is
attributable to services performed in that Plan Year and would otherwise have been
received by the Participant within 2 1/2 months after the close of that Plan Year. No
formal election need be made by the Employer to use the 2 1/2-month rule described in
the preceding sentence. However, deferral contributions may only be taken into
account for a single Plan Year.
	 
	 	(c)  	Excess Aggregate Contributions. Excess Aggregate Contributions for a Plan Year
are the amounts contributed on behalf of the Highly Compensated Employees that exceed
the maximum amount permitted under the ACP Test for such Plan Year. The total dollar
amount of Excess Aggregate Contributions for a Plan Year is determined by calculating
the amount that would have to be distributed to the Highly Compensated Employees if the
distributions were made first to the Highly Compensated Employee(s) with the highest
contribution percentage until either:






	 	(1)  	the adjusted ACP for the Highly Compensated Employee Group
would reach a percentage that satisfies the ACP Test, or
	 
	 	(2)  	the contribution percentage of the Highly Compensated
Employee(s) with the next highest contribution percentage would be reached.






	 	   	This process is repeated until the adjusted ACP for the Highly Compensated Employee Group would
satisfy the ACP Test. The total dollar amount so determined is then divided among the Highly
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	 	   	Employee Group in the manner described in Section 17.3(d)(1) to determine the
actual corrective distributions to be made.
	 
	 	(d)  	Excess Contributions. Excess Contributions for a Plan Year are the amounts taken
into account in computing the ADP of the Highly Compensated Employees that exceed the
maximum amount permitted under the ADP Test for such Plan Year. The total dollar amount
of Excess Contributions for a Plan Year is determined by calculating the amount that
would have to be distributed to the Highly Compensated Employees if the distributions
were made first to the Highly Compensated Employee(s) with the highest deferral
percentage until either:






	 	(1)  	the adjusted ADP for the Highly Compensated Employee Group would
reach a percentage that satisfies the ADP Test, or
	 
	 	(2)  	the deferral percentage of the Highly Compensated Employee(s) with
the next highest deferral percentage would be reached.






	 	   	This process is repeated until the adjusted ADP for the Highly Compensated Employee
Group would satisfy the ADP test. The total dollar amount so determined is then
divided among the Highly Compensated Employee Group in the manner described in Section
17.2(d)(1) to determine the actual corrective distributions to be made.
	 
	 	(e)  	Highly Compensated Employee Group. The Highly Compensated Employee Group is the
group of Eligible Participants who are Highly Compensated Employees for the current Plan
Year. An Employee who makes a one-time irrevocable election not to participate in
accordance with Section 1.10 (if authorized under Part 13, #75 of the Nonstandardized
Agreement) will not be treated as an Eligible Participant.
	 
	 	(f)  	Nonhighly Compensated Employee Group. The Nonhighly Compensated Employee Group is
the group of Eligible Participants who are Nonhighly Compensated Employees for the
applicable Plan Year. If the Prior Year Testing Method is selected under Part 4F of the
Agreement, the Nonhighly Compensated Employee Group is the group of Eligible
Participants in the prior Plan Year who were Nonhighly Compensated Employees for that
year. If the Current Year Testing Method is selected under Part 4F of the Agreement, the
Nonhighly Compensated Employee Group is the group of Eligible Participants who are
Nonhighly Compensated Employees for the current Plan Year. An Employee who makes a
one-time irrevocable election not to participate in accordance with Section 1.10 (if
authorized under Part 13, #75 of the Nonstandardized Agreement) will not be treated as
an Eligible Participant.
	 
	 	(g)  	QMACs - Qualified Matching Contribution. To the extent authorized under Part 4B,
#18 of the Agreement, QMACs are Employer Matching Contributions which are 100% vested
when contributed to the Plan and are subject to the distribution restrictions applicable
to Section 401(k) Deferrals under Article 8, except that no portion of a Participant’s
QMAC Account may be distributed from the Plan on account of Hardship. See Section
8.6(c).
	 
	 	(h)  	QNECs - Qualified Nonelective Contributions. To the extent authorized under Part
4C, #22 of the Agreement, QNECs are Employer Nonelective Contributions which are 100%
vested when contributed to the Plan and are subject to the distribution restrictions
applicable to Section 401(k) Deferrals under Article 8, except that no portion of a
Participant’s QNEC Account may be distributed from the Plan on account of Hardship. See
Section 8.6(c).
	 
	 	(i)  	Testing Compensation. In determining the Testing Compensation used for purposes
of applying the ADP Test, the ACP Test, and the Multiple Use Test, the Plan
Administrator is not bound by any elections made under Part 3 of the Agreement with
respect to Total Compensation or Included Compensation under the Plan. The Plan
Administrator may determine on an annual basis (and within its discretion) the
components of Testing Compensation for purposes of applying the ADP Test, the ACP Test
and the Multiple Use Test. Testing Compensation must qualify as a nondiscriminatory
definition of compensation under Code §414(s) and the regulations thereunder and must be
applied consistently to all Participants. Testing Compensation may be determined over
the Plan Year for which the applicable test is being performed or the calendar year
ending within such Plan Year. In determining Testing Compensation, the Plan
Administrator may take into consideration only the compensation received while the
Employee is an Eligible Participant under the component of the Plan being tested. In no
event may Testing Compensation for any Participant exceed the Compensation Dollar
Limitation defined in Section 22.32. In determining Testing Compensation, the Plan
Administrator may exclude amounts paid to an individual as severance pay to the extent
such amounts are paid after the common-law employment relationship between the
individual and the Employer has terminated, provided such amounts also are excluded in
determining Total Compensation under 22.197.





	 	 	 
	 
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ARTICLE 18

PLAN AMENDMENTS AND TERMINATION




This Article contains the rules regarding the ability of the Prototype Sponsor or Employer to make
Plan amendments and the effect of such amendments on the Plan. This Article also contains the rules
for administering the Plan upon termination and the effect of Plan termination on Participants’
benefits and distribution rights.





	18.1  	Plan Amendments.






	 	(a)  	Amendment by the Prototype Sponsor. The Prototype Sponsor may amend the
Prototype Plan on behalf of each adopting Employer who is maintaining the Plan at the
time of the amendment. An amendment by the Prototype Sponsor to the Basic Plan Document
does not require consent of the adopting Employers, nor does an adopting Employer have
to reexecute its Agreement with respect to such an amendment. The Prototype Sponsor
will provide each adopting Employer a copy of the amended Basic Plan Document (either
by providing substitute or additional pages, or by providing a restated Basic Plan
Document). An amendment by the Prototype Sponsor to any Agreement offered under the
Prototype Plan is not effective with respect to an Employer’s Plan unless the Employer
reexecutes the amended Agreement.






If the Prototype Plan is amended by the mass submitter, the mass submitter is
treated as the agent of the Prototype Sponsor. If the Prototype Sponsor does not
adopt any amendments made by the mass submitter, the Prototype Plan will no longer
be identical to or a minor modifier of the mass submitter Prototype Plan.




	 	(b)  	Amendment by the Employer. The Employer shall have the right at any time to
amend the Agreement in the following manner without affecting the Plan’s status as a
Prototype Plan. (The ability to amend the Plan as authorized under this Section applies
only to the Employer that executes the Signature Page of the Agreement. Any amendment
to the Plan by the Employer under this Section also applies to any Related Employer
that participates under the Plan as a Co-Sponsor.)






	 	(1)  	The Employer may change any optional selections under the
Agreement.
	 
	 	(2)  	The Employer may add additional language where authorized under
the Agreement, including language necessary to satisfy Code §415 or Code §416
due to the aggregation of multiple plans.
	 
	 	(3)  	The Employer may change the administrative selections under
Part 12 of the Agreement by replacing the appropriate page(s) within the
Agreement. Such amendment does not require reexecution of the Signature Page of
the Agreement.
	 
	 	(4)  	The Employer may add any model amendments published by the IRS
which specifically provide that their adoption will not cause the Plan to be
treated as an individually designed plan.
	 
	 	(5)  	The Employer may adopt any amendments that it deems necessary
to satisfy the requirements for resolving qualification failures under the IRS’
compliance resolution programs.
	 
	 	(6)  	The Employer may adopt an amendment to cure a coverage or
nondiscrimination testing failure, as permitted under applicable Treasury
regulations.






The Employer may amend the Plan at any time for any other reason, including a waiver
of the minimum funding requirement under Code §412(d). However, such an amendment
will cause the Plan to lose its status as a Prototype Plan and become an
individually designed plan.




The Employer’s amendment of the Plan from one type of Defined Contribution Plan
(e.g., a money purchase plan) into another type of Defined Contribution Plan (e.g.,
a profit sharing plan) will not result in a partial termination or any other event
that would require full vesting of some or all Plan Participants.




Any amendment that affects the rights, duties or responsibilities of the Trustee or
Plan Administrator may only be made with the Trustee’s or Plan Administrator’s
written consent. Any amendment to the Plan must be in writing and a copy of the
resolution (or similar instrument) setting forth such amendment (with the applicable
effective date of such amendment) must be delivered to the Trustee.




No amendment may authorize or permit any portion of the assets held under the Plan
to be used for or diverted to a purpose other than the exclusive benefit of
Participants or their Beneficiaries, except to the extent such assets are used to
pay taxes or administrative expenses of the Plan. An amendment also may not cause or
permit any portion of the assets held under the Plan to revert to or become property
of the Employer.



	 	 	 
	 
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	 	(c)  	Protected Benefits. Except as permitted under statute (such as Code
§412(c)(8)), regulations (such as Treas. Reg. §1.411(d)-4), or other IRS guidance of
general applicability, no Plan amendment (or other transaction having the effect of a
Plan amendment, such as a merger, acquisition, plan transfer, or similar transaction)
may reduce a Participant’s Account Balance or eliminate or reduce a Protected Benefit
to the extent such Protected Benefit relates to amounts accrued prior to the adoption
date (or effective date, if later) of the Plan amendment. For this purpose, Protected
Benefits include any early retirement benefits, retirement-type subsidies, and optional
forms of benefit (as defined under the regulations). If the adoption of this Plan will
result in the elimination of a Protected Benefit, the Employer may preserve such
Protected Benefit by identifying the Protected Benefit in accordance with Part 13, #58
of the Agreement [Part 13, #76 of the 401(k) Agreement]. Failure to identify Protected
Benefits under the Agreement will not override the requirement that such Protected
Benefits be preserved under this Plan. The availability of each optional form of
benefit under the Plan must not be subject to Employer discretion.






Effective for amendments adopted and effective on or after September 6, 2000, if the
Plan is a profit sharing plan or a 401(k) plan, the Employer may eliminate all
annuity and installment forms of distribution (including the QJSA form of benefit to
the extent the Plan is not required to offer such form of benefit under Article 9),
provided the Plan offers a single-sum distribution option that is available at the
same time as the annuity or installment options that are being eliminated. If the
Plan is a money purchase plan or a target benefit plan, the Employer may not
eliminate the QJSA form of benefit. However, the Employer may eliminate all other
annuity and installment forms of distribution, provided the Plan offers a single-sum
distribution option that is available at the same time as the annuity or installment
options that are being eliminated. Any amendment eliminating an annuity or
installment form of distribution may not be effective until the earlier of: (1) the
date which is the 90th day following the date a summary of the amendment
is furnished to the Participant which satisfies the requirements under DOL Reg.
§2520.104b-3 or (2) the first day of the second Plan Year following the Plan Year in
which the amendment is adopted.




	18.2  	Plan Termination. The Employer may terminate this Plan at any time by delivering to the
Trustee and Plan Administrator written notice of such termination.






	 	(a)  	Full and immediate vesting. Upon a full or partial termination of the Plan (or
in the case of a profit sharing plan, the complete discontinuance of contributions),
all amounts credited to an affected Participant’s Account become 100% vested,
regardless of the Participant’s vested percentage determined under Article 4. The Plan
Administrator has discretion to determine whether a partial termination has occurred.
	 
	 	(b)  	Distribution procedures. Upon the termination of the Plan, the Plan
Administrator shall direct the distribution of Plan assets to Participants in
accordance with the provisions under Article 8. For this purpose, distribution shall be
made to Participants with vested Account Balances of $5,000 or less in lump sum as soon
as administratively feasible following the Plan termination, regardless of any contrary
election under Part 9, #34 of the Agreement [Part 9, #52 of the 401(k) Agreement]. For
Participants with vested Account Balances in excess of $5,000, distribution will be
made through the purchase of deferred annuity contracts which protect all Protected
Benefits under the Plan, unless a Participant elects to receive an immediate
distribution in any form of payment permitted under the Plan. If an immediate
distribution is elected in a form other than a lump sum, the distribution will be
satisfied through the purchase of an immediate annuity contract. Distributions will be
made as soon as administratively feasible following the Plan termination, regardless of
any contrary election under Part 9, #33 of the Agreement [Part 9, #51 of the 401(k)
Agreement]. The references in this paragraph to $5,000 shall be deemed to mean $3,500,
prior to the time the $5,000 threshold becomes effective under the Plan (as determined
in Section 8.3(f)).






For purposes of applying the provisions of this subsection (b), distribution may be
delayed until the Employer receives a favorable determination letter from the IRS as
to the qualified status of the Plan upon termination, provided the determination
letter request is made within a reasonable period following the termination of the
Plan.




	 	(1)  	Special rule for certain profit sharing plans. If this Plan is
a profit sharing plan, distribution will be made to all Participants, without
consent, as soon as administratively feasible following the termination of the
Plan, without regard to the value of the Participants’ vested Account Balance.
This special rule applies only if the Plan does not provide for an annuity
option under Part 11 of the Agreement and the Employer does not maintain any
other Defined Contribution Plan (other than an ESOP) at any time between the
termination of the Plan and the distribution.
	 
	 	(2)  	Special rule for 401(k) plans. Section 401(k) Deferrals, QMACs,
QNECs, Safe Harbor Matching Contributions and Safe Harbor Nonelective
Contributions under a 401(k) plan (as well as transferred assets (see Section
3.3(c)(3)) which are subject to the distribution restrictions applicable to
Section 401(k) Deferrals) may be distributed in a lump sum upon Plan
termination only if the Employer does not maintain a Successor Plan at any time
during the period beginning on the date of termination and ending 12 months
after the final distribution of all Plan assets. For this purpose,





	 	 	 
	 
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a Successor
Plan is any Defined Contribution Plan, other than an ESOP (as defined in Code
§4975(e)(7)), a SEP (as defined in Code §408(k)), or a SIMPLE IRA (as defined
in Code §408(p)). A plan will not be considered a Successor Plan, if at all
times during the 24-month period beginning 12 months before the Plan
termination, fewer than 2% of the Eligible Participants under the 401(k) plan
are eligible under such plan. A distribution of these contributions may be made
to the extent another distribution event permits distribution of such amounts.




	 	(3)  	Plan termination not distribution event if assets are
transferred to another Plan. If, pursuant to the termination of the Plan, the
Employer enters into a transfer agreement to transfer the assets of the
terminated Plan to another plan maintained by the Employer (or by a successor
employer in a transaction involving the acquisition of the Employer’s stock or
assets, or other similar transaction), the termination of the Plan is not a
distribution event and the distribution procedures above do not apply. Prior to
the transfer of the assets, distribution of a Participant’s Account Balance may
be made from the terminated Plan only to a Participant (or Beneficiary, if
applicable) who is otherwise eligible for distribution without regard to the
Plan’s termination. Otherwise, benefits will be distributed from the transferee
plan in accordance with the terms of that plan (subject to the protection of
any Protected Benefits that must be continued with respect to the transferred
assets).






	 	(c)  	Termination upon merger, liquidation or dissolution of the Employer. The Plan
shall terminate upon the liquidation or dissolution of the Employer or the death of the
Employer (if the Employer is a sole proprietor) provided however, that in any such
event, arrangements may be made for the Plan to be continued by any successor to the
Employer.






	18.3  	Merger or Consolidation. In the event the Plan is merged or consolidated with another plan,
each Participant must be entitled to a benefit immediately after such merger or consolidation
that is at least equal to the benefit the Participant would have been entitled to had the Plan
terminated immediately before such merger or consolidation. (See Section 4.1(d) for rules
regarding vesting following a merger or consolidation.) The Employer may authorize the Trustee
to enter into a merger agreement with the Trustee of another plan to effect such merger or
consolidation. A merger agreement entered into by the Trustee is not part of this Plan and
does not affect the Plan’s status as a Prototype Plan. (See Section 3.3 for the applicable
rules where amounts are transferred to this Plan from another plan.)





	 	 	 
	 
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ARTICLE 19

MISCELLANEOUS




This Article contains miscellaneous provisions concerning the Employer’s and Participants’ rights
and responsibilities under the Plan.





	19.1  	Exclusive Benefit. Except as provided under Section 19.2, no part of the Plan assets
(including any corpus or income of the Trust) may revert to the Employer prior to the
satisfaction of all liabilities under the Plan nor will such Plan assets be used for, or
diverted to, a purpose other than the exclusive benefit of Participants or their
Beneficiaries.
	 
	19.2  	Return of Employer Contributions. Upon written request by the Employer, the Trustee must
return any Employer Contributions provided that the circumstances and the time frames
described below are satisfied. The Trustee may request the Employer to provide additional
information to ensure the amounts may be properly returned. Any amounts returned shall not
include earnings, but must be reduced by any losses.






	 	(a)  	Mistake of fact. Any Employer Contributions made because of a mistake of fact
must be returned to the Employer within one year of the contribution.
	 
	 	(b)  	Disallowance of deduction. Employer Contributions to the Trust are made with
the understanding that they are deductible. In the event the deduction of an Employer
Contribution is disallowed by the IRS, such contribution (to the extent disallowed)
must be returned to the Employer within one year of the disallowance of the deduction.
	 
	 	(c)  	Failure to initially qualify. Employer Contributions to the Plan are made with
the understanding, in the case of a new Plan, that the Plan satisfies the qualification
requirements of Code §401(a) as of the Plan’s Effective Date. In the event that the
Internal Revenue Service determines that the Plan is not initially qualified under the
Code, any Employer Contributions (and allocable earnings) made incident to that initial
qualification must be returned to the Employer within one year after the date the
initial qualification is denied, but only if the application for the qualification is
made by the time prescribed by law for filing the employer’s return for the taxable
year in which the plan is adopted, or such later date as the Secretary of the Treasury
may prescribe.






	19.3  	Alienation or Assignment. Except as permitted under applicable statute or regulation, a
Participant or Beneficiary may not assign, alienate, transfer or sell any right or claim to a
benefit or distribution from the Plan, and any attempt to assign, alienate, transfer or sell
such a right or claim shall be void, except as permitted by statute or regulation. Any such
right or claim under the Plan shall not be subject to attachment, execution, garnishment,
sequestration, or other legal or equitable process. This prohibition against alienation or
assignment also applies to the creation, assignment, or recognition of a right to a benefit
payable with respect to a Participant pursuant to a domestic relations order, unless such
order is determined to be a QDRO pursuant to Section 11.5, or any domestic relations order
entered before January 1, 1985.
	 
	19.4  	Participants’ Rights. The adoption of this Plan by the Employer does not give any
Participant, Beneficiary, or Employee a right to continued employment with the Employer and
does not affect the Employer’s right to discharge an Employee or Participant at any time. This
Plan also does not create any legal or equitable rights in favor of any Participant,
Beneficiary, or Employee against the Employer, Plan Administrator or Trustee. Unless the
context indicates otherwise, any amendment to this Plan is not applicable to determine the
benefits accrued (and the extent to which such benefits are vested) by a Participant or former
Employee whose employment terminated before the effective date of such amendment, except where
application of such amendment to the terminated Participant or former Employee is required by
statute, regulation or other guidance of general applicability. Where the provisions of the
Plan are ambiguous as to the application of an amendment to a terminated Participant or former
Employee, the Plan Administrator has the authority to make a final determination on the proper
interpretation of the Plan.
	 
	19.5  	Military Service. To the extent required under Code §414(u), an Employee who returns to
employment with the Employer following a period of qualified military service will receive any
contributions, benefits and service credit required under Code §414(u), provided the Employee
satisfies all applicable requirements under the Code and regulations.
	 
	19.6  	Paired Plans. If the Employer adopts more than one Standardized Agreement, each of the
Standardized Agreements are considered to be Paired Plans, provided the Employer completes
Part 13, #54 of the Agreement [Part 13, #72 of the 401(k) Agreement] in a manner which ensures
the plans together comply with the Annual Additions Limitation, as described in Article 7, and
the Top-Heavy Plan rules, as described in Article 16. If the Employer adopts Paired Plans,
each Plan must have the same Plan Year.





	 	 	 
	 
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	19.7  	Annuity Contract. Any annuity contract distributed under the Plan must be nontransferable. In
addition, the terms of any annuity contract purchased and distributed to a Participant or to a
Participant’s spouse must comply with all requirements under this Plan.
	 
	19.8  	Use of IRS compliance programs. Nothing in this Plan document should be construed to limit
the availability of the IRS’ voluntary compliance programs, including the IRS Administrative
Policy Regarding Self-Correction (APRSC) program. An Employer may take whatever corrective
actions are permitted under the IRS voluntary compliance programs, as is deemed appropriate by
the Plan Administrator or Employer.
	 
	19.9  	Loss of Prototype Status. If the Plan as adopted by the Employer fails to attain or retain
qualification, such Plan will no longer qualify as a Prototype Plan and will be considered an
individually-designed plan.
	 
	19.10  	Governing Law. The provisions of this Plan shall be construed, administered, and enforced in
accordance with the provisions of applicable Federal Law and, to the extent applicable, the
laws of the state in which the Trustee has its principal place of business. The foregoing
provisions of this Section shall not preclude the Employer and the Trustee from agreeing to a
different state law with respect to the construction, administration and enforcement of the
Plan.
	 
	19.11  	Waiver of Notice. Any person entitled to a notice under the Plan may waive the right to
receive such notice, to the extent such a waiver is not prohibited by law, regulation or other
pronouncement.
	 
	19.12  	Use of Electronic Media. The Plan Administrator may use telephonic or electronic media to
satisfy any notice requirements required by this Plan, to the extent permissible under
regulations (or other generally applicable guidance). In addition, a Participant’s consent to
immediate distribution, as required by Article 8, may be provided through telephonic or
electronic means, to the extent permissible under regulations (or other generally applicable
guidance). The Plan Administrator also may use telephonic or electronic media to conduct plan
transactions such as enrolling participants, making (and changing) salary reduction elections,
electing (and changing) investment allocations, applying for Plan loans, and other
transactions, to the extent permissible under regulations (or other generally applicable
guidance).
	 
	19.13  	Severability of Provisions. In the event that any provision of this Plan shall be held to be
illegal, invalid or unenforceable for any reason, the remaining provisions under the Plan
shall be construed as if the illegal, invalid or unenforceable provisions had never been
included in the Plan.
	 
	19.14  	Binding Effect. The Plan, and all actions and decisions made thereunder, shall be binding
upon all applicable parties, and their heirs, executors, administrators, successors and
assigns.





	 	 	 
	 
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ARTICLE 20

GUST ELECTIONS AND EFFECTIVE DATES




The provisions of this Plan are generally effective as of the Effective Date designated on the
Signature Page of the Agreement. Appendix A of the Agreement also allows for special effective
dates for specified provisions of the Plan, which override the general Effective Date under the
Agreement. Section 22.96 refers to a series of laws that have been enacted since 1994 as the GUST
Legislation, for which extended time (known as the remedial amendment period) was provided to
Employers to conform their plan documents to such laws. This Article prescribes special effective
date rules for conforming plans to the GUST Legislation.





	20.1  	GUST Effective Dates. If the Agreement is adopted within the remedial amendment period for
the GUST Legislation, and the Plan has not previously been restated to comply with the GUST
Legislation, then special effective dates apply to certain provisions. These special effective
dates apply to the appropriate provisions of the Plan, even if such special effective dates
are earlier than the Effective Date identified on the Signature Page of the Agreement. The
Employer may specify in elections provided in Appendix B of the Agreement, how the Plan was
operated to comply with the GUST Legislation. Appendix B need only be completed if the
Employer operated this Plan in a manner that is different from the default provisions
contained in this Plan or the elective choices made under the Agreement. If the Employer did
not operate the Plan in a manner that is different from the default provisions or elective
provisions of the Plan or, if the Plan is not being restated for the first time to comply with
the GUST Legislation, and prior amendments or restatements of the Plan satisfied the
requirement to amend timely to comply with the GUST Legislation, Appendix B need not be
completed and may be removed from the Agreement.






If one or more qualified retirement plans have been merged into this Plan, the provisions of
the merging plan(s) will remain in full force and effect until the Effective Date of the
plan merger(s), unless provided otherwise under Appendix A-12 of the Agreement [Appendix
A-16 of the 401(k) Agreement]. If the merging plan(s) have not been amended to comply with
the changes required under the GUST Legislation, the merging plan(s) will be deemed amended
retroactively for such required changes by operation of this Agreement. The provisions
required by the GUST Legislation (as provided under this BPD and related Agreements) will be
effective for purposes of the merging plan(s) as of the same effective date that is
specified for that GUST provision in this BPD and Appendix B of the Agreement (even if that
date precedes the general Effective Date specified in the Agreement).




	20.2  	Highly Compensated Employee Definition. The definition of Highly Compensated Employee under
Section 22.99 is modified effective for Plan Years beginning after December 31, 1996. Under
the current definition of Highly Compensated Employee, the Employer must designate under the
Plan whether it is using the Top-Paid Group Test and whether it is using the Calendar Year
Election or, for the 1997 Plan Year, whether it used the Old-Law Calendar Year Election.






	 	(a)  	Top-Paid Group Test. In determining whether an Employee is a Highly Compensated
Employee, the Top-Paid Group Test under Section 22.99(b)(4) does not apply unless the
Employer specifically elects under Part 13, #50.a. of the Agreement [Part 13, #68.a. of
the 401(k) Agreement] to have the Top-Paid Group Test apply. The Employer’s election to
use or not use the Top-Paid Group Test generally applies for all years beginning with
the Effective Date of the Plan (or the first Plan Year beginning after December 31,
1996, if later). However, because the Employer may not have operated the Plan
consistent with this Top-Paid Group Test election for all years prior to the date this
Plan restatement is adopted, Appendix B-1.a. of the Agreement also permits the Employer
to override the Top-Paid Group Test election under this Plan for specified Plan Years
beginning after December 31, 1996, and before the date this Plan restatement is
adopted.
	 
	 	(b)  	Calendar Year Election. In determining whether an Employee is a Highly
Compensated Employee, the Calendar Year Election under Section 22.99(b)(5) does not
apply unless the Employer specifically elects under Part 13, #50.b. of the Agreement
[Part 13, #68.b. of the 401(k) Agreement] to have the Calendar Year Election apply. The
Employer’s election to use or not use the Calendar Year Election is generally effective
for all years beginning with the Effective Date of this Plan (or the first Plan Year
beginning after December 31, 1996, if later). However, because the Employer may not
have operated the Plan consistent with this Calendar Year Election for all years prior
to the date this Plan restatement is adopted, Appendix B-1.b. of the Agreement permits
the Employer to override the Calendar Year Election under this Plan for specified Plan
Years beginning after December 31, 1996, and before the date this Plan restatement is
adopted.
	 
	 	(c)  	Old-Law Calendar Year Election. In determining whether an Employee was a Highly
Compensated Employee for the Plan Year beginning in 1997, a special Old-Law Calendar
Year Election was available. (See Section 22.99(b)(6) for the definition of the Old-Law
Calendar Year Election.) Appendix B-1.c. of the Agreement permits the Employer to
designate whether it used the Old-Law Calendar Year Election for the 1997 Plan Year. If
the Employer did not use the Old-Law Calendar Year Election, the election in Appendix
B-1.c. need not be completed.





	 	 	 
	 
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	20.3  	Required Minimum Distributions. Appendix B-2 of the Agreement permits the Employer to
designate how it complied with the GUST Legislation changes to the required minimum
distribution rules. Section 10.4 describes the application of the GUST Legislation changes to
the required minimum distribution rules.
	 
	20.4  	$5,000 Involuntary Distribution Threshold. For Plan Years beginning on or after August 5,
1997, a Participant (and spouse, if the Joint and Survivor Annuity rules apply under Article
9) must consent to a distribution from the Plan if the Participant’s vested Account Balance
exceeds $5,000. (See Section 8.3(e) for the applicable rules for determining the value of a
Participant’s vested Account Balance.) For Plan Years beginning before August 5, 1997, the
consent threshold was $3,500 instead of $5,000.






The increase in the consent threshold to $5,000 is generally effective for Plan Years
beginning on or after August 5, 1997. However, because the Employer may not have operated
the Plan consistent with the $5,000 threshold for all years prior to the date this Plan
restatement was adopted, Appendix B-3.a. of the Agreement permits the Employer to designate
the Plan Year during which it began applying the higher $5,000 consent threshold. If the
Employer began applying the $5,000 consent threshold for Plan Years beginning on or after
August 5, 1997, Appendix B-3.a. need not be completed. If the Employer did not begin using
the $5,000 consent threshold until some later date, the Employer must designate the
appropriate date in Appendix B-3.a.




	20.5  	Repeal of Family Aggregation for Allocation Purposes. For Plan Years beginning on or after
January 1, 1997, the family aggregation rules were repealed. For Plan Years beginning before
January 1, 1997, the family aggregation rules required that family members of a Five-Percent
Owner or one of the 10 Employees with the highest ownership interest in the Employer were
aggregated as a single Highly Compensated Employee for purposes of determining such
individuals’ share of any contributions under the Plan. In determining the allocation for such
aggregated individuals, the Compensation Dollar Limitation (as defined in Section 22.32) was
applied on an aggregated basis with respect to the Five-Percent Owner or top-10 owner, his/her
spouse, and his/her minor children (under the age of 19).






The family aggregation rules were repealed effective for Plan Years beginning on or after
January 1, 1997. However, because the Employer may not have operated the Plan consistent
with the repeal of family aggregation for all years prior to the date this Plan restatement
is adopted, Appendix B-3.b. of the Agreement permits the Employer to designate the Plan Year
during which it repealed family aggregation for allocation purposes. If the Employer
implemented the repeal of family aggregation for Plan Years beginning on or after January 1,
1997, Appendix B-3.b. need not be completed. If the Employer did not implement the repeal of
family aggregation until some later date, the Employer must designate the appropriate date
in Appendix B-3.b.




	20.6  	ADP/ACP Testing Methods. The GUST Legislation modified the nondiscrimination testing rules
for Section 401(k) Deferrals, Employer Matching Contributions, and Employee After-Tax
Contributions, effective for Plan Years beginning after December 31, 1996. For purposes of
applying the ADP Test and ACP Test under the 401(k) Agreement, the Employer must designate the
testing methodology used for each Plan Year. (See Article 17 for the definition of the ADP
Test and the ACP Test and the applicable testing methodology.)






Part 4F of the 401(k) Agreement contains elective provisions for the Employer to designate
the testing methodology it will use in performing the ADP Test and the ACP Test. Appendix
B-5.a. of the 401(k) Agreement contains elective provisions for the Employer to designate
the testing methodology it used for Plan Years that began before the adoption of the
Agreement.




	20.7  	Safe Harbor 401(k) Plan. Effective for Plan Years beginning after December 31, 1998, the
Employer may elect under Part 4E of the 401(k) Agreement to apply the Safe Harbor 401(k) Plan
provisions. To qualify as a Safe Harbor 401(k) Plan for a Plan Year, the Plan must be
identified as a Safe Harbor 401(k) Plan for such year.






If the Employer elects under Part 4E to apply the Safe Harbor 401(k) Plan provisions, the
Plan generally will be considered a Safe Harbor Plan for all Plan Years beginning with the
Effective Date of the Plan (or January 1, 1999, if later). Likewise, if the Employer does
not elect to apply the Safe Harbor 401(k) provisions, the Plan generally will not be
considered a Safe Harbor Plan for such year. However, because the Employer may have operated
the Plan as a Safe Harbor 401(k) Plan for Plan Years prior to the Effective Date of this
Plan or may not have operated the Plan consistent with its election under Part 4E to apply
(or to not apply) the Safe Harbor 401(k) Plan provisions for all years prior to the date
this Plan restatement is adopted, Appendix B-5.b. of the 401(k) Agreement permits the
Employer to designate any Plan Year in which the Plan was (or was not) a Safe Harbor 401(k)
Plan. Appendix B-5.b. should only be completed if the Employer operated this Plan prior to
date it was actually adopted in a manner that is inconsistent with the election made under
Part 4E of the Agreement.




If the Employer elects under Appendix B-5.b. of the Agreement to apply the Safe Harbor
401(k) Plan provisions for any Plan Year beginning prior to the date this Plan is adopted,
the Plan must have complied with the requirements under Section 17.6 for such year. The type
and amount of the Safe Harbor Contribution for such Plan Year(s) is the type and amount of
contribution described in the Participant notice issued pursuant to Section 17.6(a)(4) for
such Plan Year.



	 	 	 
	 
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ARTICLE 21

PARTICIPATION BY RELATED EMPLOYERS (CO-SPONSORS)





	21.1  	Co-Sponsor Adoption Page. A Related Employer may elect to participate under this Plan by
executing a Co-Sponsor Adoption Page under the Agreement. By executing a Co-Sponsor Adoption
Page, the Co-Sponsor adopts all the provisions of the Plan, including the elective choices
made by the Employer under the Agreement. The Co-Sponsor is also bound by any amendments made
to the Plan in accordance with Article 18. The Co-Sponsor agrees to use the same Trustee as is
designated on the Trustee Declaration under the Agreement, except as provided in a separate
trust agreement authorized under Article 12.
	 
	21.2  	Participation by Employees of Co-Sponsor. A Related Employer may not contribute to this Plan
unless it executes the Co-Sponsor Adoption Page. (See Section 1.3 for a discussion of the
eligibility rules as they apply to Employees of Related Employers who do not execute a
Co-Sponsor Adoption Page.) However, in applying the provisions of this Plan, Total
Compensation (as defined in Section 22.197) includes amounts earned with a Related Employer,
regardless of whether such Related Employer executes a Co-Sponsor Adoption Page. The Employer
may elect under Part 3, #10.b.(7) of the Nonstandardized Agreement [Part 3, #10.i. of the
Nonstandardized 401(k) Agreement] to exclude amounts earned with a Related Employer that does
not execute a Co-Sponsor Page for purposes of determining an Employee’s Included Compensation
under the Plan.
	 
	21.3  	Allocation of Contributions and Forfeitures. Unless selected otherwise under the Co-Sponsor
Adoption Page, any contributions made by a Co-Sponsor (and any forfeitures relating to such
contributions) will be allocated to all Eligible Participants employed by the Employer and
Co-Sponsors in accordance with the provisions under this Plan. Under a Nonstandardized
Agreement, a Co-Sponsor may elect under the Co-Sponsor Page to allocate its contributions (and
forfeitures relating to such contributions) only to the Eligible Participants employed by the
Co-Sponsor making such contributions. If so elected, Employees of the Co-Sponsor will not
share in an allocation of contributions (or forfeitures relating to such contributions) made
by any other Related Employer (except in such individual’s capacity as an Employee of that
other Related Employer). Where contributions are allocated only to the Employees of a
contributing Co-Sponsor, the Plan Administrator will maintain a separate accounting of an
Employee’s Account Balance attributable to the contributions of a particular Co-Sponsor. This
separate accounting is necessary only for contributions that are not 100% vested, so that the
allocation of forfeitures attributable to such contributions can be allocated for the benefit
of the appropriate Employees. An election to allocate contributions and forfeitures only to
the Eligible Participants employed by the Co-Sponsor making such contributions will preclude
the Plan from satisfying the nondiscrimination safe harbor rules under Treas. Reg.
§1.401(a)(4)-2 and may require additional nondiscrimination testing.
	 
	21.4  	Co-Sponsor No Longer a Related Employer. If a Co-Sponsor becomes a Former Related Employer
because of an acquisition or disposition of stock or assets, a merger, or similar transaction,
the Co-Sponsor will cease to participate in the Plan as soon as administratively feasible. If
the transition rule under Code §410(b)(6)(C) applies, the Co-Sponsor will cease to participate
in the Plan as soon as administratively feasible after the end of the transition period
described in Code §410(b)(6)(C). If a Co-Sponsor ceases to be a Related Employer under this
Section 21.4, the following procedures may be followed to discontinue the Co-Sponsor’s
participation in the Plan.






	 	(a)  	Manner of discontinuing participation. To document the cessation of
participation by a Former Related Employer, the Former Related Employer may discontinue
its participation as follows: (1) the Former Related Employer adopts a resolution that
formally terminates active participation in the Plan as of a specified date, (2) the
Employer that has executed the Signature Page of the Agreement reexecutes such page,
indicating an amendment by page substitution through the deletion of the Co-Sponsor
Adoption Page executed by the Former Related Employer, and (3) the Former Related
Employer provides any notices to its Employees that are required by law. Discontinuance
of participation means that no further benefits accrue after the effective date of such
discontinuance with respect to employment with the Former Related Employer. The portion
of the Plan attributable to the Former Related Employer may continue as a separate
plan, under which benefits may continue to accrue, through the adoption by the Former
Related Employer of a successor plan (which may be created through the execution of a
separate Agreement by the Former Related Employer) or by spin-off of that portion of
the Plan followed by a merger or transfer into another existing plan, as specified in a
merger or transfer agreement.
	 
	 	(b)  	Multiple employer plan. If, after a Co-Sponsor becomes a Former Related
Employer, its Employees continue to accrue benefits under this Plan, the Plan will be
treated as a multiple employer plan to the extent required by law. So long as the
discontinuance procedures of this Section are satisfied, such treatment as a multiple
employer plan will not affect reliance on the favorable IRS letter issued to the
Prototype Sponsor or any determination letter issued on the Plan.






	21.5  	Special Rules for Standardized Agreements. As stated in Section 1.3(b) of this BPD, under a
Standardized Agreement each Related Employer (who has Employees who may be eligible to
participate in the Plan) is required to execute a Co-Sponsor Adoption Page. If a Related
Employer fails to execute a Co-Sponsor Adoption Page, the Plan will be treated as an
individually-designed plan, except as provided in subsections (a) and (b) below. Nothing in
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Plan shall be construed to treat a Related Employer as participating in the Plan in the absence of a Co-Sponsor Adoption Page executed by that Related Employer.




	 	(a)  	New Related Employer. If an organization becomes a New Related Employer after
the Effective Date of the Agreement by reason of an acquisition or disposition of stock
or assets, a merger, or similar transaction, the New Related Employer must execute a
Co-Sponsor Page no later than the end of the transition period described in Code
§410(b)(6)(C). Participation of the New Related Employer must be effective no later
than the first day of the Plan Year that begins after such transition period ends. If
the transition period in Code §410(b)(6)(C) is not applicable, the effective date of
the New Related Employer’s participation in the Plan must be no later than the date it
became a Related Employer.
	 
	 	(b)  	Former Related Employer. If an organization ceases to be a Related Employer
(Former Related Employer), the provisions of Section 21.4, relating to discontinuance
of participation, apply.






Under the Standardized Agreement, if the rules of subsections (a) or (b) are
followed, the Employer may continue to rely on the favorable IRS letter issued to
the Prototype Sponsor during any period in which a New Related Employer is not
participating in the Plan or a Former Related Employer continues to participate in
the Plan. If the rules of subsections (a) or (b) are not followed, the Plan is
treated as an individually-designed plan for any period of such noncompliance.



	 	 	 
	 
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ARTICLE 22

PLAN DEFINITIONS




This Article contains definitions for common terms that are used throughout the Plan. All
capitalized terms under the Plan are defined in this Article. Where applicable, this Article will
refer to other Sections of the Plan where the term is defined.





	22.1  	Account. The separate Account maintained for each Participant under the Plan. To the extent
applicable, a Participant may have any (or all) of the following separate sub-Accounts within
his/her Account: Employer Contribution Account, Section 401(k) Deferral Account, Employer
Matching Contribution Account, QMAC Account, QNEC Account, Employee After-Tax Contribution
Account, Safe Harbor Matching Contribution Account, Safe Harbor Nonelective Contribution
Account, Rollover Contribution Account, and Transfer Account. The Transfer Account also may
have any (or all) of the sub-Accounts listed above. The Plan Administrator may maintain other
sub-Accounts, if necessary, for proper administration of the Plan.
	 
	22.2  	Account Balance. A Participant’s Account Balance is the total value of all Accounts (whether
vested or not) maintained for the Participant. A Participant’s vested Account Balance includes
only those amounts for which the Participant has a vested interest in accordance with the
provisions under Article 4 and Part 6 of the Agreement. A Participant’s Section 401(k)
Deferral Account, QMAC Account, QNEC Account, Employee After-Tax Contribution Account, Safe
Harbor Matching Contribution Account, Safe Harbor Nonelective Contribution Account, and
Rollover Contribution Account are always 100% vested.
	 
	22.3  	Accrued Benefit. If referred to in the context of a Defined Contribution Plan, the Accrued
Benefit is the Account Balance. If referred to in the context of a Defined Benefit Plan, the
Accrued Benefit is the benefit accrued under the benefit formula prescribed by the Defined
Benefit Plan.
	 
	22.4  	ACP – Average Contribution Percentage. The average of the contribution percentages for the
Highly Compensated Employee Group and the Nonhighly Compensated Employee Group, which are
tested for nondiscrimination under the ACP Test. See Section 17.7(a).
	 
	22.5  	ACP Test – Actual Contribution Percentage Test. The special nondiscrimination test that
applies to Employer Matching Contributions and/or Employee After-Tax Contributions under the
401(k) Agreement. See Section 17.3.
	 
	22.6  	Actual Hours Crediting Method. The Actual Hours Crediting Method is a method for counting
service for purposes of Plan eligibility and vesting. Under the Actual Hours Crediting Method,
an Employee is credited with the actual Hours of Service the Employee completes with the
Employer or the number of Hours of Service for which the Employee is paid (or entitled to
payment).
	 
	22.7  	Adoption Agreement. See the definition for Agreement.
	 
	22.8  	ADP – Average Deferral Percentage. The average of the deferral percentages for the Highly
Compensated Employee Group and the Nonhighly Compensated Employee Group, which are tested for
nondiscrimination under the ADP Test. See Section 17.7(b).
	 
	22.9  	ADP Test – Actual Deferral Percentage Test. The special nondiscrimination test that applies
to Section 401(k) Deferrals under the 401(k) Agreement. See Section 17.2.
	 
	22.10  	Agreement. The Agreement (sometimes referred to as the “Adoption Agreement”) contains the
elective provisions under the Plan that an Employer completes to supplement or modify the
provisions under the BPD. Each Employer that adopts this Plan must complete and execute the
appropriate Agreement. An Employer may adopt more than one Agreement under this Prototype
Plan. Each executed Agreement is treated as a separate Plan and Trust. For example, if an
Employer executes a profit sharing plan Agreement and a money purchase plan Agreement, the
Employer is treated as maintaining two separate Plans under this Prototype Plan document. An
Agreement is treated as a single Plan, even if there is one or more executed Co-Sponsor
Adoption Pages associated with the Agreement.
	 
	22.11  	Aggregate Limit. The limit imposed under the Multiple Use Test on amounts subject to both
the ADP Test and the ACP Test. See Section 17.4(a).
	 
	22.12  	Alternate Payee. A person designated to receive all or a portion of the Participant’s
benefit pursuant to a QDRO. See Section 11.5.
	 
	22.13  	Anniversary Year Method. A method for determining Eligibility Computation Periods after an
Employee’s initial Eligibility Computation Period. See Section 1.4(c)(2) for more detailed
discussion of the Anniversary Year Method.
	 
	22.14  	Anniversary Years. An alternative period for measuring Vesting Computation Periods. See
Section 4.4.





	 	 	 
	 
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	22.15  	Annual Additions. The amounts taken into account under a Defined Contribution Plan for
purposes of applying the limitation on allocations under Code §415. See Section 7.4(a) for the
definition of Annual Additions.
	 
	22.16  	Annual Additions Limitation. The limit on the amount of Annual Additions a Participant may
receive under the Plan during a Limitation Year. See Article 7.
	 
	22.17  	Annuity Starting Date. This Plan does not use the term Annuity Starting Date. To determine
whether the notice and consent requirements in Articles 8 and 9 are satisfied, the
Distribution Commencement Date (see Section 22.56) is used, even for a distribution that is
made in the form of an annuity. However, the payment made on the Distribution Commencement
Date under an annuity form of payment may reflect annuity payments that are calculated with
reference to an “annuity starting date” that occurs prior to the Distribution Commencement
Date (e.g., the first day of the month in which the Distribution Commencement Date falls).
	 
	22.18  	Applicable Life Expectancy. The Life Expectancy used to determine a Participant’s required
minimum distribution under Article 10. See Section 10.3(d).
	 
	22.19  	Applicable Percentage. The maximum percentage of Excess Compensation that may be allocated
to Eligible Participants under the Permitted Disparity Method. See Article 2.
	 
	22.20  	Average Compensation. The average of a Participant’s annual Included Compensation during the
Averaging Period designated under Part 3, #11 of the target benefit plan Agreement. See
Section 2.5(d)(1) for a complete definition of Average Compensation.
	 
	22.21  	Averaging Period. The period used for determining an Employee’s Average Compensation. Unless
modified under Part 3, #11.a. of the target benefit plan Agreement, the Averaging Period is
the three (3) consecutive Measuring Periods during the Participant’s Employment Period which
produces the highest Average Compensation.
	 
	22.22  	Balance Forward Method. A method for allocating net income or loss to Participants’ Accounts
based on the Account Balance as of the most recent Valuation Date under the Plan. See Section
13.4(a).
	 
	22.23  	Basic Plan Document. See the definition for BPD.
	 
	22.24  	Beneficiary. A person designated by the Participant (or by the terms of the Plan) to receive
a benefit under the Plan upon the death of the Participant. See Section 8.4(c) for the
applicable rules for determining a Participant’s Beneficiaries under the Plan.
	 
	22.25  	BPD. The BPD (sometimes referred to as the “Basic Plan Document”) is the portion of the Plan
that contains the non-elective provisions. The provisions under the BPD may be supplemented or
modified by elections the Employer makes under the Agreement or by separate governing
documents that are expressly authorized by the BPD.
	 
	22.26  	Break-in-Service – Eligibility. Generally, an Employee incurs a Break-in-Service for
eligibility purposes for each Eligibility Computation Period during which the Employee does
not complete more than 500 Hours of Service with the Employer. However, if the Employer elects
under Part 7 of the Agreement to require less than 1,000 Hours of Service to earn a Year of
Service for eligibility purposes, a Break in Service will occur for any Eligibility
Computation Period during which the Employee does not complete more than one-half (1/2) of the
Hours of Service required to earn a Year of Service. (See Section 1.6 for a discussion of the
eligibility Break-in-Service rules. Also see Section 6.5(b) for rules applicable to the
determination of a Break in Service when the Elapsed Time Method is used.)
	 
	22.27  	Break-in-Service – Vesting. Generally, an Employee incurs a Break-in-Service for vesting
purposes for each Vesting Computation Period during which the Employee does not complete more
than 500 Hours of Service with the Employer. However, if the Employer elects under Part 7 of
the Agreement to require less than 1,000 Hours of Service to earn a Year of Service for
vesting purposes, a Break in Service will occur for any Vesting Computation Period during
which the Employee does not complete more than one-half (1/2) of the Hours of Service required
to earn a Year of Service. (See Section 4.6 for a discussion of the vesting Break-in-Service
rules. Also see Section 6.5(b) for rules applicable to the determination of a Break in Service
when the Elapsed Time Method is used.)
	 
	22.28  	Calendar Year Election. A special election used for determining the Lookback Year in
applying the Highly Compensated Employee test under Section 22.99.
	 
	22.29  	Cash-Out Distribution. A total distribution made to a partially vested Participant upon
termination of participation under the Plan. See Section 5.3(a) for the rules regarding the
forfeiture of nonvested benefits upon a Cash-Out Distribution from the Plan.
	 
	22.30  	Code. The Internal Revenue Code of 1986, as amended.





	 	 	 
	 
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	22.31  	Code §415 Safe Harbor Compensation. An optional definition of compensation used to determine
Total Compensation. This definition may be selected under Part 3, #9.c. of the Agreement. See
Section 22.197(c) for the definition of Code §415 Safe Harbor Compensation.
	 
	22.32  	Compensation Dollar Limitation. The maximum amount of compensation that can be taken into
account for any Plan Year for purposes of determining a Participant’s Included Compensation
(see Section 22.102) or Testing Compensation (see Section 22.190). For Plan Years beginning on
or after January 1, 1994, the Compensation Dollar Limitation is $150,000, as adjusted for
increases in the cost-of-living in accordance with Code §401(a)(17)(B).






In determining the Compensation Dollar Limitation for any applicable period for which
Included Compensation or Testing Compensation is being determined (the “determination
period”), the cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning with or within such calendar year. If a determination period
consists of fewer than 12 months, the Compensation Dollar Limitation for such period is an
amount equal to the otherwise applicable Compensation Dollar Limitation multiplied by a
fraction, the numerator of which is the number of months in the short determination period,
and the denominator of which is 12. A determination period will not be considered to be less
than 12 months merely because compensation is taken into account only for the period the
Employee is an Eligible Participant. If Section 401(k) Deferrals, Employer Matching
Contributions, or Employee After-Tax Contributions are separately determined for each pay
period, no proration of the Compensation Dollar Limitation is required with respect to such
pay periods.




For Plan Years beginning on or after January 1, 1989, and before January 1, 1994, the
Compensation Dollar Limitation taken into account for determining all benefits provided
under the Plan for any Plan Year shall not exceed $200,000. This limitation shall be
adjusted by the Secretary at the same time and in the same manner as under Code §415(d),
except that the dollar increase in effect on January 1 of any calendar year is effective for
Plan Years beginning in such calendar year and the first adjustment to the $200,000
limitation is effective on January 1, 1990.




If compensation for any prior determination period is taken into account in determining a
Participant’s allocations for the current Plan Year, the compensation for such prior
determination period is subject to the applicable Compensation Dollar Limitation in effect
for that prior period. For this purpose, in determining allocations in Plan Years beginning
on or after January 1, 1989, the Compensation Dollar Limitation in effect for determination
periods beginning before that date is $200,000. In addition, in determining allocations in
Plan Years beginning on or after January 1, 1994, the Compensation Dollar Limitation in
effect for determination periods beginning before that date is $150,000.




	22.33  	Co-Sponsor. A Related Employer that adopts this Plan by executing the Co-Sponsor Adoption
Page under the Agreement. See Article 21 for the rules applicable to contributions and
deductions for contributions made by a Co-Sponsor.
	 
	22.34  	Co-Sponsor Adoption Page. The execution page under the Agreement that permits a Related
Employer to adopt this Plan as a Co-Sponsor. See Article 21.
	 
	22.35  	Covered Compensation. The average (without indexing) of the Taxable Wage Bases in effect for
each calendar year during the 35-year period ending with the last day of the calendar year in
which the Participant attains (or will attain) Social Security Retirement Age. See Section
2.5(d)(2).
	 
	22.36  	Cumulative Disparity Limit. A limit on the amount of permitted disparity that may be
provided under the target benefit plan Agreement. See Section 2.5(c)(3)(iv).
	 
	22.37  	Current Year Testing Method. A method for applying the ADP Test and/or the ACP Test. See
Section 17.2(a)(2) for a discussion of the Current Year Testing Method under the ADP Test and
17.3(a)(2) for a discussion of the Current Year Testing Method under the ACP Test.
	 
	22.38  	Custodian. An organization that has custody of all or any portion of the Plan assets. See
Section 12.11.
	 
	22.39  	Davis-Bacon Act Service. A Participant’s service used to apply the Davis-Bacon Contribution
Formula under Part 4 of the Nonstandardized Agreement [Part 4C of the Nonstandardized 401(k)
Agreement]. For this purpose, Davis-Bacon Act Service is any service performed by an Employee
under a public contract subject to the Davis-Bacon Act or to any other federal, state or
municipal prevailing wage law. See Section 2.2(a)(1).
	 
	22.40  	Davis-Bacon Contribution Formula. The Employer may elect under Part 4 of the Nonstandardized
Agreement [Part 4C of the Nonstandardized 401(k) Agreement] to provide an Employer
Contribution for each Eligible Participant who performs Davis-Bacon Act Service. (See Section
2.2(a)(1) (profit sharing plan and 401(k) plan) and Section 2.4(e) (money purchase plan) for
special rules regarding the application of the Davis-Bacon Contribution Formula.)
	 
	22.41  	Defined Benefit Plan. A plan under which a Participant’s benefit is based solely on the
Plan’s benefit formula without the establishment of separate Accounts for Participants.





	 	 	 
	 
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	22.42  	Defined Benefit Plan Fraction. A component of the combined limitation test under Code
§415(e) for Employers that maintain or ever maintained both a Defined Contribution and a
Defined Benefit Plan. See Section 7.5 (b)(1).
	 
	22.43  	Defined Contribution Plan. A plan that provides for individual Accounts for each Participant
to which all contributions, forfeitures, income, expenses, gains and losses under the Plan are
credited or deducted. A Participant’s benefit under a Defined Contribution Plan is based
solely on the fair market value of his/her vested Account Balance.
	 
	22.44  	Defined Contribution Plan Dollar Limitation. The maximum dollar amount of Annual Additions
an Employee may receive under the Plan. See Section 7.4(b).
	 
	22.45  	Defined Contribution Plan Fraction. A component of the combined limitation test under Code
§415(e) for Employers that maintain or ever maintained both a Defined Contribution and a
Defined Benefit Plan. See Section 7.5(b)(2).
	 
	22.46  	Designated Beneficiary. A Beneficiary who is designated by the Participant (or by the terms
of the Plan) and whose Life Expectancy is taken into account in determining minimum
distributions under Code §401(a)(9). See Article 10.
	 
	22.47  	Determination Date. The date as of which the Plan is tested to determine whether it is a
Top-Heavy Plan. See Section 16.3(a).
	 
	22.48  	Determination Period. The period during which contributions to the Plan are tested to
determine if the Plan is a Top-Heavy Plan. See Section 16.3(b).
	 
	22.49  	Determination Year. The Plan Year for which an Employee’s status as a Highly Compensated
Employee is being determined. See Section 22.99(b)(1).
	 
	22.50  	Directed Account. The Plan assets under a Trust which are held for the benefit of a specific
Participant. See Section 13.4(b).
	 
	22.51  	Directed Trustee. A Trustee is a Directed Trustee to the extent that the Trustee’s
investment powers are subject to the direction of another person. See Section 12.2(b).
	 
	22.52  	Direct Rollover. A rollover, at the Participant’s direction, of all or a portion of the
Participant’s vested Account Balance directly to an Eligible Retirement Plan. See Section 8.8.
	 
	22.53  	Disabled. Except as modified under Part 13, #55 of the Agreement [Part 13, #73 of the 401(k)
Agreement], an individual is considered Disabled for purposes of applying the provisions of
this Plan if the individual is unable to engage in any substantial gainful activity by reason
of a medically determinable physical or mental impairment that can be expected to result in
death or which has lasted or can be expected to last for a continuous period of not less than
12 months. The permanence and degree of such impairment shall be supported by medical
evidence.
	 
	22.54  	Discretionary Trustee. A Trustee is a Discretionary Trustee to the extent the Trustee has
exclusive authority and discretion to invest, manage or control the Plan assets without
direction from any other person. See Section 12.2(a).
	 
	22.55  	Distribution Calendar Year. A calendar year for which a minimum distribution is required.
See Section 10.3(f).
	 
	22.56  	Distribution Commencement Date. The date an Employee commences distribution from the Plan.
If a Participant commences distribution with respect to a portion of his/her Account Balance,
a separate Distribution Commencement Date applies to any subsequent distribution. If
distribution is made in the form of an annuity, the Distribution Commencement Date may be
treated as the first day of the first period for which annuity payments are made.
	 
	22.57  	Early Retirement Age. The age and/or Years of Service requirement prescribed by Part 5, #17
of the Agreement [Part 5, #35 of the 401(k) Agreement]. Early Retirement Age may be used to
determine distribution rights and/or vesting rights. The Plan is not required to have an Early
Retirement Age.
	 
	22.58  	Earned Income. Earned Income is the net earnings from self-employment in the trade or
business with respect to which the Plan is established, and for which personal services of the
individual are a material income-producing factor. Net earnings will be determined without
regard to items not included in gross income and the deductions allocable to such items. Net
earnings are reduced by contributions by the Employer to a qualified plan to the extent
deductible under Code §404. Net earnings shall be determined after the deduction allowed to
the taxpayer by Code §164(f). If Included Compensation is defined to exclude any items of
Compensation (other than Elective Deferrals), then for purposes of determining the Included
Compensation of a Self-Employed Individual, Earned Income shall be adjusted by multiplying
Earned Income by the percentage of Total Compensation that is included for the Eligible
Participants who are Nonhighly Compensated Employees. The percentage is determined by
calculating the percentage of each Nonhighly Compensated Eligible Participant’s Total
Compensation that is included in the definition of Included Compensation and averaging those
percentages.





	 	 	 
	 
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	22.59  	Effective Date. The date this Plan, including any restatement or amendment of this Plan, is
effective. Where the Plan is restated or amended, a reference to Effective Date is the
effective date of the restatement or amendment, except where the context indicates a reference
to an earlier Effective Date. If this Plan is retroactively effective, the provisions of this
Plan generally control. However, if the provisions of this Plan are different from the
provisions of the Employer’s prior plan and, after the retroactive Effective Date of this
Plan, the Employer operated in compliance with the provisions of the prior plan, the
provisions of such prior plan are incorporated into this Plan for purposes of determining
whether the Employer operated the Plan in compliance with its terms, provided operation in
compliance with the terms of the prior plan do not violate any qualification requirements
under the Code, regulations, or other IRS guidance.






The Employer may designate special effective dates for individual provisions under the Plan
where provided in the Agreement or under Appendix A of the Agreement. If one or more
qualified retirement plans have been merged into this Plan, the provisions of the merging
plan(s) will remain in full force and effect until the Effective Date of the plan merger(s),
unless provided otherwise under Appendix A-12 of the Agreement [Appendix A-16 of the 401(k)
Agreement]. See Section 20.1 for special effective date provisions relating to the changes
required under the GUST Legislation.




	22.60  	Elapsed Time Method. The Elapsed Time Method is a special method for crediting service for
eligibility, vesting or for applying the allocation conditions under Part 4 of the Agreement.
To apply the Elapsed Time Method for eligibility or vesting, the Employer must elect the
Elapsed Time Method under Part 7 of the Agreement. To apply the Elapsed Time Method to
determine an Employee’s eligibility for an allocation under the Plan, the Employer must elect
the Elapsed Time Method under Part 4, #15.e. of the Nonstandardized Agreement [Part 4B, #19.e.
and/or Part 4C, #24.e. of the Nonstandardized 401(k) Agreement]. (See Section 6.5(b) for more
information on the Elapsed Time Method of crediting service for eligibility and vesting and
Section 2.6(c) for information on the Elapsed Time Method for allocation conditions.)
	 
	22.61  	Elective Deferrals. Section 401(k) Deferrals, salary reduction contributions to a SEP
described in Code §§408(k)(6) and 402(h)(1)(B) (sometimes referred to as a SARSEP),
contributions made pursuant to a Salary Reduction Agreement to a contract, custodial account
or other arrangement described in Code §403(b), and elective contributions made to a
SIMPLE-IRA plan, as described in Code §408(p). Elective Deferrals shall not include any
amounts properly distributed as an Excess Amount under §415 of the Code.
	 
	22.62  	Eligibility Computation Period. The 12-consecutive month period used for measuring whether
an Employee completes a Year of Service for eligibility purposes. An Employee’s initial
Eligibility Computation Period always begins on the Employee’s Employment Commencement Date.
Subsequent Eligibility Computation Periods are measured under the Shift-to-Plan-Year Method or
the Anniversary Year Method. See Section 1.4(c).
	 
	22.63  	Eligible Participant. Except as provided under Part 1, #6 of the Agreement, an Employee
(other than an Excluded Employee) becomes an Eligible Participant on the appropriate Entry
Date (as selected under Part 2 of the Agreement) following satisfaction of the Plan’s minimum
age and service conditions (as designated in Part 1 of the Agreement). See Article 1 for the
rules regarding participation under the Plan.






For purposes of the 401(k) Agreement, an Eligible Participant is any Employee (other than an
Excluded Employee) who has satisfied the Plan’s minimum age and service conditions
designated in Part 1 of the Agreement with respect to a particular contribution. With
respect to Section 401(k) Deferrals or Employee After-Tax Contributions, an Employee who has
satisfied the eligibility conditions under Part 1 of the Agreement for making Section 401(k)
Deferrals or Employee After-Tax Contribution is an Eligible Participant with respect to such
contributions, even if the Employee chooses not to actually make any such contributions.
With respect to Employer Matching Contributions, an Employee who has satisfied the
eligibility conditions under Part 1 of the Agreement for receiving such contributions is an
Eligible Participant with respect to such contributions, even if the Employee does not
receive an Employer Matching Contribution (including forfeitures) because of the Employee’s
failure to make Section 401(k) Deferrals or Employee After-Tax Contributions, as applicable.




	22.64  	Eligible Rollover Distribution. An amount distributed from the Plan that is eligible for
rollover to an Eligible Retirement Plan. See Section 8.8(a).
	 
	22.65  	Eligible Retirement Plan. A qualified retirement plan or IRA that may receive a rollover
contribution. See Section 8.8(b).
	 
	22.66  	Employee. An Employee is any individual employed by the Employer (including any Related
Employers). An independent contractor is not an Employee. An Employee is not eligible to
participate under the Plan if the individual is an Excluded Employee under Section 1.2. (See
Section 1.3 for rules regarding coverage of Employees of Related Employers.) For purposes of
applying the provisions under this Plan, a Self-Employed Individual (including a partner in a
partnership) is treated as an Employee. A Leased Employee is also treated as an Employee of
the recipient organization, as provided in Section 1.2(b).





	 	 	 
	 
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	22.67  	Employee After-Tax Contribution Account. The portion of the Participant’s Account
attributable to Employee After-Tax Contributions.
	 
	22.68  	Employee After-Tax Contributions. Employee After-Tax Contributions are contributions made to
the Plan by or on behalf of a Participant that is included in the Participant’s gross income
in the year in which made and that is maintained under a separate Employee After-Tax
Contribution Account to which earnings and losses are allocated. Employee After-Tax
Contributions may only be made under the Nonstandardized 401(k) Agreement. See Section 3.1.
	 
	22.69  	Employer. Except as otherwise provided, Employer means the Employer (including a Co-Sponsor)
that adopts this Plan and any Related Employer. (See Section 1.3 for rules regarding coverage
of Employees of Related Employers. Also see Section 11.8 for operating rules when the Employer
is a member of a Related Employer group, and Article 21 for rules that apply to Related
Employers that execute a Co-Sponsor Adoption Page under the Agreement.)
	 
	22.70  	Employer Contribution Account. If this Plan is a profit sharing plan (other than a 401(k)
plan), a money purchase plan, or a target benefit plan, the Employer Contribution Account is
the portion of the Participant’s Account attributable to contributions made by the Employer.
If this is a 401(k) plan, the Employer Contribution Account is the portion of the
Participant’s Account attributable to Employer Nonelective Contributions, other than QNECs or
Safe Harbor Nonelective Contributions.
	 
	22.71  	Employer Contributions. If this Plan is a profit sharing plan (other than a 401(k) plan), a
money purchase plan, or a target benefit plan, Employer Contributions are any contributions
the Employer makes pursuant to Part 4 of to the Agreement. If this Plan is a 401(k) plan,
Employer Contributions include Employer Nonelective Contributions and Employer Matching
Contributions, including QNECs, QMACs and Safe Harbor Contributions that the Employer makes
under the Plan. Employer Contributions also include any Section 401(k) Deferrals an Employee
makes under the Plan, unless the Plan expressly provides for different treatment of Section
401(k) Deferrals.
	 
	22.72  	Employer Matching Contribution Account. The portion of the Participant’s Account
attributable to Employer Matching Contributions, other than QMACs or Safe Harbor Matching
Contributions.
	 
	22.73  	Employer Matching Contributions. Employer Matching Contributions are contributions made by
the Employer on behalf of a Participant on account of Section 401(k) Deferrals or Employee
After-Tax Contributions made by such Participant, as designated under Parts 4B(b) of the
401(k) Agreement. Employer Matching Contributions may only be made under the 401(k) Agreement.
Employer Matching Contributions also include any QMACs the Employer makes pursuant to Part 4B,
#18 of the 401(k) Agreement and any Safe Harbor Matching Contributions the Employer makes
pursuant to Part 4E of the 401(k) Agreement. See Section 2.3(b).
	 
	22.74  	Employer Nonelective Contributions. Employer Nonelective Contributions are contributions
made by the Employer on behalf of Eligible Participants under the 401(k) Plan, as designated
under Part 4C of the 401(k) Agreement. Employer Nonelective Contributions also include any
QNECs the Employer makes pursuant to Part 4C, #22 of the 401(k) Agreement and any Safe Harbor
Nonelective Contributions the Employer makes pursuant to Part 4E of the 401(k) Agreement. See
Section 2.3(d).
	 
	22.75  	Employment Commencement Date. The date the Employee first performs an Hour of Service for
the Employer. For purposes of applying the Elapsed Time rules under Section 6.5(b), an Hour of
Service is limited to an Hour of Service as described in Section 22.101(a).
	 
	22.76  	Employment Period. The period as defined in Part 3, #11.c. of the target benefit plan
Agreement used to determine an Employee’s Average Compensation. See Section 2.5(d)(1)(iii).
	 
	22.77  	Entry Date. The date on which an Employee becomes an Eligible Participant upon satisfying
the Plan’s minimum age and service conditions. See Section 1.5.
	 
	22.78  	Equivalency Method. An alternative method for crediting Hours of Service for purposes of
eligibility and vesting. To apply, the Employer must elect the Equivalency Method under Part 7
of the Agreement. See Section 6.5(a) for a more detailed discussion of the Equivalency Method.
	 
	22.79  	ERISA. The Employee Retirement Income Security Act of 1974, as amended.

	 
	22.80  	 Excess Aggregate Contributions. Amounts which are distributed to correct the ACP Test. See Section 17.7(c).

	 
	22.81  	 Excess Amount. Amounts which exceed the Annual Additions Limitation. See Section 7.4(c).
	 
	22.82  	Excess Compensation. The amount of Included Compensation which exceeds the Integration
Level. Excess Compensation is used for purposes of applying the Permitted Disparity allocation
formula under the profit sharing or 401(k) plan Agreement (see Section 2.2(b)(2)) or under the
money purchase plan Agreement (see Section 2.4(c)) or for applying the Integration Formulas
under the target benefit plan Agreement (see Section 2.5(d)(3)).





	 	 	 
	 
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	22.83  	Excess Contributions. Amounts which are distributed to correct the ADP Test. See Section
17.7(d).
	 
	22.84  	Excess Deferrals. Elective Deferrals that are includible in a Participant’s gross income
because they exceed the dollar limitation under Code §402(g). Excess Deferrals made to this
Plan shall be treated as Annual Additions under the Plan, unless such amounts are distributed
no later than the first April 15 following the close of the Participant’s taxable year for
which the Excess Deferrals are made. See Section 17.1.
	 
	22.85  	Excluded Employee. An Employee who is excluded under Part 1, #4 of the Agreement. See
Section 1.2.
	 
	22.86  	Fail-Safe Coverage Provision. A correction provision that permits the Plan to automatically
correct a coverage violation resulting from the application of a last day of employment or
Hours of Service allocation condition. See Section 2.7.
	 
	22.87  	Favorable IRS Letter. A notification letter or opinion letter issued by the IRS to a
Prototype Sponsor as to the qualified status of a Prototype Plan. A separate Favorable IRS
Letter is issued with respect to each Agreement offered under the Prototype Plan. If the term
is used to refer to a letter issued to an Employer with respect to its adoption of this
Prototype Plan, such letter is a determination letter issued by the IRS.
	 
	22.88  	Five-Percent Owner. An individual who owns (or is considered as owning within the meaning of
Code §318) more than 5 percent of the outstanding stock of the Employer or stock possessing
more than 5 percent of the total combined voting power of all stock of the Employer. If the
Employer is not a corporation, a Five-Percent Owner is an individual who owns more than 5
percent of the capital or profits interest of the Employer.
	 
	22.89  	Five-Year Forfeiture Break in Service. A Break in Service rule under which a Participant’s
nonvested benefit may be forfeited. See Section 4.6(b).
	 
	22.90  	Flat Benefit. A Nonintegrated Benefit Formula under Part 4 of the target benefit plan
Agreement that provides for a Stated Benefit equal to a specified percentage of Average
Compensation. See Section 2.5(c)(1)(i).
	 
	22.91  	Flat Excess Benefit. An Integrated Benefit Formula under Part 4 of the target benefit plan
Agreement that provides for a Stated Benefit equal to a specified percentage of Average
Compensation plus a specified percentage of Excess Compensation. See Section 2.5(c)(2)(i).
	 
	22.92  	Flat Offset Benefit. An Integrated Benefit Formula under Part 4 of the target benefit plan
Agreement that provides for a Stated Benefit equal to a specified percentage of Average
Compensation which is offset by a specified percentage of Offset Compensation. See Section
2.5(c)(2)(iii).
	 
	22.93  	Former Related Employer. A Related Employer (as defined in Section 22.164) that ceases to be
a Related Employer because of an acquisition or disposition of stock or assets, a merger, or
similar transaction. See Section 21.4 for the effect when a Co-Sponsor becomes a Former
Related Employer.
	 
	22.94  	Four-Step Formula. A method for allocating certain Employer Contributions under the
Permitted Disparity Method. See Section 2.2(b)(2)(ii).
	 
	22.95  	General Trust Account. The Plan assets under a Trust which are held for the benefit of all
Plan Participants as a pooled investment. See Section 13.4(a).
	 
	22.96  	GUST Legislation. GUST Legislation refers to the Uruguay Round Agreements Act (GATT), the
Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA) the Small Business
Job Protection Act of 1996 (SBJPA), the Taxpayer Relief Act of 1997 (TRA ‘97), and the
Internal Revenue Service Restructuring and Reform Act of 1998. See Article 20 for special
rules for demonstrating compliance with the qualification changes under the GUST Legislation.
	 
	22.97  	Hardship. A heavy and immediate financial need which meets the requirements of Section 8.6.
	 
	22.98  	Highest Average Compensation. A term used to apply the combined plan limit under Code
§415(e). See Section 7.5(b)(3).
	 
	22.99  	Highly Compensated Employee. The definition of Highly Compensated Employee under this
Section is effective for Plan Years beginning after December 31, 1996. For Plan Years
beginning before January 1, 1997, Highly Compensated Employees are determined under Code
§414(q) as in effect at that time.






	 	 (a)  	Definition. An Employee is a Highly Compensated Employee for a Plan Year if
he/she:





	 	 	 
	 
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	 	(1)  	is a Five-Percent Owner (as defined in Section 22.88) at any
time during the Determination Year or the Lookback Year; or
	 
	 	(2)  	has Total Compensation from the Employer for the Lookback Year
in excess of $80,000 (as adjusted) and, if elected under Part 13, #50.a. of the
Agreement [Part 13, #68.a. of the 401(k) Agreement], is in the Top-Paid Group
for the Lookback Year. If the Employer does not specifically elect to apply the
Top-Paid Group Test, the Highly Compensated Employee definition will be applied
without regard to whether an Employee is in the Top-Paid Group. The $80,000
amount is adjusted at the same time and in the same manner as under Code
§415(d), except that the base period is the calendar quarter ending September
30, 1996.






	 	(b)  	Other Definitions. The following definitions apply for purposes of determining
Highly Compensated Employee status under this Section 22.99.






	 	(1)  	Determination Year. The Determination Year is the Plan Year for
which the Highly Compensated Employee determination is being made.
	 
	 	(2)  	Lookback Year. Unless the Calendar Year Election (or Old-Law
Calendar Year Election) applies, the Lookback Year is the 12-month period
immediately preceding the Determination Year.
	 
	 	(3)  	Total Compensation. Total Compensation as defined under Section 22.197.
	 
	 	(4)  	Top-Paid Group. An Employee is in the Top-Paid Group for
purposes of applying the Top-Paid Group Test if the Employee is one of the top
20% of Employees ranked by Total Compensation. In determining the Top-Paid
Group, any reasonable method of rounding or tie-breaking is permitted. For
purposes of determining the number of Employees in the Top-Paid Group for any
year, Employees described in Code §414(q)(5) or applicable regulations may be
excluded.
	 
	 	(5)  	Calendar Year Election. If the Plan Year elected under the
Agreement is not the calendar year, for purposes of applying the Highly
Compensated Employee test under subsection (a)(2) above, the Employer may elect
under Part 13, #50.b. of the Agreement [Part 13, #68.b. of the 401(k)
Agreement] to substitute for the Lookback Year the calendar year that begins in
the Lookback Year. The Calendar Year Election does not apply for purposes of
applying the Five-Percent Owner test under subsection (a)(1) above. If the
Employer does not specifically elect to apply the Calendar Year Election, the
Calendar Year Election does not apply. The Calendar Year Election should not be
selected if the Plan is using a calendar Plan Year.
	 
	 	(6)  	Old-Law Calendar Year Election. A special election available
under section 1.414(q)-1T of the temporary Income Tax Regulations and provided
for in Notice 97-45 for the Plan Year beginning in 1997 which permitted the
Employer to substitute the calendar year beginning with or within the Plan Year
for the Lookback Year in applying subsections (a)(1) and (a)(2) above. If the
1997 Plan Year was a calendar year, the effect of the Old-Law Calendar Year
Election was to treat the Determination Year and the Lookback Year as the same
12-month period. The Employer may elect to apply the Old-Law Calendar Year
Election under Appendix B-1.c. of the Agreement. See Section 20.2(c).






	 	(c)  	Application of Highly Compensated Employee definition. In determining whether
an Employee is a Highly Compensated Employee for years beginning in 1997, the
amendments to Code §414(q) as described above are treated as having been in effect for
years beginning in 1996. In determining an Employee’s status as a highly compensated
former employee, the rules for the applicable Determination Year apply in accordance
with section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations and Notice 97-45.






	22.100  	Highly Compensated Employee Group. The group of Highly Compensated Employees who are
included in the ADP Test and/or the ACP Test. See Section 17.7(e).
	 
	22.101  	Hour of Service. Each Employee will receive credit for each Hour of Service as defined in
this Section 22.101. An Employee will not receive credit for the same Hour of Service under
more than one category listed below.






	 	(a)  	Performance of duties. Hours of Service include each hour for which an Employee
is paid, or entitled to payment, for the performance of duties for the Employer. These
hours will be credited to the Employee for the computation period in which the duties
are performed.
	 
	 	(b)  	Nonperformance of duties. Hours of Service include each hour for which an
Employee is paid, or entitled to payment, by the Employer on account of a period of
time during which no duties are performed (irrespective of whether the employment
relationship has terminated) due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence. No more than 501
hours of service





	 	 	 
	 
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will be credited under this paragraph for any single continuous period
(whether or not such period occurs in a single computation period). Hours under this
paragraph will be calculated and credited pursuant to §2530.200b-2 of the Department of
Labor Regulations which is incorporated herein by this reference.




	 	(c)  	Back pay award. Hours of Service include each hour for which back pay,
irrespective of mitigation of damages, is either awarded or agreed to by the Employer.
The same Hours of Service will not be credited both under subsection (a) or subsection
(b), as the case may be, and under this subsection (c). These hours will be credited to
the Employee for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement or payment is
made.
	 
	 	(d)  	Related Employers/Leased Employees. For purposes of crediting Hours of Service,
all Related Employers are treated as a single Employer. Hours of Service will be
credited for employment with any Related Employer. Hours of Service also include hours
credited as a Leased Employee for a recipient organization.
	 
	 	(e)  	Maternity/paternity leave. Solely for purposes of determining whether a Break
in Service has occurred in a computation period, an individual who is absent from work
for maternity or paternity reasons will receive credit for the Hours of Service which
would otherwise have been credited to such individual but for such absence, or in any
case in which such hours cannot be determined, 8 Hours of Service per day of such
absence. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence (1) by reason of the pregnancy of the individual,
(2) by reason of a birth of a child of the individual, (3) by reason of the placement
of a child with the individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a period beginning
immediately following such birth or placement. The Hours of Service credited under this
paragraph will be credited (1) in the computation period in which the absence begins if
the crediting is necessary to prevent a Break in Service in that period, or (2) in all
other cases, in the following computation period.






	22.102  	Included Compensation. Included Compensation is Total Compensation, as modified under Part
3, #10 of the Agreement, used to determine allocations of contributions and forfeitures. Under
the Nonstandardized Agreement, Included Compensation generally includes amounts an Employee
earns with a Related Employer that has not executed a Co-Sponsor Adoption Page under the
Agreement. However, the Employer may elect under Part 3, #10.b.(7) of the Nonstandardized
Agreement [Part 3, #10.i. of the Nonstandardized 401(k) Agreement] to exclude all amounts
earned with a Related Employer that has not executed a Co-Sponsor Adoption Page. Under the
Standardized Agreement, Included Compensation always includes all compensation earned with all
Related Employers, without regard to whether the Related Employer executes the Co-Sponsor
Adoption Page. (See Section 21.5.) In no case may Included Compensation for any Participant
exceed the Compensation Dollar Limitation as defined in Section 22.32. Included Compensation
does not include any amounts earned while an individual is an Excluded Employee (as defined in
Section 1.2 of this BPD).






The Employer may select under Part 3, #10 of the 401(k) Agreement to provide a different
definition of Included Compensation for determining Section 401(k) Deferrals, Employer
Matching Contributions, and Employer Nonelective Contributions. Unless otherwise provided in
Part 3, #10.j. of the Nonstandardized 401(k) Agreement, the definition of Included
Compensation chosen for Section 401(k) Deferrals also applies to any Employee After-Tax
Contributions and to any Safe Harbor Contributions designated under Part 4E of the
Agreement; the definition of Included Compensation chosen for Employer Matching
Contributions also applies to any QMACs; and the definition of Included Compensation chosen
for Employer Nonelective Contributions also applies to any QNECs.




The Employer may elect to exclude from the definition of Included Compensation any of the
amounts permitted under Part 3, #10 of the Agreement. However, to use the same definition of
compensation for purposes of nondiscrimination testing, the definition of Included
Compensation must satisfy the nondiscrimination requirements of Code §414(s). The definition
of Included Compensation will be deemed to be nondiscriminatory under Code §414(s) if the
only amounts excluded are amounts under Part 3, #10.b.(1) – (3) of the Nonstandardized
Agreement [Part 3, #10.c. – e. of the Nonstandardized 401(k) Agreement]. Any other
exclusions could cause the definition of Included Compensation to fail to satisfy the
nondiscrimination requirements of Code §414(s). If the definition of Included Compensation
fails to satisfy the nondiscrimination requirements of Code §414(s), additional
nondiscrimination testing may have to be performed to demonstrate compliance with the
nondiscrimination requirements. The definition of Included Compensation under the
Standardized Agreements must satisfy the nondiscrimination requirements under Code §414(s).




If the Plan uses a Permitted Disparity Method under Part 4 of the Agreement or if the Plan
is a Safe Harbor 401(k) Plan, the definition of Included Compensation must satisfy the
nondiscrimination requirements under Code §414(s). Therefore, any exclusions from Included
Compensation under Part 3, #10.b.(4) – (8) of the Nonstandardized Agreement [Part 3, #10.f.
– j. of the Nonstandardized 401(k) Agreement] will apply only to Highly Compensated
Employees, unless specifically provided otherwise under Part 3, #10.b.(8). of the
Nonstandardized Agreement [Part 3, #10.j. of the Nonstandardized 401(k) Agreement].



	 	 	 
	 
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The Employer may elect under Part 3, #10.b.(1) of the Agreement [Part 3, #10.c. of the
401(k) Agreement] to exclude Elective Deferrals, pre-tax contributions to a cafeteria plan
or a Code §457 plan, and qualified transportation fringes under Code§132(f)(4). Generally,
the exclusion of qualified transportation fringes is effective for Plan Years beginning on
or after January 1, 2001. However, the Employer may elect an earlier effective date under
Appendix B-3.c. of the Agreement.




	22.103  	Insurer. An insurance company that issues a life insurance policy on behalf of a Participant
under the Plan in accordance with the requirements under Article 15.
	 
	22.104  	Integrated Benefit Formula. A benefit formula under Part 4 of the target benefit plan
Agreement that takes into account an Employee’s Social Security benefits. See Section
2.5(c)(2).
	 
	22.105  	Integration Level. The amount used for purposes of applying the Permitted Disparity Method
allocation formula (or the Integrated Benefit Formulas under the target benefit plan
Agreement). The Integration Level is the Taxable Wage Base, unless the Employer designates a
different amount under Part 4 of the Agreement.
	 
	22.106  	Investment Manager. A person (other than the Trustee) who (a) has the power to manage,
acquire, or dispose of Plan assets (b) is an investment adviser, a bank, or an insurance
company as described in §3(38)(B) of ERISA, and (c) acknowledges fiduciary responsibility to
the Plan in writing.
	 
	22.107  	Key Employee. Employees who are taken into account for purposes of determining whether the
Plan is a Top-Heavy Plan. See Section 16.3(c).
	 
	22.108  	Leased Employee. An individual who performs services for the Employer pursuant to an
agreement between the Employer and a leasing organization, and who satisfies the definition of
a Leased Employee under Code §414(n). See Section 1.2(b) for rules regarding the treatment of
a Leased Employee as an Employee of the Employer.
	 
	22.109  	Life Expectancy. A Participant’s and/or Designated Beneficiary’s life expectancy used for
purposes of determining required minimum distributions under the Plan. See Section 10.3(e).
	 
	22.110  	Limitation Year. The measuring period for determining whether the Plan satisfies the Annual
Additions Limitation under Section 7.4(d).
	 
	22.111  	Lookback Year. The 12-month period immediately preceding the current Plan Year during which
an Employee’s status as Highly Compensated Employee is determined. See Section 22.99(b)(2).
	 
	22.112  	Maximum Disparity Percentage. The maximum amount by which the designated percentage of
Excess Compensation under an Excess Benefit formula under Part 4 of the target benefit plan
Agreement may exceed the designated percentage of Average Compensation. See Section
2.5(c)(3)(i).
	 
	22.113  	Maximum Offset Percentage. The maximum amount that may be designated as the offset
percentage under an Offset Benefit formula under Part 4 of the target benefit plan Agreement.
See Section 2.5(c)(3)(ii).
	 
	22.114  	Maximum Permissible Amount. The maximum amount that may be allocated to a Participant’s
Account within the Annual Additions Limitation. See Section 7.4(e).
	 
	22.115  	Measuring Period. The period for which Average Compensation or Offset Compensation is
measured under the target benefit plan Agreement. Unless elected otherwise under Part 3,
#11.b. or Part 3, #12.a. of the target benefit plan Agreement, as applicable, the Measuring
Period is the Plan Year (or the 12-month period ending on the last day of the Plan Year for a
short Plan Year). See Sections 2.5(d)(1)(ii) and 2.5(d)(5)(i).
	 
	22.116  	Multiple Use Test. A special nondiscrimination test that applies when the Plan must perform
both the ADP Test and the ACP Test in the same Plan Year. See Section 17.4.
	 
	22.117  	Named Fiduciary. The Plan Administrator or other fiduciary named by the Plan Administrator
to control and manage the operation and administration of the Plan. To the extent authorized
by the Plan Administrator, a Named Fiduciary may delegate its responsibilities to a third
party or parties. The Employer shall also be a Named Fiduciary.
	 
	22.118  	Net Profits. The Employer’s net income or profits that may be used to limit the amount of
Employer Contributions made under the Plan. See Section 2.2(a)(2).
	 
	22.119  	New Related Employer. An organization that becomes a Related Employer (as defined in Section
22.164) with the Employer by reason of an acquisition or disposition of stock or assets, a
merger, or similar transaction. See Section 21.5 for special procedures under a Standardized
Agreement when there is a New Related Employer.





	 	 	 
	 
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	22.120  	Nonhighly Compensated Employee. Any Employee who is not a Highly Compensated Employee. See
Section 22.99 for the definition of Highly Compensated Employee.
	 
	22.121  	Nonhighly Compensated Employee Group. The group of Nonhighly Compensated Employees included
in the ADP Test and/or the ACP Test. See Section 17.7(f).
	 
	22.122  	Nonintegrated Benefit Formula. A benefit formula under Part 4 of the target benefit plan
Agreement that does not take into account an Employee’s Social Security benefits. See Section
2.5(c)(1).
	 
	22.123  	Non-Key Employee. Any Employee who is not a Key Employee. (See Section 16.3(c).)
	 
	22.124  	Nonresident Alien Employees. An Employee who is neither a citizen of the United States nor a
resident of the United States for U.S. tax purposes (as defined in Code §7701(b)), and who
does not have any earned income (as defined in Code §911) for the Employer that constitutes
U.S. source income (within the meaning of Code §861). If a Nonresident Alien Employee has U.S.
source income, he/she is treated as satisfying this definition if all of his/her U.S. source
income from the Employer is exempt from U.S. income tax under an applicable income tax treaty.
	 
	22.125  	Nonstandardized Agreement. An Agreement under this Prototype Plan under which an adopting
Employer may not rely on a Favorable IRS Letter issued to the Prototype Sponsor. In order to
have reliance from the IRS that the form of the Plan as adopted by the Employer is qualified,
the Employer must request a determination letter on the Plan.
	 
	22.126  	Normal Retirement Age. The age selected under Part 5 of the Agreement. If a Participant’s
Normal Retirement Age is determined wholly or partly with reference to an anniversary of the
date the Participant commenced participation in the Plan and/or the Participant’s Years of
Service, Normal Retirement Age is the Participant’s age when such requirements are satisfied.
If the Employer enforces a mandatory retirement age, the Normal Retirement Age is the lesser
of that mandatory age or the age specified in the Agreement.
	 
	22.127  	Offset Compensation. The average of a Participant’s annual Included Compensation during the
three (3) consecutive Measuring Periods designated under Part 3, #12 of the target benefit
plan Agreement. See Section 2.5(d)(5) for a complete definition of Offset Compensation.
	 
	22.128  	Offset Benefit Formula. A Flat Offset Benefit formula or a Unit Offset Benefit formula under
Part 4 of the target benefit plan Agreement that provides for a Stated Benefit based on a
percentage of Average Compensation offset by a percentage of Offset Compensation. See Section
2.5(c)(2)(iii) and (iv).
	 
	22.129  	Old-Law Calendar Year Election. A special election for determining the Lookback Year under
the Highly Compensated Employee test that was available only for the 1997 Plan Year. See
Section 22.99(b)(6).
	 
	22.130  	Old-Law Required Beginning Date. If so elected under Part 13, #52 of the Agreement [Part 13,
#70 of the 401(k) Agreement], the date by which minimum distributions must commence under the
Plan, as determined under Section 10.3(a)(2).
	 
	22.131  	Owner-Employee. A Self-Employed Individual (as defined in Section 22.180) who is a sole
proprietor, or who is a partner owning more than 10 percent of either the capital or profits
interest of the partnership.
	 
	22.132  	Paired Plans. Two or more Standardized Agreements that are designated as Paired Plans. See
Section 19.6.
	 
	22.133  	Participant. A Participant is an Employee or former Employee who has satisfied the
conditions for participating under the Plan. A Participant also includes any Employee or
former Employee who has an Account Balance under the Plan, including an Account Balance
derived from a rollover or transfer from another qualified plan or IRA. A Participant is
entitled to share in an allocation of contributions or forfeitures under the Plan for a given
year only if the Participant is an Eligible Participant as defined in Section 1.1, and
satisfies the allocation conditions set forth in Section 2.6 and Part 4 of the Agreement.
	 
	22.134  	Period of Severance. A continuous period of time during which the Employee is not employed
by the Employer and which is used to determine an Employee’s Participation under the Elapsed
Time Method. See Section 6.5(b)(2).
	 
	22.135  	Permissive Aggregation Group. Plans that are not required to be aggregated to determine
whether the Plan is a Top-Heavy Plan. See Section 16.3(d).
	 
	22.136  	Permitted Disparity Method. A method for allocating certain Employer Contributions to
Eligible Participants as designated under Part 4 of the Agreement. See Article 2.
	 
	22.137  	Plan. The Plan is the retirement plan established or continued by the Employer for the
benefit of its Employees under this Prototype Plan document. The Plan consists of the BPD and
the elections made under the Agreement. If the





	 	 	 
	 
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Employer adopts more than one Agreement offered
under this Prototype Plan, then each executed Agreement represents a separate Plan, unless the
Agreement restates a previously executed Agreement.




	22.138  	Plan Administrator. The Plan Administrator is the person designated to be responsible for
the administration and operation of the Plan. Unless otherwise designated by the Employer, the
Plan Administrator is the Employer. If any Related Employer has executed a Co-Sponsor Adoption
Page, the Employer referred to in this Section is the Employer that executes the Signature
Page of the Agreement.
	 
	22.139  	Plan Year. The 12-consecutive month period for administering the Plan, on which the records
of the Plan are maintained. The Employer must designate the Plan Year applicable to the Plan
under the Agreement. If the Plan Year is amended, a Plan Year of less than 12 months may be
created. If this is a new Plan, the first Plan Year begins on the Effective Date of the Plan.
If the amendment of the Plan Year or the Effective Date of a new Plan creates a Plan Year that
is less than 12 months long, there is a Short Plan Year. The existence of a Short Plan Year
may be documented under the Plan Year definition on page 1 of the Agreement. See Section 11.7
for operating rules that apply to Short Plan Years.
	 
	22.140  	Pre-Age 35 Waiver. A waiver of the QPSA before a Participant reaches age 35. See Section
9.4(f).
	 
	22.141  	Predecessor Employer. An employer that previously employed the Employees of the Employer.
See Section 6.7 for the rules regarding the crediting of service with a Predecessor Employer.
	 
	22.142  	Predecessor Plan. A Predecessor Plan is a qualified plan maintained by the Employer that is
terminated within the 5-year period immediately preceding or following the establishment of
this Plan. A Participant’s service under a Predecessor Plan must be counted for purposes of
determining the Participant’s vested percentage under the Plan. See Section 4.5(b)(1).
	 
	22.143  	Present Value. The current single-sum value of an Accrued Benefit under a Defined Benefit
Plan.
	 
	22.144  	Present Value Stated Benefit. An amount used to determine the Employer Contribution under
the target benefit plan Agreement. See Section 2.5(b)(3).
	 
	22.145  	Prior Year Testing Method. A method for applying the ADP Test and/or the ACP Test. See
Section 17.2(a)(1) for a discussion of the Prior Year Testing Method under the ADP Test and
Section 17.3(a)(1) for a discussion of the Prior Year Testing Method under the ACP Test.
	 
	22.146  	Pro Rata Allocation Method. A method for allocating certain Employer Contributions to
Eligible Participants under the Plan. See Article 2.
	 
	22.147  	Projected Annual Benefit. An amount used in the numerator of the Defined Benefit Plan
Fraction. See Section 7.5(b)(4).
	 
	22.148  	Protected Benefit. A Participant’s benefits which may not be eliminated by Plan amendment.
Protected Benefits include early retirement benefits, retirement-type subsidies, and optional
forms of benefit (as defined under the regulations). See Section 18.1(c).
	 
	22.149  	Prototype Plan. A plan sponsored by a Prototype Sponsor the form of which is the subject of
a Favorable IRS Letter from the Internal Revenue Service which is made up of a Basic Plan
Document and an Adoption Agreement. An Employer may establish or continue a plan by executing
an Adoption Agreement under this Prototype Plan.
	 
	22.150  	Prototype Sponsor. The Prototype Sponsor is the entity that maintains the Prototype Plan for
adoption by Employers. See Section 18.1(a) for the ability of the Prototype Sponsor to amend
this Plan.
	 
	22.151  	QDRO – Qualified Domestic Relations Order. A domestic relations order that provides for the
payment of all or a portion of the Participant’s benefits to an Alternate Payee and satisfies
the requirements under Code §414(p). See Section 11.5.
	 
	22.152  	QJSA – Qualified Joint and Survivor Annuity. A QJSA is an immediate annuity payable over
the life of the Participant with a survivor annuity payable over the life of the spouse. If
the Participant is not married as of the Distribution Commencement Date, the QJSA is an
immediate annuity payable over the life of the Participant. See Section 9.2.
	 
	22.153  	QMAC Account. The portion of a Participant’s Account attributable to QMACs.
	 
	22.154  	QMACs – Qualified Matching Contributions. An Employer Matching Contribution made by the
Employer that satisfies the requirements under Section 17.7(g).





	 	 	 
	 
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	22.155  	QNEC Account. The portion of a Participant’s Account attributable to QNECs.
	 
	22.156  	QNECs – Qualified Nonelective Contributions. An Employer Nonelective Contribution made by
the Employer that satisfies the requirements under Section 17.7(h).
	 
	22.157  	QPSA – Qualified Preretirement Survivor Annuity. A QPSA is an annuity payable over the life
of the surviving spouse that is purchased using 50% of the Participant’s vested Account
Balance as of the date of death. The Employer may modify the 50% QPSA level under Part 11,
#41.b. of the Agreement [Part 11, #59.b. of the 401(k) Agreement]. See Section 9.3.
	 
	22.158  	QPSA Election Period. The period during which a Participant (and the Participant’s spouse)
may waive the QPSA under the Plan. See Section 9.4(e).
	 
	22.159  	Qualified Election. An election to waive the QJSA or QPSA under the Plan. See Section
9.4(d).
	 
	22.160  	Qualified Transfer. A plan-to-plan transfer which meets the requirements under Section
3.3(d).
	 
	22.161  	Qualifying Employer Real Property. Real property of the Employer which meets the
requirements under ERISA §407(d)(4). See Section 13.5(b) for limitations on the ability of the
Plan to invest in Qualifying Employer Real Property.
	 
	22.162  	Qualifying Employer Securities. An Employer security which is stock, a marketable
obligation, or interest in a publicly traded partnership as described in ERISA §407(d)(5). See
Section 13.5(b) for limitations on the ability of the Plan to invest in Qualifying Employer
Securities.
	 
	22.163  	Reemployment Commencement Date. The first date upon which an Employee is credited with an
Hour of Service following a Break in Service (or Period of Severance, if the Plan is using the
Elapsed Time Method of crediting service). For purposes of applying the Elapsed Time rules
under Section 6.5(b), an Hour of Service is limited to an Hour of Service as described in
Section 22.101(a).
	 
	22.164  	Related Employer. A Related Employer includes all members of a controlled group of
corporations (as defined in Code §414(b)), all commonly controlled trades or businesses (as
defined in Code §414(c)) or affiliated service groups (as defined in Code §414(m)) of which
the adopting Employer is a part, and any other entity required to be aggregated with the
Employer pursuant to regulations under Code §414(o). For purposes of applying the provisions
under this Plan, the Employer and any Related Employers are treated as a single Employer,
unless specifically stated otherwise. See Section 11.8 for operating rules that apply when the
Employer is a member of a Related Employer group.
	 
	22.165  	Required Aggregation Group. Plans which must be aggregated for purposes of determining
whether the Plan is a Top-Heavy Plan. See Section 16.3(f).
	 
	22.166  	Required Beginning Date. The date by which minimum distributions must commence under the
Plan. See Section 10.3(a).
	 
	22.167  	Reverse QNEC Method. A method for allocating QNECs under the Plan. See Section 2.3(e)(2).
	 
	22.168  	Rollover Contribution Account. The portion of the Participant’s Account attributable to a
Rollover Contribution from another qualified plan or IRA.
	 
	22.169  	Rollover Contribution. A contribution made by an Employee to the Plan attributable to an
Eligible Rollover Distribution from another qualified plan or IRA. See Section 8.8(a) for the
definition of an Eligible Rollover Distribution.
	 
	22.170  	Rule of Parity Break in Service. A Break in Service rule used to determine an Employee’s
Participation under the Plan. See Section 1.6(a) for the effect of the Rule of Parity Break in
Service on eligibility to participate under the Plan and see Section 4.6(c) for the
application for the effect of the Rule of Parity Break in Service Rule on vesting.
	 
	22.171  	Safe Harbor 401(k) Plan. A 401(k) plan that satisfies the conditions under Section 17.6.
	 
	22.172  	Safe Harbor Contribution. A contribution authorized under Part 4E of the 401(k) Agreement
that allows the Plan to qualify as a Safe Harbor 401(k) Plan. A Safe Harbor Contribution may
be a Safe Harbor Matching Contribution or a Safe Harbor Nonelective Contribution.
	 
	22.173  	Safe Harbor Matching Contribution Account. The portion of a Participant’s Account
attributable to Safe Harbor Matching Contributions.





	 	 	 
	 
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	22.174  	Safe Harbor Matching Contributions. An Employer Matching Contribution that satisfies the
requirements under Section 17.6(a)(1)(i).
	 
	22.175  	Safe Harbor Nonelective Contribution Account. The portion of a Participant’s Account
attributable to Safe Harbor Nonelective Contributions.
	 
	22.176  	Safe Harbor Nonelective Contributions. An Employer Nonelective Contribution that satisfies
the requirements under Section 17.6(a)(1)(ii).
	 
	22.177  	Salary Reduction Agreement. A Salary Reduction Agreement is a written agreement between an
Eligible Participant and the Employer, whereby the Eligible Participant elects to reduce
his/her Included Compensation by a specific dollar amount or percentage and the Employer
agrees to contribute such amount into the 401(k) Plan. A Salary Reduction Agreement may
require that an election be stated in specific percentage increments (not greater than 1%
increments) or in specific dollar amount increments (not greater than dollar increments that
could exceed 1% of Included Compensation).






A Salary Reduction Agreement may not be effective prior to the later of: (a) the date the
Employee becomes an Eligible Participant; (b) the date the Eligible Participant executes the
Salary Reduction Agreement; or (c) the date the 401(k) plan is adopted or effective. A
Salary Reduction Agreement is valid even though it is executed by an Employee before he/she
actually has qualified as an Eligible Participant, so long as the Salary Reduction Agreement
is not effective before the date the Employee is an Eligible Participant. A Salary Reduction
Agreement may only apply to Included Compensation that becomes currently available to the
Employee after the effective date of the Salary Reduction Agreement.




A Salary Reduction Agreement (or other written procedures) must designate a uniform period
during which an Employee may change or terminate his/her deferral election under the Salary
Reduction Agreement. An Eligible Participant’s right to change or terminate a Salary
Reduction Agreement may not be available on a less frequent basis than once per Plan Year.




	22.178  	Section 401(k) Deferral Account. The portion of a Participant’s Account attributable to
Section 401(k) Deferrals.
	 
	22.179  	Section 401(k) Deferrals. Amounts contributed to the 401(k) Plan at the election of the
Participant, in lieu of cash compensation, which are made pursuant to a Salary Reduction
Agreement or other deferral mechanism, and which are not includible in the gross income of the
Employee pursuant to Code §402(e)(3). Section 401(k) Deferrals do not include any deferrals
properly distributed as excess Annual Additions pursuant to Section 7.1(c)(2).
	 
	22.180  	Self-Employed Individual. An individual who has Earned Income (as defined in Section 22.58)
for the taxable year from the trade or business for which the Plan is established, or an
individual who would have had Earned Income but for the fact that the trade or business had no
Net Profits for the taxable year.
	 
	22.181  	Shareholder-Employee. A Shareholder-Employee means an Employee or officer of a subchapter S
corporation who owns (or is considered as owning within the meaning of Code §318(a)(1)), on
any day during the taxable year of such corporation, more than 5% of the outstanding stock of
the corporation.
	 
	22.182  	Shift-to-Plan-Year Method. The Shift-to-Plan-Year Method is a method for determining
Eligibility Computation Periods, after an Employee’s initial computation period. See Section
1.4(c)(1).
	 
	22.183  	Short Plan Year. Any Plan Year that is less than 12 months long, either because of the
amendment of the Plan Year, or because the Effective Date of a new Plan is less than 12 months
prior to the end of the first Plan Year. See Section 11.7 for the operational rules that apply
if the Plan has a Short Plan Year.
	 
	22.184  	Social Security Retirement Age. An Employee’s retirement age as determined under Section 230
of the Social Security Retirement Act. See Section 2.5(d)(6).
	 
	22.185  	Standardized Agreement. An Agreement under this Prototype Plan that permits the adopting
Employer to rely under certain circumstances on the Favorable IRS Letter issued to the
Prototype Sponsor without the need for the Employer to obtain a determination letter.
	 
	22.186  	Stated Benefit. The amount determined in accordance with the benefit formula selected in
Part 4 of the target benefit plan Agreement, payable annually as a Straight Life Annuity
commencing at Normal Retirement Age (or current age, if later). See Section 2.5(a).
	 
	22.187  	Straight Life Annuity. An annuity payable in equal installments for the life of the
Participant that terminates upon the Participant’s death.





	 	 	 
	 
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	22.188  	Successor Plan. A Successor Plan is any Defined Contribution Plan, other than an ESOP, SEP,
or SIMPLE-IRA plan, maintained by the Employer which prevents the Employer from making a
distribution to Participants upon the termination of a 401(k) plan. See Section 18.2(b)(2).
	 
	22.189  	Taxable Wage Base. The maximum amount of wages that are considered for Social Security
purposes. The Taxable Wage Base is used to determine the Integration Level for purposes of
applying the Permitted Disparity Method allocation formula under the profit sharing or 401(k)
plan Agreement (see Section 2.2(b)(2)) or under the money purchase plan Agreement (see Section
2.4(c)) or for applying the Integrated Benefit Formulas under the target benefit plan
Agreement (see Section 2.5(d)(9)).
	 
	22.190  	Testing Compensation. The compensation used for purposes of the ADP Test, the ACP Test, and
the Multiple Use Test. See Section 17.7(i).
	 
	22.191  	Theoretical Reserve. An amount used to determine the Employer Contribution under the target
benefit plan Agreement. See Section 2.5(b)(4).
	 
	22.192  	Three Percent Method. A method for applying the ADP Test or the ACP Test for a new 401(k)
Plan. See Section 17.2(b) for a discussion of the ADP Test for new plans and Section 17.3(b)
for a discussion of the ACP Test for new plans.
	 
	22.193  	Top-Paid Group. The top 20% of Employees ranked by Total Compensation for purposes of
applying the Top-Paid Group Test. See Section 22.99(b)(4).
	 
	22.194  	Top-Paid Group Test. An optional test the Employer may apply when determining its Highly
Compensated Employees. See Section 22.99(a)(2).
	 
	22.195  	Top-Heavy Plan. A Plan that satisfies the conditions under Section 16.3(g). A Top-Heavy Plan
must provide special accelerated vesting and minimum benefits to Non-Key Employees. See
Section 16.2.
	 
	22.196  	Top-Heavy Ratio. The ratio used to determine whether the Plan is a Top-Heavy Plan. See
Section 16.3(h).
	 
	22.197  	Total Compensation. Total Compensation is used to apply the Annual Additions Limitation
under Section 7.1 and to determine the top-heavy minimum contribution under Section 16.2 (a).
Total Compensation is either W-2 Wages, Withholding Wages, or Code §415 Safe Harbor
Compensation, as designated under Part 3 of the Agreement. For a Self-Employed Individual,
each definition of Total Compensation means Earned Income. Except as otherwise provided under
Sections 7.4(g)(4) and 16.3(i), each definition of Total Compensation (including Earned Income
for Self-Employed Individuals) is increased to include Elective Deferrals (as defined in
Section 22.61) and elective contributions to a cafeteria plan under Code §125 or to an
eligible deferred compensation plan under Code §457. For years beginning on or after January
1, 2001, each definition of Total Compensation also is increased to include elective
contributions that are not includible in an Employee’s gross income as a qualified
transportation fringe under Code §132(f)(4). The Employer may elect an earlier effective date
under Appendix B-3.c. of the Agreement.






Unless modified under the Agreement, Total Compensation does not include amounts paid to an
individual as severance pay to the extent such amounts are paid after the common-law
employment relationship between the individual and the Employer has terminated. The Employer
may modify the definition of Total Compensation under Part 13, #51.b. or c. of the Agreement
[Part 13, #69.b. or c. of the 401(k) Agreement]. The Employer may elect under #51.b. or
#69.b., as applicable, to modify the definition of Total Compensation to include imputed
compensation of Disabled Employees as permitted under Section 7.4(g)(3) of this BPD.
Additional modifications may be made under #51.c. or #69.c., as applicable. Any modification
to the definition of Total Compensation must be consistent with the definition of
compensation under Treas. Reg. §1.415-2(d).




	 	(a)  	W-2 Wages. Wages within the meaning of Code §3401(a) and all other payments of
compensation to an Employee by the Employer (in the course of the Employer’s trade or
business) for which the Employer is required to furnish the Employee a written
statement under Code §6041(d), 6051(a)(3), and 6052, determined without regard to any
rules under Code §3401(a) that limit the remuneration included in wages based on the
nature or location of the employment or the services performed.
	 
	 	(b)  	Withholding Wages. Wages within the meaning of Code §3401(a) for the purposes
of income tax withholding at the source but determined without regard to any rules that
limit the remuneration included in wages based on the nature or location of the
employment or the services performed.
	 
	 	(c)  	Code §415 Safe Harbor Compensation. A Participant’s wages, salaries, fees for
professional services and other amounts received for personal services actually
rendered in the course of employment with the Employer (without regard to whether or
not such amounts are paid in cash) to the extent that the amounts are includible in
gross income. Such amounts include, but are not limited to, commissions, compensation
for services on the basis of a percentage of profits, tips, bonuses, fringe benefits,
and reimbursements or other





	 	 	 
	 
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expense allowances under a nonaccountable plan (as described in Treas. Reg. §1.62-2(c)), and excluding the following:




	 	(1)  	Employer contributions to a plan of deferred compensation which
are not includible in the Employee’s gross income for the taxable year in which
contributed, or Employer contributions (other than Elective Deferrals) under a
SEP (as described in Code §408(k)), or any distributions from a plan of
deferred compensation. For this purpose, Employer contributions to a plan of
deferred compensation do not include Elective Deferrals (as defined in Section
22.61), elective contributions to a cafeteria plan under Code §125 or a
deferred compensation plan under Code §457 and, for years beginning on or after
January 1, 2001, qualified transportation fringes under Code §132(f)(4). The
Employer may elect an earlier effective date for qualified transportation
fringes under Appendix B-3.c. of the Agreement.
	 
	 	(2)  	Amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture.
	 
	 	(3)  	Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option.
	 
	 	(4)  	Other amounts which received special tax benefits, or
contributions made by the Employer (other than Elective Deferrals) towards the
purchase of an annuity contract described in Code §403(b) (whether or not the
contributions are actually excludable from the gross income of the Employee).






	22.198  	Transfer Account. The portion of a Participant’s Account attributable to a direct transfer
of assets or liabilities from another qualified retirement plan. See Section 3.3 for the rules
regarding the acceptance of a transfer of assets under this Plan.
	 
	22.199  	Trust. The Trust is the separate funding vehicle under the Plan.
	 
	22.200  	Trustee. The Trustee is the person or persons (or any successor to such person or persons)
named in the Trustee Declaration under the Agreement. The Trustee may be a Discretionary
Trustee or a Directed Trustee. See Article 12 for the rights and duties of a Trustee under
this Plan.
	 
	22.201  	Two-Step Formula. A method of allocating certain Employer Contributions under the Permitted
Disparity Method. See Section 2.2(b)(2)(i).
	 
	22.202  	Union Employee. An Employee who is included in a unit of Employees covered by a collective
bargaining agreement between the Employer and Employee representatives and whose retirement
benefits are subject to good faith bargaining. For this purpose, an Employee will not be
considered a Union Employee for a Plan Year if more than two percent of the Employees who are
covered pursuant to the collective bargaining agreement are professionals as defined in
section 1.410(b)-9 of the regulations. For this purpose, the term “Employee representatives”
does not include any organization more than half of whose members are Employees who are
owners, officers, or executives of the Employer.
	 
	22.203  	Unit Benefit. A Nonintegrated Benefit Formula under Part 4 of the target benefit plan
Agreement that provides for a Stated Benefit equal to a specified percentage of Average
Compensation multiplied by the Participant’s projected Years of Participation with the
Employer. See Section 2.5(c)(1)(ii).
	 
	22.204  	Unit Excess Benefit. An Integrated Benefit Formula under Part 4 of the target benefit plan
Agreement that provides for a Stated Benefit equal to a specified percentage of Average
Compensation plus a specified percentage of Excess Compensation multiplied by the
Participant’s projected Years of Participation. See Section 2.5(c)(2)(ii).
	 
	22.205  	Unit Offset Benefit. An Integrated Benefit Formula under Part 4 of the target benefit plan
Agreement that provides for a Stated Benefit equal to a specified percentage of Average
Compensation offset by a specified percentage of Offset Compensation multiplied by the
Participant’s projected Years of Participation. See Section 2.5(c)(2)(iv).
	 
	22.206  	Valuation Date. The date or dates selected under Part 12 of the Agreement upon which Plan
assets are valued. If the Employer does not select a Valuation Date under Part 12, Plan assets
will be valued as of the last day of each Plan Year. Notwithstanding any election under Part
12 of the Agreement, the Trustee and Plan Administrator may agree to value the Trust on a more
frequent basis, and/or to perform an interim valuation of the Trust. See Sections 12.6 and
13.2.
	 
	22.207  	Vesting Computation Period. The 12-consecutive month period used for measuring whether an
Employee completes a Year of Service for vesting purposes. See Section 4.4.





	 	 	 
	 
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	22.208  	W-2 Wages. An optional definition of Total Compensation which the Employer may select under
Part 3, #9.a. of the Agreement. See Section 22.197(a) for the definition of W-2 Wages.
	 
	22.209  	Withholding Wages. An optional definition of Total Compensation which the Employer may
select under Part 3, #9.b. of the Agreement. See Section 22.197(b) for the definition of
Withholding Wages.
	 
	22.210  	Year of Participation. Years of Participation are used to determine a Participant’s Stated
Benefit under the target benefit plan Agreement. See Section 2.5(d)(10).
	 
	22.211  	Year of Service. An Employee’s Years of Service are used to apply the eligibility and
vesting rules under the Plan. Unless elected otherwise under Part 7 of the Agreement, an
Employee will earn a Year of Service for purposes of applying the eligibility rules if the
Employee completes 1,000 Hours of Service with the Employer during an Eligibility Computation
Period. (See Section 1.4(b).) Unless elected otherwise under Part 7 of the Agreement, an
Employee will earn a Year of Service for purposes of applying the vesting rules if the
Employee completes 1,000 Hours of Service with the Employer during a Vesting Computation
Period. (See Section 4.5.)





	 	 	 
	 
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