Exhibit 10.2


 


		'"' NONSTANDARDIZED PROTOTYPE PROFIT SHARING/401(k) PLAN ADOPTION AGREEMENT By executing this Prototype Profit Sharingl401(k) Plan Adoption Agreement (the "Agreement"), the undersigned Employer agrees to establish or continue a Profit Sharingi40I(k) Plan. The Profit Sharingl401(k) Plan adopted by the Employer consists of the Defined Contribution Prototype Plan and Trust Basic Plan Document #03 (the "BPD") and the elections made under this Nonstandardized Adoption Agreement (collectively referred to as the "Plan"). An Employer fllay jointly co-sponsor the Plan by signing a Participating Employer Adoption Page, which is attached to this Agreement. This Plan is effective as of the Effective Date identified on the Signature Page of this Agreement. In completing the provisions of this Adoption Agreement, unless designated otherwise, selections under the Deferral column apply to all Salary Deferrals (including Roth Deferrals and Catch-Up Con tributions) and After-Tax Employee Contributions. In addition, selections under the Deferral column apply to any Safe Harbor Contributions, unless designated otherwise under AA §6C, and also apply to any QNECs and/or QMACs made under the Plan, unless designated otherwise under AA §6D. The selections under the Match column apply to Matching Contributions under AA §6B and selections under the ER column apply to Employer Contributions under AA §6. SECTIONl EMPLOYER INFORMATION The information contained in this Section 1 is informational only. The information set forth in this Section I may be modified without amending this Agreement. Any changes to this Section I may be accomplished by substituting a new Section I with the updated information. The information contained in this Section I is not required for qualification purposes and any changes to the provisions under this Section I will not affect the Employer's reliance on the IRS Favorable Letter. l-1 EMPLOYER INFORMATION: Name: William Penn Bank Address: 1309 S. Woodbourne Road Levittown, PA 19057 Telephone: (215) 945-1200 Fax: 1-2 EMPLOYER IDENTIFICATION NUMBER (EIN): .=,23 - 09 5:..!.39 3 0-------------------1-3 FORM OF BUSINESS: 0 0 0 0 C-Corporation Partnership I Limited Liability Partnership Sole Proprietor 0 0 0 S-Corporation Limited Liability Company Tax-Exempt Entity Other:----------------- [Note: Any entity entered under "Other" must be a legal entity recognized under federal income tax laws. ] 1-4 EMPLOYER'S TAX YEAR END: The Employer's tax year ends ""D.><;ec"'e"-'m""b'-"e"--r"'-3..._1 l-5 RELATED EMPLOYERS: I s the Employer part of a group of Related Employers (as defined in Section 1 .121 of the Plan)? 0 Yes 0 No If yes, Related Employers may be listed below. A Related Employer must complete a Participating Employer Adoption Page for Employees of that Related Employer to participate in this Plan. The failure to cover the Employees of a Related Employer may result in a violation ofthe minimum coverage rules under Code §4IO(b). (See Section 2.02(c) ofthe Plan.) [Note: This AA §1-5 is for informational purposes. The failure to identify all Related Employers under this AA §1-5 will not jeopardize the qualified status of the Plan.] J SECTION2 PLAN INFORMATION 2-1 PLAN NAME: William Penn Bank. 40l(k) Retirement Savings Plan © Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page I 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 2 - Plan Information 2-2 PLAN NUMBER:""'00"2"',_ 0 PS and 401(k) Plan 2-3 TYPE OF PLAN:0 Profit Sharing (PS) Plan only 0 PS and Safe Harbor 40 I(k) Plan PLAN YEAR: 2-4 0 (a) 0 (b) 0 (c) Calendar year. The 12-consecutive month period ending on The Plan has a Short Plan Year running from to . each year. 2-5 FROZEN PLAN: Check this AA §2-5 if the Plan is a frozen Plan to which no contributions will be made. 0 This Plan is a frozen Plan effective . (See Section 3.02(a)(7) of the Plan.) [Note: As a frozen Plan, the Employer will not make any contributions with respect to Plan Compensation earned after such date and no Participant will be permitted to make any contributions to the Plan after such date. In addition, no Employee will become a Participant after the date the Plan is frozen.] MULTIPLE EMPLOYER PLAN: Is this Plan a Multiple Employer Plan as defined in Section 1.82 of the Plan? (See Section 16.07 of the Plan for special rules applicable to Multiple Employer Plans.) 2-6 0 Yes 0 No 2-7 PLAN ADMINISTRATOR: 0 (a) O (b) The Employer identified in AA § 1-1. Name: Address: Telephone:------ - - -------[ Note: This AA §2-7 may be used to designate an individual who is acting as Plan Administrator under ERISA §3(16). To the extent an individual is named in this AA §2-7 does not take on all responsibilities of Plan Administrator, the Employer will retain those responsibilities as Plan Administrator. See Section 1.96 of the Plan.] SECTION3 ELIGIBLE EMPLOYEES ELIGIBLE EMPLOYEES: In addition to the Employees identified in Section 2.02 of the Plan, the following Employees are excluded from participation under the Plan with respect to the contribution source(s) identified in this AA §3-1. See Sections 2.02(e) and (f) of the Plan for rules regarding the effect on Plan participation if an Employee changes between an eligible and ineligible class of employment. 3-1 Deferral 0 0 0 Match 0 0 0 ER 0 0 0 (a) (b) (c) No exclusions Collectively Bargained Employees Non-resident aliens who receive no com pensation from the Employer which constitutes U.S. source income Leased Employees 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (d) (e) Employees paid on an hourly basis (f) (g) (h) Employees paid on a salaried basis Commissioned Employees Highly Compensated Employees (i) Key Employees Non-Key Employees w ho are Highly Compensated U) (k) Other: Part Time Em ployees 0 Copynght 2014 PPA Restatemmt - Prototype DC-BPD #03 Page l 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 3 - Eligible Employees [Note: A class of Employees excluded under the Plan must be defined in such a way that it precludes Employer discretion and may not provide for an exclusion designed to cover only Nonhighly Compensated Employees with the lowest amount of compensation and/or the shortest periods of service who may represent the minimum number of Nonhighly Compensated Employees necessary to satisfy the coverage requirements under Code §410(b). See Section2.02(b)(6) of the Plan for special rules that apply to service-based exclusions (e.g.. part-time Employees). Also see Section 2.02(b) ofthe Plan for rules regarding the automatic exclusion/inclusion of other Employees.] EMPLOYEES OF AN EMPLOYER ACQUIRED AS PART OF A CODE §410(b)(6)(C) TRANSACTION.An Employee acquired as part of a Code §41 O(b)(6)(C) transaction will become an Eligible Employee as of the date of the transaction (unless otherwise excluded Wlder AA §3-1 or this AA §3-2). (See Section 2.02(d) of the Plan.) Employees of the following Employers acquired as part of a Code §41O(b)(6)(C) transaction are not eligible to participate under the Plan. 3-2 0 (a) Employees of an Employer acquired as part of a Code §410(b)(6)(C) transaction will not become an Eligible Employee until after the expiration of the transition period described in Code §410(b)(6)(C)(iii) (i.e., the period beginning on the date of the transaction and ending on the last day of the first Plan Year beginning after the date of the transaction). (See Section 2.02(d) of the Plan.) All Employees of any Employer acquired as part of a Code §41O(b)(6)(C) transaction are excluded. The following acquired Employees are excluded/included under the Plan: [Note: This subsection may be used to provide for the inclusion or exclusion of Employees with respect to specific Employers at a time other than provided under this AA §3-2. ] Describe any special rules that apply for purposes of applying the rules under this AA §3-2:---------- [Note: If this AA §3-2 is not completed Employees acquired under a Code §4/0(b)(6)(C) transaction are eligible to participate under the Plan as of the date of the transaction. However, see Section 2.02(c) of the Plan for rules regarding the coverage of Employees of a Related Employer and AA §4-5 for rules regarding the crediting of service with a Predecessor Employer. Any special rules are subject to the minimum coverage requirements under Code §4/0(b) and the nondiscrimination rules under Code §401(a)(4). ] 0 (b) 0 (c) 0 (d) SECTION4 MlNIMliM AGE AND SERVICE REQlliREMENTS 4-1 ELIGffiiLITY REQUIREMENTS-M INI.l'\1UM AGE AND SERVICE: An Eligible Employee (as defined in AA §3-1) who satisfies the minimum age and service conditions under this AA §4-1 will be eligible to participate under the Plan as of his/her Entry Date (as defined in AA §4-2 below). (a) Service Requirement. An Eligible Employee must complete the following minimum service requirements to participate in the Plan. If a different minimum service requirement applies for the same contribution type for different groups of Employees or for different cont ribution formulas, such differences may be described under subsection (c). Deferral 0 0 Match 0 0 ER 0 0 (I) (2) There is no minimum service requirement for participation in the Plan. One Year of Service (as defined in Section 2.03(a)( I) of the Plan and AA §4-3). The completion of at least [ cannot exceed 1,000] Hours of Service during 0 0 0 (3) the first_ [cannot exceed 12] months of employment or the completion of a Year of Service (as defined in AA §4-3), if earlier. 0 (i) An Employee who completes the required Hours of Service satisfies eligibi lity at the end of the designated period, regardless if the Employee actually works for the entire period. An Employee who completes the required Hours of Service must al so be employed continuously during the
designated period of employment. See Section 2.03(a)(2) of the Plan for rules regarding the application of this subsection (ii). 0 (i i) 0 0 0 (4) The completion of_ [ cannot exceed 1,000] Hours of Service during an Eligibility Computation Period. [An Employee satisfies the service requirement immediately upon completion of the designated Hours of Service rather than at 0 Copyright20 /4 PPA Restatement-Prototype DC-BPD #03 Page 3 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 4-Minimum Age and Service Requirements Ihe end of the Eligibility Computa/ion Period] Full-time Employees are eligible to participate as set forth in subsection (i). Employees who are "part-time" Employees must complete a Year of Service (as defined in AA §4-3). For this purpose, a full-time Employee is any Employee not defined in subsection (ii). (i) Full-time Employees must complete the following minimum service requirements to participate in the Plan: 0 0 0 (5) 0 (A) There is no minimum service requirement for participation in the Plan. The completion of at least[cannot exceed 1,000] Hours of 0 (B) Service during the first [cannot exceed 12] months of employment or the completion of a Year of Service (as defined in AA §4-3), if earlier. Under the Elapsed Time method as defined in AA §4-3(c) below. Describe: [Note: Any conditions provided under {D) must satisfy the requirements of Code §4JO(a). ] O(C) 0 (D) (ii) Part-time Employees must complete a Year of Service (as defined in AA §4-3). ForIhis purpose, a part-time Employee is any Employee (including a temporary or seasonal Employee) whose normal work schedule is less than: 0 (A) JQ__ hours per week. _ hours per month. 0 (B) O (C) hours per year. N/A 0 0 (6) Two (2) Years of Service. [Full and immediate vesting must be chosen under AA §8-2. ] 0 0 0 0 0 0 0 0 0 (7) Under the Elapsed Time method as defined in AA §4-3(c) below. (8) Describe eligibility conditions: Describe eligibility conditions: [Note: Any conditions on eligibility must satisfy the requirements of Code §410(a). An eligibility condition under this AA §4-1 may not cause an Employee to enter the Plan later than the first Entry Date following the completion of a Year of Service (as defined in AA §4-3). Also see Section 2.02(b)(5) and (6) for rules regarding the exclusion of certain "short-service" Employees and disguised service conditions.} (b) Minimum Age Requirement. An Eligible Employee (as defined in AA 3-1) must have attained the following age with respect to the contribution source(s) identified in this AA §4-1 (b). Deferral 0 0 0 0 Match 0 0 0 0 ER 0 0 0 0 (I) (2) (3) (4) There is no minimum age tor Plan eligibility. Age 21. Age 20Y:.. Age_ (not later than age 21). 0 (c) Special eligibility rules.The following special eligibility rules apply with respect to the Plan: [Note: This subsection (c) may be used to apply the eligibility conditions selected under this AA §4-1 separately with respect to different Employee groups or different contribwion formulas under the Plan. Any special eligibility rules must satisfy the requirements of Code §410(a).] 0 Copyright 2014 PPA Restatemenr - Prototype DC-BPD #OJ Page 4 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 4 - Minimum Age and Service Requirements 4-2 ENTRY DATE: An Eligible Employee (as defined in AA §3-1) who satisfies the minimum age and service requirements in AA §4-1 shall be eligible to participate in the Plan as of his/her En try Date. For this purpose, the Entry Date is the following date with respect to the contribution source(s) identified under this AA §4-2. Deferral 0 ER 0 Match 0 (a) Immediate. The date the minimum age and service requirements are satisfied (or date of hire, if no minimum age and service requirements apply). Semi-annual.The first day of the 1st and 7th month of the Plan Year. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (b) (c) (d) Quarterly. The first day of the I st, 4th, 7th and lOth month of the Plan Year. Monthly. The first day of each calendar month. (e) (f) Payroll period. The first day of the payroll period. The first day of the Plan Year. [See Section 2.03(b)(2) of the Plan for special rules that apply.] An Eligible Employee's Entry Date (as defined above) is determined based on when the Employee satisfies the minimum age and service requirements in AA §4-1 . For this purpose, an Employee's Entry Date is the Entry Date: Deferral 0 0 Match 0 0 ER 0 0 (g) next following satisfaction of the minimum age and service requirements. (h) coinciding with or next following satisfaction of the minimum age and service requirements. 0 0 0 0 N/A N/A (i) nearest the satisfaction of the minimum age and service requirements. preceding the satisfaction of the minimum age and service requirements. U) This section may be used to describe any special rules for determining Entry Dates under the Plan. For example, if different Entry Date provi sions apply for the same contribution sources with respect to different groups of Employees, such different Entry Date provisions may be described below. ER 0 Deferral 0 Match 0 (k) Describe any special rules that apply with respect to the Entry Dates under this AA §4-2:-------------------------------------------------------[Note: Any special rules must satisfy the requirements of Code §4/0(a) and may not cause an Employee to enter the Plan later than the first Entry Date following the completion of a Year of Service (as defined in AA §4-3).] 4-3 DEFAULT ELIGIBILITY RULES. In applying the minimum age and service requirements under AA §4-1 above, the following default rules apply with respect to all contribution sources under the Plan: • Year of Service. An Employee earns a Year of Service for eligibility purposes upon completing I ,000 Hours of Service during an Eligibility Computation Period. Hours of Service are calculated based on actual hours worked during the Eligibility Computation Period. (See Section I .71 of the Plan for the definition of Hours of Service.) Eligibility Computation Period. If one Year of Service is required for eligibility, the Plan will determine subsequent Eligibility Computation Periods on the basis of Plan Years. (See Section 2.03(a)(3)(i) of the Plan.) If more than one Year of Service is required for eligibility, the Plan will determine subsequent Eligibility Computation Periods on the basis of Anniversary Years. However, if the Employee fails to earn a Year of Service in the first or second Eligibility Computation Period, the Plan will determine subsequent Eligibility Computation Periods on the basis of Plan Years beginning in the first or second El igibility Computation Period, as applicable. (See Section 2.03(a)(3)(ii) of the Plan.) Break in Service Rules. The Nonvested Participant Break in Service rule and the One-Year Break in Service rule do NOT apply. (See Section 2.07 of the Plan.) • • To override the default eligibility rules, complete the applicable sections of this AA §4-3. If this AA §4-3 is not completed for a particular contribution source, the default eligibility rules apply. CJ Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page S 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 4-Minimum Age and Service Requirements Deferral 0 Match 0 ER 0 (a) Year of Service. Instead of I ,000 Hours of Service, an Employee earns a Year of Service upon the completion of [must be less than 1,000] Hou rs of Service during an Eligibility Computation Period. Eligibility Computation Period (ECP).The Plan will use Anniversary Years for all Eligibility Computation Periods. (See Section 2.03(a)(3) of the Plan.) 0 0 0 (b) 0 0 0 (c) Elapsed Time method. Eligibility service will be determined under the Elapsed Time method. An Eligible Employee (as defined in AA §3-1) must complete a _ period of service to participate in the Plan. (See Section 2.03(a)(6) of the Plan.) [Note: Under the Elapsed Time method, service will be measured from the Employee's employment commencement date (or reemployment commencement date, if applicable) without regard to the Eligibility Computation Period designated in Section 2.03(a)(3) of the Plan. The period of service may not exceed 12 months for eligibility for Salary Deferrals or After-Tax Employee Contributions. If a period greater than 12 months is entered and the Salary Deferral column is checked, the period of service will be deemed to be a 12-month period. If a period greater than 12 months applies to Matching Contributions or Employer Contributions, 100% vesting must be selected under AA §8 for those contributions.] 0 0 0 (d) Equivalency Method. For purposes of determining an Employee's Hours of Service for eligibility, the Plan will use the Equivalency Method (as defined in Section 2.03(a)(5) of the Plan). The Equivalency Method will apply to: 0 (I)All Employees. 0 (2) Only Employees for whom the Employer does not maintain hourly records. For Employees for whom the Employer maintains hourl y records, eligibility will be determined based on actual hours worked. Hours of Service for eligibility will be determined under the following Equivalency Method. 0 (3) Monthly. 190 Hours of Service for each month worked. Weekly. 45 Hours of Service for each week worked. Daily. I 0 Hours of Service for each day worked. Semi-monthly. 95 Hours of Service for each semi-monthl y period worked. 0 0 0 (4) (5) (6) 0 0 N/A (e) Non vested Participant Break in Service rule applies. Service earned prior to a Nonvested Participant Break in Service will be disregarded in applying the eligibility rules. (See Section 2.07(b) of the Plan.) 0 The Nonvested Participant Break in Service rule applies to all Employees, including Employees who have not terminated employ ment. 0 0 0 (f) One-Year Break in Service rule applies.The One-Year Break in Service rule (as defined in Section 2.07(d) of the Plan) applies to temporarily disregard an Employee's service earned prior to a one-year Break in Service. (See Section 2.07(d) of the Plan ifthe One-Year Break in Service rule applies to Salary Deferrals.) 0 The One-Year Break in Service rule applies to all Employees, including Employees who have not terminated employment. 0 0 0 Special eligibility provisions. (g) [Note: Any conditions provided under subsection (g) must satisfy the requirements of Code §410(a) and may not cause an Employee to enter the Plan later than the first Entry Date following the completion of a Year of Service (as defined in this AA §4-3).] © Copyright 2014 PPA Restatemenr - Prototype DC-BPD #03 Page 6 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 4-Minimum Age and Service Requirements 4-4 EFFECTIVE DATE OF MINIMUM AGE AND SERVICE REQUIREMENTS. The minimum age and/or service requirements under AA §4-1 apply to all Employees under the Plan. An Employee will participate with respect to all contribution sources under the Plan as of his/her Entry Date, taking into account all service with the Employer, including service earned prior to the Effective Date. To allow Employees hired on a specified date to enter the Plan without regard to the minimum age and/or service conditions, complete this AA §4-4. Deferral 0 Match 0 ER 0 An Eligible Employee who is employed by the Employer on the following date will become eligible to enter the Plan without regard to minimum age and/or service requirements (as designated below): 0 (a) the Effective Date of this Plan (as designated in the Employer Signature Page). the date the Plan is executed by the Employer (as indicated on the Employer Signature Page). [insert date] 0 (b) 0 (c) An Eligible Employee who is employed on the designated date will become eligible to participate in the Plan without regard to the minimum age and service requirements under AA §4-1. If both minimum age and service conditions are not waived, select (d) or (e) to designate which condition is waived under this AA §4-4. 0 (d) 0 (e) This AA §4-4 only applies to the minimum service condition. This AA §4-4 only applies to the minimum age condition. The provisions of this AA §4-4 apply to all Eligible Employees employed on the designated date unless designated otherwise under subsection (f) or (g) below. O(f) The provisions of this AA §4-4 apply to the following group of Employees employed on the designated date: 0 (g) Describe special rules: ----------------[Note: An Employee who is employed as of the date described in this AA §4-4 will be eligible to enter the Plan as of such date unless a different Entry Date is designated under subsection (g). The provisions of this AA §4-4 may not violate the minimum age or service rules under Code §410 or violate the nondiscrimination requirements under Code §40l(a)(4). ] 4-5 SERVICE WITH PREDECESSOR EMPLOYER. If the Employer is maintaining the Plan of a Predecessor Employer, service with such Predecessor Employer is automatically counted for eligibility, vesting and for purposes of applying any allocation conditions under AA §6-5 and AA §6B-7. In addition, this AA §4-5 may be used to identify any Predecessor Employers for whom service will be counted for purposes of determining eligibility, vesting and allocation conditions under this Plan. (See Sections 2.06, 3.09(c) and 7.08 of the Plan.) If this AA §4-5 is not completed, no service with a Predecessor Employer will be counted except as otherwise required under this AA §4-5. 0 (a) Identify Predecessor Employer(s): 0 (I)The Plan will count service with all Employers which have been acquired as part of a transaction under Code §41O(b)(6)(C). 0 (2) The Plan will count service with the following Predecessor Employers: Allocation Vesting Name of Predecessor Employer Eligibility Conditions 0 0 (I) 0 0 0 (b) Describe any special provisions applicable to Predecessor Employer service:--------------- [Note: Any special provisions may not violate the nondiscrimination requirements under Code §401(a)(4). ] © Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page 7 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 5 -Compensation Definitions SECTIONS COMPENSATION DEFINITIONS 5-1 TOTAL COMPENSATION.Total Compensation is based on the definition set forth under this AA §5-1. See Section 1.142 of the Plan for a specific definition of the various types of Total Compensation. li2l (a) 0 (b) 0 (c) W-2 Wages Code §415 Compensation Wages under Code §340l(a) [For purposes of determining Total Compensation, each definition includes Elective Deferrals as defined in Section 1.46 of the Plan, pre-tax contributions to a Code§125 cafeteria plan or a Code §457 plan, and qualified transportation fringes under Code §132(/)(4). ] 5-2 POST-SEVERANCE COMPENSATION.Total Compensation includes post-severance compensation, to the extent provided in Section 1 .142(b) of the Plan. 0 (a) Exclusion of post-severance compensation from Total Compensation.The following amounts paid after a Participant's severance of employment are excl uded from Total Compensation: 0 (I ) Unused leave payments. Pay ment for unused accrued bona fide sick, vacation, or other leave, but only ifthe Employee would have been able to use the leave if employment had continued. Deferred compensation. Payments received by an Employee pursuant to a nonqualified unfunded deferred compensation plan, but only if the pay ment would have been paid to the Employee at the same time if the Employee had continued in employment and only to the extent that the payment is includible in the Employee's gross income. 0 (2) [Note: Plan Compensation (as defined in Section 1.97 of the Plan) includes any post-severance compensation amounts that are includible in Total Compensation. The Employer may elect to exclude all compensation paid after severance of employment or may elect to exclude specific types of post-severance compensation/rom Plan Compensation under AA §5-3.] 0 ( b) Continuation payments for disabled Participants. Unless designated otherwise under this subsection (b), Total Compensation does not include continuation payments for disabled Participants. 0 Payments to disabled Participants.Total Compensation shall include post-severance compensation paid to a Participant who is permanently and totally disabled, as provided in Section 1 .142(c)(2) of the Plan. For this purpose, disability continuation payments will be included for: 0 (I) 0 (2) Nonhighly Compensated Employees onl y. All Participants who are permanently and totall y disabled for a fixed or determinable period. 5-3 PLAN COMPENSATION: Plan Compensation is Total Compensation (as defined in AA §5-1 above) with the following exclusions described below. ER 0 0 Deferral 0 N/A Match 0 0 (a) (b) No exclusions. Electi ve Deferrals (as defined in Section 1 .46 of the Plan), pre-tax contributions to a cafeteria plan or a Code §457 plan, and qualified transportation fringes under Code § 132(t)(4) are excluded. All fringe benefits (cash and noncash), reimbursements or other expense allowances, moving expenses, deferred compensation, and welfare benefits are excl uded. Compensation above$_ is excluded. (See Section 1.97 of the Plan.) Amounts recei ved as a bonus are excluded. Amounts recei ved as commissions are excluded. li2l 0 li2l (c) 0 0 0 (d) 0 0 0 0 0 0 0 0 0 (e) (f) (g) Overtime payments are excluded. Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page 8 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 5-Compensation Definitions 0 0 0 (h) Amounts received for services performed for a non- signatory Related Employer are excluded. (See Section 2.02(c) of the Plan.) "Deemed §125 compensation" as defined in Section 1.142(d) of the Plan. 0 0 0 (i) 0 0 0 U) Amounts received after termination of employment are excluded. (See Section 1.142(b) of the Plan.) Differential Pay (as defined in Section 1.142(e) of the Plan). 0 0 0 0 0 0 (k) (I) Describe adjustments to Plan Compensation:-- - ---[Note: Any exclusions selected under subsection (e)-(/) may cause the definition of Plan Compensation to fail to satisfy a safe harbor definition of compensation under Code §414(s). If the permitted disparity allocation formula is selected under AA §6-3(c), the definition of Plan Compensation must satisfy the nondiscrimination requirements under Treas. Reg. §1.414(s)-J(a) to qualify for the permitted disparity allocation safe harbor. Any adjustments to Plan Compensation under subsection (/) must be definitely determinable and preclude Employer discretion. See AA §6C-4 for the definition of Plan Compensation as it applies to Safe Harbor Contributions.] 5-4 PERIOD FOR DETERMlNlNG COMPE NSATION. (a) Compensation Period. Plan Compensation will be determined on the basis of the following period(s) for the contribution sou rces identified in this AA §5-4. [Ifa period other than Plan Year applies for any contribution source, any reference to the Plan Year as it refers to Plan Compensation for that contribution source will be deemed to be a reference to the period designated under this AA §5-4. ] Match 0 0 0 0 Deferral 0 0 0 0 ER [?.! ( I ) ThePianYear. 0 0 0 (2) (3) The calendar year ending in the Plan Year. The Employer's fiscal tax year ending in the Plan Year. (4) The 12-month period ending on which ends during the Plan Year. (b) Co mpensation while a Participant. Unless provided otherwise under this subsection (b), in determining Plan Compensation, only compensation earned whi le an individual is a Participant under the Plan with respect to a particular contribution source will be taken into account. To count compensation for the entire Plan Year for a particular contribution source, including compensation earned while an indi vidual is not a Participant with respect to such contribution source, check below. (See Section 1.97 of the Plan.) Deferral 0 Match 0 ER 0 All compensation earned during the Plan Year will be taken into account, including compensation earned while an individual is not a Participant. (c) Few weeks rule. The few weeks rule (as described in Section 5.03(c)(7)(ii) of the Plan) will not apply unless designated otherwise under this subsection (c). 0 Amounts earned but not paid during a Limitation Year solely because of the timing of pay periods and pay dates shall be included in Total Compensation for the Limitation Year, provided the amounts are paid during the first few weeks of the next Limitation Year, the amounts are included on a uniform and consistent basis with respect to all similarly situated Employees, and no amounts are included in more than one Limitation Year. 0Copyright2014 PPA Restatement - Prototype DC-BPD #03 Page 9 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6-Employer Contributions SECTION6 EMPLOYER CONTRIBUTIONS 6-1 EMPLOYER CONTRIBUTIONS. Is the Employer authorized to make Employer Contributions under the Plan (other than Safe Harbor Employer Contributions or QNECs)? 0 Yes 0 No [if No, skip to Section 6A.) [Note: See AA §6C below for rules regarding Safe Harbor Employer Contributions and AA §6D-3 for rules regarding Qualified Nonelective Contributions (QN ECs). ] 6-2 EMPLOYER CONTRIBUTION FORMULA. For the period designated in AA §6-4(a) below, the Employer will make the following Employer Contributions on behalf of Participants who satisfY the allocation conditions designated in AA §6-5 below. Any Employer Contribution authorized under this AA §6-2 will be allocated in accordance with the allocation formula selected under AA §6-3. 0 (a) Discretionary contribution.The Employer will determine in its sole discretion how much, if any, it will make as an Employer Contribution. Fixed contribution. 0 (b) 0 (I) 0 (2) 0 (3) %of each Participant's Plan Compensation. $ for each Participant. The Employer Contribution will be determined in accordance with any Collective Bargaining Agreemen t(s) addressing retirement benefits of Collectively Bargained Employees under the Plan. 0 (c) Service-based contribution. The Employer wi ll make the following con tri bution: 0 (I) Discretionary. A discretionary contribution determined as a uniform percentage of Plan Compensation or a uniform dollar amount for each period of service designated below. Fixed percentage. %of Plan Compensation paid for each period of service designated below. 0 (2) 0 (3) Fixed dollar. $ for each period of service designated below. The service-based contribution will be based on the following periods of service: 0 (4) 0 (5) 0 (6) Each Hour of Service Each week of employment Describe period:----- - - - - --The service-based contribution is subject to the following rules. 0 (7) Describe any special provisions that apply to service-based contribution: -------------[Note: Any period described in subsection (6) must apply uniformly to all Participants and cannot exceed a 12-month period. Any special provisions under subsection (7) must satisfy the nondiscrimination requirements under Code §40J (a){4} and the regulations thereunder.) Year of Service contribution.The Employer will make an Employer Contribution based on Years of Service with the Employer. 0 (d) I Years of Service Contribution % _% 0 ( I ) 0 (2) 0 (3) 0 (4) For Years of Service between - For Years of Service between - and - and - % % % - - - For Years of Service between -and - For Years of Service -and above For this purpose, a Ycar of Service is each Plan Year during which an Employee completes at least I ,000 Hours of Service. Alternatively, a Year of Service is:--------------------- ----- - [Note: Any alternative definition of a Year of Service must meet the requirements of a Year of Service as defined in Section 2.03 of the Plan.] «:J Copyright 2014 PPA Restatement - Prototype DC·BPD #03 Page 10 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6-Employer Contributions 0 (e) Prevailing Wage Formula.The Employer will make a contribution for each Participant's Prevailing Wage Service based on the hourly contri bution rate for the Participant 's employment classification. (See Section 3.02(a)(5) of the Plan.) 0 (I ) Amount of contribution.The Employer will make an Employer Contribution based on t he hourl y contribution rate for the Participant's employment classification. The Prevailing Wage Contribution will be determined as follows: 0 (i) The Employer Contribution will be determined based on the required contribution rates for the employment classifications under the applicable federal, state or municipal prevailing wage laws. For any Employee performing Prevailing Wage Service, the Employer may make the required contribution for such service without designating the exact amount of such contribution. The Employer will make the Prevailing Wage Contribution based on the hourly contribution rates as set forth in the Addendum attached to this Adoption Agreement. However, if the required contribution under the applicable federal, state or municipal prevailing wage law provides for a greater contribution than set forth in the Addendum, the Em ployer may make the greater contribution as a Prevailing Wage Contribution. 0 (ii) 0 (2) Offset of other contributions. The contributions under the Prevailing Wage Formula will offset the following contributions under this Plan. (See Section 3.02(a)(5) of the Plan.) 0 (i) 0 (ii) 0 (iii) 0 (iv) 0 (v) 0 (vi) Employer Contributions (other than Safe Harbor Employer Contributions) Safe Harbor Employer Contributions. Qualified Nonelective Contributions (QNECs) Matching Contributions (other than Safe Harbor Matching Contributions) Safe Harbor Matching Contributions. Qualified Matching Contributions (QMACs) (Note: If subsection (ii) or (v) is checked, the Prevailing Wage contribution must satisfy the requirements for a Safe Harbor Contribution.] Modification of default rules. Section 3.02(a)(5) of the Plan contains default rules for administering the Prevai ling Wage Formula. Complete this subsection (3) to modify the default provisions. 0 (3) 0 (i) Application to Highly Compensated Employees. Instead of applying only to Nonhighly Compensated Employees, the Prevaili ng Wage Formula appl ies to all eligible Partici pants, including Highly Compensated Employees. Minimum age and service conditions. Instead of no minimum age or service condition, Prevailing Wage contributions are subject to a one Year of Service (as defined in AA§4-3) and age 21 minimum age and service requirement with semi-annual Entry Dates. Allocation conditions. Instead of no allocation conditions, the Prevailing Wage contributions are subject to a I ,000 Hours of Service and last day employment allocation condition, as set forth under Section 3.09 of the Plan. Vesting. Instead of 100% immediate vesting, Prevailing Wage contributions will vest under the following vesting schedule (as defmed in Section 7.02 of the Plan): 0 (ii) 0 (iii) 0 (iv) 0 (A) 0 (B) 6-year graded vesting schedule 3-year cliff vesting sched ule 0 (v) Describe:-------------- ---- --- --------[Note: Overriding the default provisions under this subsection (3) may restrict the ability of the Employer to take full credit for Prevailing Wage Contributions for purposes of satisfying its obligations under applicable federal, state or municipal prevailing wage laws. Any modifications must satisfy the nondiscrimination requirements under Code §40l(a)(4) and should be consistent with the applicable federal, state or municipal prevailing wage laws. See Section 3.02(a)(5) of the Plan.] Describe special rules for determining contributions under Plan:------------------ [Note: Any special rules under this subsection(/} must be described in a manner that precludes Employer discretion and must satisfy the nondiscrimination requirements of Code §401(a)(4) and the regulations thereunder.]
0 (f) 6-3 ALLOCATION FORMULA. 0 (a) Pro rata allocation. The discretionary Employer Contribution under AA §6-2(a) will be allocated: 0 (I) as a uniform percentage of Plan Compensation. 0 Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page II 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6-Employer Contributions 0 (2) as a uniform dollar amount. 0 (b) Fixed contribution. The fixed Employer Contribution under AA §6-2(b) will be allocated in accordance with the selections made under AA §6-2(b). Permitted disparity allocation. The discretionary Employer Contribution under AA §6-2(a) will be allocated under the two-step method (as defined in Section 3.02(a)(l)(ii)(A) of the Plan), using the Taxable Wage Base (as defined in Section 1.137 of the Plan) as the Integration Level. However, for any Plan Year in which the Plan is Top Heavy, the four-step method (as defined in Section 3.02(a)( I )(ii)(B) of the Plan) applies, unless provided otherwise under subsection (2) below. To modify these default rules, complete the appropriate provision(s) below. 0 (c) 0 (I) Integration Level. Instead ofthe Taxable Wage Base, the Integration Level is: 0 (i) %of the Taxable Wage Base, increased (but not above the Taxable Wage Base) to the next higher: 0 (A) N/A 0 (B) 0 (D) $1 $1,000 0 (C) $100 0 (ii) 0 (iii) $ (not to exceed the Taxable Wage Base) 20% of the Taxable Wage Base [Note: See Section 3.02(a)(l)(ii} of the Plan for rules regarding the Maximum Disparity Rate that may be used where an Integration Level other than the Taxable Wage Base is selected.] Four-step method. 0 (2) 0 (i) 0 (ii) 0 (iii) Instead of applying only when the Plan is top heavy, the four-step method will always be used. The four-step method will never be used, even if the Plan is Top Heavy. In applying step one and step two under the four-step method, instead of using Total Compensation, the Plan will use Plan Compensation. (See Section 3.02(a)(l)(ii)(B) of the Plan.) 0 (3) Describe special rules for applying permitted disparity allocation formula: ------------ [Note: Any special rules must satisfy the nondiscrimination requirements of Code §401(a)(4) and the regulations thereunder.] 0 (d) Uniform points allocation.The discretionary Employer Contribution designated in AA §6-2(a) will be allocated to each Participant in the ratio that each Participant's total points bears to the total points of all Participants. A Participant will receive the following points: 0 {I) 0 (2) 0 (3) _ point{s) for each_ year(s) of age (attained as of the end of the Plan Year). _ point(s) for each $_(not to exceed $200) of Plan Compensation. point(s) for each _ Year(s) of Service. For this purpose, Years of Service are determined: 0 (i) 0 (ii) 0 (iii) In the same manner as determined for eligibility. In the same manner as determined for vesting. Points will not be provided with respect to Years of Service in excess of_. 0 (e) Employee group allocation. The Employer may make a separate Employer Contribution to the Participants in the following allocation groups. The Employer must notify the Trustee in writing of the amount of the contribution to be allocated to each allocation group. 0 ( I) A separate discretionary Employer Contribution may be made to each Participant of the Employer (i.e., each Participant is in his/her own allocation group). A separate discretionary or fixed Employer Contribution may be made to the following allocation groups. If no fixed amount is designated for a particular allocation group, the contribution made for such allocation group will be allocated as a uniform percentage of Plan Compensation or as a uniform dollar amount to all Participants within that allocation group. [Note: The allocation groups designated above must be clearly defined in a manner that will not violate the definite allocation formula requirement ofTreas. Reg. §1.401-1(b)(l)(ii). See Section 3.02(a)(l)(iv)(B)(V) of the Plan for restrictions that apply with respect to "short-service" Employees. In the case of self-employed individuals (i.e.. sole proprietorships or partnerships), the requirements of I .40 I {k)-1(a)(6) continue to apply, and the allocation method should not be such that a cash or deferred election is created
for a self-employed individual as a result of application of the allocation method.] 0 (2) © Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page 12 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6 -Employer Contributions 0 (3) Special rules. The following special rules apply to the Employee group allocation formula described in this AA §6-3(e). 0 (i) Family Members. In determining the separate groups under (2) above, each Family Member (as defined in Section 1 .65 of the Plan) of a Five Percent Owner is always in a separate allocation group. If there are more than one Family Members, each Family Member will be in a separate allocation group. Benefiting Participants who do not receive Minimum Gateway Contribution. In determining the separate groups under (2) above, Benefiting Participants who do not receive a Minimum Gateway Contribution are always in a separate allocation group. If there are more than one Benefiting Participants who do not receive a Minimum Gateway Contribution, each will be in a separate allocation group. (See Section 3.02(a)(l)(iv)(B)(III) of the Plan.) More than one Employee group. Unless designated otherwise under this subsection (iii), if a Participant is in more than one allocation group described in (2) above during the Plan Year, the Participant will recei ve an Employer Contribution based on the Participant's status on the last day of the Plan Year. (See Section 3.02(a)(l)(iv)(A) ofthe Plan.) 0 (A) Determined separately for each Employee group. If a Participant is in more than one allocation group during the Plan Year, the Participant's share of the Employer Contribution will be based on the Participant 's status for the part of the year the Participant is in each allocation group. 0 (ii) 0 (iii) 0 (B) Describe:--------------------------[Note: Any language under this subsection (B) must be definitely determinable and may not violate the nondiscrimination requirements under Code §401(a)(4). ] 0 (t) Age-based allocation. The discretionary Employer Contribution designated in AA §6-2(a) will be allocated under the age-based allocation formula so that each Participant receives a pro rata allocation based on adjusted Plan Compensation. For this purpose, a Participant's adjusted Plan Compensation is determined by multiplying the Participant's Plan Compensation by an Actuarial Factor (as described in Section 1 .04 of the Plan). A Participant's Actuarial Factor is determined based on a specified interest rate and mortality table. Unless designated otherwise under (I) or (2) below, the Plan will use an applicable interest rate of 8.5% and a UP-1984 mortality table. 0 (I) Applicable interest rate. Instead of 8.5%, the Plan will use an interest rate of_% (must be between 7.5% and 8.5%) in determining a Participant's Actuarial Factor. Applicable mortality table. Instead of the UP-1984 mortality table, the Plan will use the following mortality table in determining a Participant's Actuarial Factor: ------------------Describe special rules applicable to age-based allocation:----- ------------- 0 (2) 0 (3) [Note: See Exhibit A of the Plan for sample Actuarial Factors based on an 8.5% applicable interest rate and the UP-I 984 mortality table. If an interest rate or mortality table other than 8.5% or UP-1984 is selected, appropriate Actuarial Factors must be calculated. Any alternative interest or mortality factors must meet the requirements for standard interest and mortality assumptions as defined in Treas. Reg. §1.40/ (a)(4)-12. Any special rules described under subsection (3) may not violate the nondiscrimination requirements under Code §401(a)(4).] Service-based allocation formula.The service-based Employer Contribution selected in AA §6-2(c) will be allocated in accordance with the selections made under the service-based allocation formula in AA §6-2(c). Year of Service allocation formula. The Year of Service Employer Contribution selected in AA §6-2(d) will be allocated in accordance with the selections made under the Year of Service allocation formula in AA §6-2(d). Prevailing Wage allocation formula. The Prevailing Wage Employer Contribution
selected in AA §6-2(e) will be allocated in accordance with the selections made under the Prevailing Wage allocation formula in AA §6-2(e). The Employer may attach an Addendum to the Adoption Agreement setting forth the hourly contribution rate for the employment classifications eligible for Prevailing Wage contributions. Describe special rules for determining allocation formula:----------- ---------- [Note: Any special rules under this subsection OJ must be described in a manner that precludes Employer discretion and must satisfy the nondiscrimination requirements of Code §401(a)(4) and the regulations thereunder.) 0 (g) 0 {h) 0 (i) 0 (j) 0 Copyright 2014 PPA Restatement-Prototype DC-BPD #03 Page 13 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6 -Employer Contributions 6-4 SPECIAL RULES. No special rules apply with respect to Employer Contributions under the Plan, except to the extent designated under this AA §6-4. Unless designated otherwise, in determining the amount of the Employer Contributions to be allocated under this AA §6, the Employer Contribution will be based on Plan Compensation earned during the Plan Year. (See Section 3.02(c) of the Plan.) 0 (a) Period for determining Employer Contributions. Instead of the Plan Year, Employer Contributions will be determined based on Plan Compensation earned during the foliowing period: [The Plan Year must be used if the permitted disparity allocation method is selected under AA §6-J (c) above.] 0 (I) Plan Year quarter 0 (2) 0 (3) 0 (4) calendar month payroll period Other: _ [Note: Although Employer Contributions are determined on the basis of Plan Compensation earned during the period designated under this subsection, this does not require the Employer to actually make contributions or allocate contributions on the basis of such period. Employer Contributions may be contributed and allocated to Participants at any time within the contribution period permitted under Treas. Reg. §1.415(c)-1(b)(6)(B), regardless of the period selected under this subsection. Any alternative period designated under subsection (4) may not exceed a 12-month period and will apply uniformly to all Participants.] Limit on Employer Contributions. The Employer Contribution elected in AA §6-2 may not exceed: 0 (b) _o/oof Plan Compensation $_ 0 (I) 0 (2) 0 (3) Describe:-------------------------------[Note: Any limitations under this subsection (3) must satisfy the nondiscrimination requirements of Code §401(a)(4) and the regulations thereunder.] 0 (c) Offset of Employer Contribution. 0 (I) A Participant's allocation of Employer Contributions under AA §6-2 of this Plan is reduced by con tributions under [insert name ofplan(s)]. (See Section 3.02(d)(2) of the Plan.) 0 (2) In applying the offset under this subsection (c), the following rules apply:---- - ------ - [Note: Any language regarding the offset of benefits must satisfy the nondiscrimination requirements under Code §401(a)(4) and the regulations thereunder. ] 0 (d) Special rules: --------------- ---- ------ - --- - - - - [Note: Any special rules under this subsection (d) must satisfy the nondiscrimination requirements under Code §401(a)(4). ] 6-5 ALLOCATION CONDITIONS. A Participant must satisfy any allocation conditions designated under this AA §6-5 to receive an allocation of Employer Contributions under the Plan. [Note: Any allocation conditions set forth under this AA §6-5 do not apply to Prevailing Wage Contributions under AA §6-2(d), Safe Harbor Employer Contributions under AA §6C, or QNECs under AA §6D, unless provided otherwise under those specific sections. See AA §4-5 for treatment of service with Predecessor Employers for purposes of applying the allocation conditions under this AA §6-5. ] (a) 0 (b) No allocation conditions apply with respect to Employer Contributions under the Plan. Safe harbor allocation condition. An Employee must be employed by the Employer on the last day of the Plan Year OR must complete more than: _(not to exceed 500) Hours of Service during the Plan Year. 0 (I) 0 (i) 0 (ii) Hours of Service are determined using actual Hours of Service. Hours of Service are determined using the following Equivalency Method (as defined under AA §4-J(d)): 0 (A) 0 (C) 0 (B) 0 (D) Monthly Daily Weekly Semi-monthly 0 (2) _(not more than 91) consecutive days of employment with the Employer during the Plan Year. IC Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page 14 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6 -Employer Contributions [Note: Under this safe harbor allocation condition, an Employee will satisfy the allocation conditions ifthe Employee completes the designated Hours of Service or period of employment, even ifthe Employee is not employed on the last day of the Plan Year. See Section 3.09 of the Plan for rules regarding the application of this allocation condition to the minimum coverage test.] Employment condition. An Employee must be employed with the Employer on the last day of the Plan Year. Minimum service condition. An Employee must be credited with at least: 0 (c) 0 (d) 0 ( I) (not to exceed I,000) Hours of Service during the Plan Year. 0 (i) 0 (ii) Hours of Service are determined using actual Hours of Service. Hours of Service are determined using the following Equivalency Method (as defined under AA §4· 3(d)): 0 (A) 0 (C) Monthly Daily 0 (B) 0 (D) Weekly Semi-monthly 0 (2) (not more than 182) consecutive days of employment with the Employer during the Plan Year. 0 (e) Application to a specified period.The allocation conditions selected under this AA §6-5 apply on the basis of the Plan Year. Alternatively, if an employment or minimum service condition applies under subsection (c) and/or (d), the Employer may elect under this subsection (e) to appl y the allocation conditions on a periodic basis as set forth below. (See Section 3.09(a) of the Plan for a description of the rules for applying the allocation conditions on a periodic basis.) 0 (I) Period for applying allocation conditions.Instead of the Plan Year, the allocation conditions set forth under subsection (2) below apply with respect to the following periods: 0 (i) 0 (ii) 0 (iii) 0 (iv) Plan Year quarter calendar month payroll period Other: 0 (2) Application to allocation conditions. If this subsection is checked to apply allocation conditions on the basis of specified periods, to the extent an employment or minimum service allocation condition applies under subsection (c) and/or (d), such allocation condition will apply based on the period selected under subsection (I) above, unless designated otherwise below: 0 (i) Only the employment condition under subsection (c) will be based on the period selected in subsection (I) above. Only the minimum service condition under subsection (d) will be based on the period selected in subsection (I) above. Describe any special rules:----------------- - - ------{Note: Any special rules under subsection (iii) must satisfy the nondiscrimination requirements of Code §401(a)(4).] 0 (ii) 0 (iii) 0 (f) Exceptions. 0 (I) The above allocation condition(s) will not apply ifthe Employee: 0 (i) 0 (ii) 0 (iii) 0 (iv) 0 (v) dies during the Plan Year. terminates employment due to becoming Disabled. terminates employment after attaining Normal Retirement Age. terminates employment after attaining Early Retirement Age. is on an authorized leave of absence from the Employer. 0 (2) The exceptions selected under subsection (I) will apply even if an Employee has not terminated employment at the time of the selected event(s). The exceptions selected under subsection (I) do not apply to: 0 (3) 0 (i) 0 (ii) an employment condition under subsection (c) above. a minimum service condition under subsection (d) above. 0 (g) Describe any special rules governing the allocation conditions under the Plan: ------------- [Note: Any special rules under subsection (g) must satisfy the nondiscrimination requirements under Code §401(a)(4). ] CJ Copyrighl 2014 PPA Reslalemem-Prolotype DC-BPD #()3 Page 15 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6A-Salary Deferrals SECTION6A SALARY DEFERRALS 6A-I SALARY DEFERRALS. Are Employees permitted to make Salary Deferrals under the Plan? 0 Yes 0 No [If "No" is checked, skip to Section 6B. ] 6A-2 MAXIMUM LIMIT ON SALARY DEFERRALS. Unless designated otherwise under this AA §6A-2, a Participant may defer any amount up to the Elective Deferral Dollar Limit and the Code §415 Limitation (as set forth in Sections 5.02 and 5.03 of the Plan). 0 (a) Salary Deferral Limit. A Participant may not defer an amount in excess of: 0 ( I) 0 (2) 50 % of Plan Compensation $. _ [Note: If both {1) and (2) are checked, the deferral limit is the lesser of the amounts selected. ] Any limit described in subsection (I ) or (2) above applies with respect to the following period: 0 (3) 0 (4) 0 (5) Plan Year. the portion of the Plan Year during which the individual is eligible to participate. each separate payroll period during which the individual is eligibl e to participate. 0 (b) Different limit for Highly Com pensated Employees and Nonhighly Compensated Employees.The Salary Deferral Limit described above applies only to Employees who are Highly Compensated Employees as of the first day of the Plan Year. For Nonhighly Compensated Employees, the following limit applies: 0 (I) 0 (2) No limit (other than the Elective Deferral Dollar Limit and the Code §415 Limitation). Nonhighly Co mpensated Employee limit. 0 (i) 0 (ii) %of Plan Compensation $__ _ during the following period: 0 (iii) 0 (iv) 0 (v) Plan Year. the portion of the Plan Year during which the individual is eligible to participate. each separate payroll period during which the individual is eligible to participate. [Note: Any percentage or dollar limit imposed on Nonhighly Compensated Employees under (i) and/or (ii) above may not be lower than the percentage or dollar limit imposed on Highly Compensated Employees under (a) above. If both (i) and (ii) are checked, the deferral limit is the lesser of the amounts selected.] Special limit for bonus pa y ments. If bonus payments are not excluded from the definition of Plan Compensation under AA §5-3, Employees may defer any amounts out of bonus payments, subject to the Elective Deferral Dollar Limit and the Code §415 Limitation (as defined in Sections 5.02 and 5.03 of the Plan) and any other limit on Salary Deferrals under this AA 6A-2. The Employer may use this section to impose special limits on bonus payments or may impose special limits on bonus payments under the Salary Deferral Election. (See Section 3.03(a) of the Plan.) 0 (c) 0 A Participant may defer up to % (not to exceed 100%) of any bonus payment (subject to the Elective Deferral Dollar Limit and the Code §415 Limitation) without regard to any other limits described under this AA §6A-2. [Note: If this (c) is checked, bonus payments may not be excluded from Plan Compensation in the Deferral column under AA §5-3. ] Describe any other limits that apply with respect to Salary Deferrals under the Plan:------------ [Note: Any limits provided under subsection (d) must satisfy the nondiscrimination requirements under Code §40I(a)(4). ] 0 (d) 6A-3 MINIMUM DEFERRAL RATE. Unless designated otherwise under this AA §6A-3, no minimum deferral requirement applies under the Plan. Alternatively, a Participant must defer at least the following amount in order to make Salary Deferrals under the Plan. 0 (a) 0 (b) _%of Plan Compensation for a payroll period. $_for a payroll period. © Copyright 2014 PPA Restatement - Prototype DC-BPD #()3 Page 16 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6A -Salary Deferrals D (c) Describe. [Note: If more than one limit applies under this AA §6A-3. the minimum deferral rate is the lesser of the amounts designated under this AA §6A-3. Any minimum deferral rates provided under subsection (c) must comply with the nondiscrimination requirements under Code §40/ (a)(4).] 6A-4 CATCH-UP CONTRIBUTIONS. Catch-Up Contributions are permitted under the Plan, unless designated otherwise under this AA §6A-4. D Catch-Up Contributions are not permitted under the Plan. 6A-5 ROTH DEFERRALS. Roth Deferrals (as defined in Section 3.03(e) of the Plan) are not permitted under the Plan, unless designated otherwise under this AA §6A-5. Availability of Roth Deferrals. Roth Deferrals are permitted under the Plan. [Note: If Roth Deferrals are effective as of a date later than the Effective Date of the Plan, designate such special Effective Date in AA §6A-9(c) below. Roth Deferrals may not be made prior to January /, 2006. J Distribution of Roth Deferrals. Unless designated otherwise under this subsection (b), to the extent a Partici pant takes a distribution or withdrawal from his/her Salary Deferral Account(s), the Participant may designate the extent to which such distribution is taken from the Pre-Tax Deferral Account or from the Roth Deferral Account. (See Section 8.11 (b)(2) of the Plan for default distri bution rules if a Participant fails to designate the appropriate Account for corrective distributions from the Plan.) Alternatively, the Employer may designate the order of distributions for the distribution types listed below: 6?1 (a) D (b) D ( I ) Distributions and withdrawals. D (i) Any distribution will be taken on a pro rata basis from t he Participan t's Pre-Tax Deferral Account and Roth Deferral Account. Any distribution will be taken first from the Participant 's Roth Deferral Account and then from the Participant's Pre-Tax Deferral Account. Any distribution will be taken first from the Participant' s Pre-Tax Deferral Account and then from the Participant's Roth Deferral Account. D (ii) D (iii) D (2) Distribution of Excess Deferrals. D (i) Distribution of Excess Deferrals will be made from Roth and Pre-Tax Deferral Accounts in the same proportion that deferrals were allocated to such Accounts for the calendar year. Distribution of Excess Deferrals will be made first from the Roth Deferral Account and then from the Pre-Tax Deferral Account. Distribution of Excess Deferrals will be made first from the Pre-Tax Deferral Account and then from the Roth Deferral Account. D (i i) D (iii) D (3) Distribution of Salary Deferrals to Highly Compensated Employees to correct ADP or ACP Test failure. D (i) Distribution of Excess Contributions (or Excess Aggregate Contributions) will be made from R ot h and Pre-Tax Deferral Accounts in the same proportion that deferrals were allocated to such Accounts for the Plan Year. Distribution of Excess Con tributions (or Excess Aggregate Contributions) wi ll be made first from the Roth Deferral Account and then from the Pre-Tax Deferral Account. Distribution of Excess Contributions (or Excess Aggregate Contributions) will be made first from the Pre-Tax Deferral Account and then from the Roth Deferral Account. D (ii) D (iii) D (c) In-Plan Roth Conversions (pre-2013 provisions). Un less elected under this subsection, the Plan does not permit a Participant to make an In-Plan Roth Conversion under the Plan. To override t his provision to allow Participants to make an In-Plan Roth Con version, this subsection must be completed. D ( I ) Effective date. Effective [not earlier than 912712010 or later than 1213112012], a Participant may elect to convert all or any portion of his/her non-Roth vested Account Balance to an In-Plan Roth Conversion Account. [Note: The Plan must provide for Roth Deferrals under AA §6A-5 as of the effective date designated in this subsection (I). The provisions under this subsection do not address
the provisions under the American {;; Copyright 2014 PPA Restatement - Prototype DC-BPD #()3 Page 17 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6A-Salary Deferrals Taxpayer Relief Act of2012 (ATRA). To apply the rules under ATRAfor In-Plan Roth Conversions made on or after January I . 2013. see Appendix B of the Plan and Interim Amendment # / . ) Additional in-service distribution options for In-Plan Roth Conversions. For a Participant to convert his/her contributions to Roth contributions, the Participant must be eligible to take a distribution from the Plan. This subsection (2) may be used to add the in-service distribution options under the Plan applicable only to In-Plan Roth Conversions. 0 (2) 0 (i) In-service distribution events: In addition to any in-service distribution options described in AA §10, the following in-service distribution options apply for In-Plan Roth Conversions: [Check the appropriate boxes.) Attainment of age 59Y2 for all contribution sources Attainment of age 59Y2 for Salary Deferrals (including QNECs, QMACs and Safe Harbor Contributions, if applicable) Attainment of age_ for contribution sources other than Salary Deferrals (and QNECs, QMACs and Safe Harbor Contributions, if applicable). Completion of_ (cannot be less than 60) months of participation in the Plan. (Not applicable to Salary Deferrals, QNECs, QMACs or Safe Harbor Contributions, as applicable. ) The amounts being withdrawn have been held in Plan for at least two years. (Not applicable to Salary Deferrals. QNECs. QMACs or Safe Harbor Contributions, as applicable. ) 0 (A) 0 (B) 0 (C) 0 (D) 0 (E) 0 (F) Other distribution event:---------------------[Note: For Salary Deferrals (including any QNECs, QMACs or Safe Harbor Contributions). a Participant must be at least age 59V, to take an in-service distribution. For Employer ContributiollS and Matching Contributions. the Plan may authorize an in-service distribution upon a stated event, including the attainment of any age. Any selection in subsection (F) must be definitely determinable and not subject to Employer discretion.1 In-service distribution option available only to accomplish In-Plan Roth Conversion. I f this subsection (ii) is checked, the in-service distribution options described in subsection (i) will be permitted only to accomplish an In-Plan Roth Conversion. [Note: An in-service distribution may be limited solely to accomplish a Roth conversion only if the Plan does not already authorize an in-service distribution. Thus, this subsection (ii) will not apply to the extent an in-service distribution is already authorized under the Plan.1 0 (ii) 0 (3) Contribution sources. An Employee may only elect to make an In-Plan Roth Conversion from the following sources: [Check all contribution sources available under the Plan from which an In-Plan Roth Conversion is available.1 0 (i) 0 (ii) 0 (iii) 0 (iv) 0 (v) 0 (vi) 0 (vii) 0 (viii) 0 (ix) All available sources under the Plan Pre-tax Salary Deferrals Employer Contributions Matching Contributions Safe Harbor Contributions QNECs and QMACs After-Tax Contributions Rollover Con tributions Describe: [Note: Any selection in subsection (ix) must be definitely determinable and not subject to Employer discretion.] Cl Copyright2014 PPA Restatement - Prototype DC-BPD #03 Page /8 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6A-Salary Deferrals 0 (4) Limits applicable to In-Plan Roth Conversions. The following limits apply in determining the amounts that are eligible for an In-Plan Roth Conversion. 0 (i) Check this box if Roth conversions may only be made from contribution sou rces that are fully vested (i.e., 100% vested). [ Note: If an In-Plan Roth Conversion is permitted from partially-vested sources, special rules apply for determining the vested percentage of such amounts after conversion. See Section 7.09 of the Plan.] A Participant may not make an In-Plan Roth Conversion ofless than$_ (may not exceed $1,000). A Participant may not make an In-Plan Roth Conversion of any outstanding loan amount. [Note: If this subsection (iii) is not checked, a Participant may convert amounts that are attributable to an outstanding loan, to the extent the loan relates to a contribution source that is eligible for conversion under subsection (3) above. ] Describe:------------- ---------------- [Note: Any selection in subsection (iv) must be definitely determinable and not subject to Employer discretion. ] 0 (ii) 0 (iii) 0 (iv) 0 (5) Amounts available to pay federal and state taxes generated from an In-Plan Roth Conversion. 0 (i) In-service distribution. I f the Plan does not otherwise permit an in-service distribution at the time of the In-Plan Roth Conversion and this subsection (i) is checked, a Participant may elect to take an in-service distribution solely to pay taxes generated from the In-Plan Roth Conversion. Participant loan. Generally, a Participant may request a loan from the Plan to the extent permitted under Section 13 of the Plan and Appendix B of this Adoption Agreement. However, to the extent a Participant loan is not otherwise allowed and this subsection (ii) is selected, a Participant may receive a Participant loan solel y to pay taxes generated from an In-Plan Roth Conversion. [Note: If this subsection (ii) is selected and Participant loans are not otherwise authorized under the Plan, any Participant loan made pursuant to this subsection (ii) will be made in accordance with the default loan policy described in Section 13 of the Plan.] 0 (ii) 0 (6) Distribution from In-Plan Roth Conversion Account. Distributions from the I n-Plan Roth Conversion account will be permitted as follows: 0 (i) In-service distributions will not be permitted from an In-Plan Roth Conversion account until the earliest date a distribution would otherwise be permitted for any contribution source eligible for conversion, without regard to the conversion distribution. An in-service distribution may be made from the In-Plan Roth Conversion account at any time. A separate In-Plan Roth Conversion account will be maintained for converted amounts attributable to Rollover Contributions and/or After-Tax Con tribu tions. An in-service distribution may be made at any time from this separate account. Describe distribution options:-------------------------0 (ii) 0 (i ii) 0 (iv) [Note: This subsection (6) may not be used to eliminate an in-service distribution option that was othenvise available at the time of the In-Plan Roth Conversion. Thus, for example, if a Participant is permitted to make an In-Plan Roth Conversion of After-Tax Contributions or Rollover contributions, and such contributions are eligible for immediate distribution at the time of the In-Plan Roth Conversion, those amounts must continue to be available for distribution after the In-Plan Roth Conversion. Subsection (iii) permits the protection of the immediate distribution option for Rollover and After-Tax Contributions while still delaying the distribution of other contribution sources. If subsection (iii) is checked, subsection (i) or (iv) should also be checked to describe distribution options for other contribution sources. To the extent a selection in this subsection (6) results in an improper elimination of a distribution right, the provisions of this subsection (6) will not apply.] 0 (d)
Describe any special rules that apply to Roth Deferrals under the Plan:----- ---- -------- [ Note: Any special rules must satisfy the nondiscrimination requirements under Code §401(a)(4). ] 0Copyright20/4 PPA Restatement - Prototype DC-BPD #03 Page 19 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6A - Salary Deferrals 6A-6 ADP TESTING.The ADP Test will be performed using the Current Year Testing Method, unless designated otherwise under this AA §6A-6. (See Section 6.0 l (a) of the Plan.) 0 (a) Prior Year Testing Method. Instead of the Current Year Testing Method, the Plan will use the Prior Year Testing Method in running the ADP Test. [Note: If the Plan is a Safe Harbor 40/(k.) Plan (as designated in AA §6C below), the Plan must use the Current Year Testing Method. Thus, for any year the Plan is a Safe Harbor 40/(k) Plan. the Current Year Testing Method applies, regardless of any selection under this subsection (a).] Application of Current Year Testing Method. The Current Year Testing Method has appl ied since the Plan 0 (b) Year. [If the Plan has switched from the Prior Year Testing Method to the Current Year Testing Method, this subsection (b) may be checked to designate the first Plan Year for which the Current Year Testing Method applies. ] Special rule for first Plan Year. I f this is a new 40I(k) Plan, the testing method selected in this AA §6A-6 applies for purposes of applying the ADP Test for the first Plan Year of the Plan, unless designated otherwise under this subsection (c). I f the Prior Year Testing Method applies, the ADP of the Nonhighly Compensated Group for the first Plan Year is deemed to be 3%. (See Section 6.0I(a)(3) of the Plan.) 0 (c) 0 ( I ) Instead of the Prior Year Testing Method, the Plan will use the Current Year Testing Method for the first Plan Year for which the 401(k) Plan is effective. Instead of the Current Year Testing Method, the Plan will use the Prior Year Testing Method for the first Plan Year for which the 40 I (k) Plan is effective. 0 (2) 6A-7 CHANGE OR REVOCATION OF DEFERRAL ELECTION: In addition to the Participant's Entry Date under the Plan, a Participant's election to change or resume a deferral election will be effective as set forth under the Salary Reduction Agreement or other wrinen procedures adopted by the Plan Administrator. Alternatively, the Employer may designate under this AA §6A-7 specific dates as of which a Participant may change or resume a deferral election. (See Section 3.03(b) of the Plan.) 0 (a) 0 (b) 0 (c) 0 (d) 0 (e) The first day of each calendar quarter The first day of each Plan Year The first day of each calendar month The beginning of each payroll period Other:-----------------------------------[Note: A Participant must be permitted to change or revoke a deferral election at least once per year. Unless designated otherwise, a Participant may revoke a deferral election (on a prospective basis) at any time.] 6A-8 A UTOMATIC CONTRIBUTION ARRANGEMENT. No automatic contribu tion provisions appl y under Section 3.03(c) of the Plan, unless provided otherwise under this AA §6A-8. 0 (a) Automatic deferral election. Upon becomi ng eligible to make Salary Deferrals under the Plan (pursuant to AA §3 and AA §4), a Participant will be deemed to have entered into a Salary Deferral Election for each payroll period, unless the Participant completes a Salary Deferral Election (subject to the limitations under AA §6A-2 and AA §6A-3) in accordance with procedures adopted by the Plan Administrator. 0 (I) Effective date of Automatic Contribution Arrangement. The automatic deferral provisions under this AA §6A-8 are effective as of: 0 (i) 0 (ii) 0 (iii) The Effective Date of this Plan as set forth under the Employer Signature Page. [insert date ] As set forth under a prior Plan document. [ Note: If this subsection (iii) is checked, the automatic deferral provisions under this AA §6A-8 will apply as of the original Effective Date of the automatic contribution arrangement. Unless provided otherwise under this AA §6A-8, an Employee who is automatically enrolled under a prior Plan document will continue to be automatically enrolled under the current Plan document.] 0 (2) Automatic Cont ribution
Arrangement. Check this subsection (2) if the Plan is designated as an Automatic Contribution Arrangement, as descri bed under Section 3.03(c) of the Plan. [Note: Unless an election is made under this AA §6A-8 that is inconsistent with the requirements of an Eligible Automatic Contribution Arrangement (EACA), the Automatic Contribution Arrangement will qualify as an EACA. as described in Section 3.03(c)( l) of the Plan.] 0 (i) Automatic deferral percentage. 0 (A) _%of Plan Compensation ©Copyright 2014 PPA Restatement-Prototype DC-BPD #03 Page 20 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6A - Salary Deferrals O (B) $_ 0 (ii) Automatic increase. If elected under this subsection (ii), the automatic deferral amount will increase each Plan Year by the following amount. (See Section 3.03(c) of the Plan.) 0 (A) O {B) %of Plan Compensation $_ 0 (C) Describe:-------------------------Any automatic increase elected under this subsection (ii) will not cause the automatic deferral amount to exceed: 0 (D) O (E) _%of Plan Compensation $ 0 (F) Describe:--- --------------- - ------0 (3) Qualified Automatic Contribution Arrangement (QACA). Check this subsection if the Plan is designated as a QACA under Section 6.04(b) of the Plan. [Note: If this subsection (3) is checked, a QACA Safe Harbor Contribution must also be selected under AA §6C-2. ) 0 (i) Automatic deferral percentage. % [must be at least 3% and no more than 10%] of Plan Compensation. Automatic increase. If elected under this subsection (ii), the automatic deferral amount will increase each Plan Year by the following amount: 0 (ii) 0 (A) %of Plan Compensation but not in excess of 0 (B) %[not less than 6% or more than 10%) of Plan Compensation (Note: If the percentage under subsection (i) is less than 6% of Plan Compensation, an automatic deferral of at least I% must apply under subsection (A). If no percentage is entered under subsection (B). any automatic increase selected under subsection (ii) will not exceed 10% of Plan Compensation. ) Application of automatic deferral provisions. The automatic deferral election under subsection (2) or (3), as applicable, will apply to new Participants and existing Participants as set forth under this subsection (4). 0 (4) 0 (i) New Participants. The automatic deferral provisions apply to all eligible Participants who do not enter into a Salary Deferral Election (including an election not to defer) and who: 0 (A) 0 (B) become Participants on or after the effective date of the automatic deferral provisions. are hired on or after the effective date of the automatic deferral provisions. 0 (ii) Current Participants.The automatic deferral provisions apply to all other eligible Participants as follows: 0 (A) Automatic deferral provisions appl y to all current Participants who have not entered into a Salary Deferral Election (including an election not to defer under the Plan). Automatic deferral provisions apply to all current Participants who have not entered into a Salary Deferral Election that is at least equal to the automatic deferral amount under subsection (2)(i) or (3)(i), as applicable. Current Participants who have made a Salary Deferral Election that is less than the automatic deferral amount or who have not made a Salary Deferral Election will automatically be increased to the automatic deferral amount unless the Participant enters into a new Salary Deferral election on or after the effective date of the automatic deferral provisions. Automatic deferral provisions do not apply to current Participants. Only new Participants described in subsection (i) are subject to the automatic deferral provisions. [Note: This subsection (C) may not be selected if the Plan is a QACA under subsection (3). Also see Section 3.03(c)(2)(i) of the Plan for the application of this subsection under an EACA.) Describe:-------------------------[Note: Any special provisions under subsectfon (D) must comply with the nondiscrimination requirements under Code §401(a)(4).) 0 (B) 0 (C) 0 (D) 0 Copyrighl2014 PPA Reslalemem - Pro/ot:ype DC-BPD #03 Pagel / 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6A - Salary Deferrals 0 (iii) Treatment of automatic deferrals. Any Salary Deferrals made pursuant to an automatic deferral election will be treated as Pre-Tax Salary Deferrals, unless designated otherwise under this subsection (iii). 0 Any Salary Deferrals made pursuant to an automatic deferral election will be treated as Roth Deferrals. [This subsection (iii) may only be checked if Roth Deferrals are permitted under AA §6A-5.] [Note: Any Salary Deferral Election (including an election not to defer under the Plan) made after the effective date of the automatic deferral provisions will override such automatic deferral provisions. See Section 6.04(b)(l)(iiz) of the Plan for the application of this provision to rehired Employees.] Application of automatic increase. U nless designated otherwise under this subsection (5), i f an automatic increase is selected under subsection (2)(ii) or (3)(ii) above, the automatic increase will take effect as of the first day ofthe second Plan Year following the Plan Year in which the automatic deferral election first becomes effective with respect to a Participant. (See Section 3.03(c)(2)(iii) of the Plan.) 0 (5) 0 (i) First Plan Year. Instead of applying as of the second Plan Year, the automatic increase described in subsection (2)(ii) or (3)(ii), as applicable, takes effect as of the appropriate date (as designated under subsection (iii) below) within the first Plan Year following the date automatic contributions begin. Designated Plan Year. Instead of applying as of the second Plan Year, the automatic increase described in subsection (2)(ii) or (3)(ii). as applicable, takes effect as of t he appropriate date (as 0 (ii) designated under subsection (iii) below) within the Plan Year following the Plan Year in which the automatic deferral election first becomes effective with respect to a Participant. [Note: if this subsection (ii) is checked and the Plan is intended to qualify for the QACA safe harbor, the Plan must satisfy the minimum deferral requirements. See Section 6.04(b)(l)(i) of the Plan for special rules that apply if this subsection (il) is checked for a QACA plan. Also see Rev. Rul. 2009-30.] Effective date. The automatic increase described under subsection (2)(ii) or (3)(ii), as applicable, is generally effective as of the first day of the Plan Year. If this su bsection (iii) is checked, instead of becoming effective on the first day of the Plan Year, the automatic increase will be effecti ve on : 0 (iii) 0 (A) 0 (B) 0 (C) 0 (D) The anniversary of the Participant's date of hire. The anniversary of the Participant's first automatic deferral contribution. The first day of each calendar year. Other date:-----------------------[Note: if this subsection (iii) is checked and the Plan is intended t o qualify for the QACA safe harbor, the Plan must satisfy the minimum deferral requirements. See Section 6.04(b)(l)(i) of the Plan for special rules that apply if this subsection (iil) is checked for a QACA plan. Also see Rev. Rul. 2009-30. ] 0 (iv) Special rules:-- - --- - - - - ----- - ------- - - - - -- [Note: Any special rules under this subsection (iv) must satisfy the rules applicable t o automatic increases under Treas. Reg. §1.40 I (k)-3, if applicable, and must satisfy the nondiscrimination requirements under Code §401(a)(4). ] 0 (6) Treatment of terminated Employees. Unless designated otherwise under subsection (i) below, a Participant 's affirmative election to defer (or to not defer) will cease upon termination of employmen t. In addition, unless designated otherwise under subsection (ii) below, in applyi ng the automatic deferral provisions under the Plan, a rehired Participant is treated as a new Employee if t he Partici pant is precluded from making automatic deferrals to the Plan for a full Plan Year. 0 (i) Terminated Employees. If this subsection (i) is selected, a terminated Participant's affirmative election to defer (or to not defer) will
not cease upon termination of employment. Th us, a Participant who entered into an election to defer (or not to defer) prior to termination of employment will not be subject to the automatic deferral provisions upon rehire. (See Section 3.03(c)(2)(i) of t he Plan.) 0 (ii) Rehired Employees. If this provi sion applies, a Partici pant who is precluded from making automatic deferrals to the Plan for a full Plan Year will not be treated as a new Employee for pu rposes of applying the automatic deferral provisions under the Plan. Thus, a rehired Participant's minimum deferral percentage will continue to be calculated based on the date the individual first began making automatic deferrals under the Plan. (See Section 6.04(b)( l )(iii) of the Plan.) ©Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page 22 


 




     


     


    

 


		PS/401(k) Prototype Plan Sectlon &A-Salary Deferrals 0 (b) Permissible Withdrawals under Automatic Contribution Arrangement. 0 (I) Permissible withdrawals allowed. If the Plan satisfies the requirements for an EACA (as set forth in Section 3.03(c)(2) of the Plan) or a QACA (as set forth in Section 6.04(b) of the Plan), the permissible withdrawal provisions under Section 3.03(c)(3) of the Plan appl y. Thus, a Participant who receives an automatic deferral may withdraw such contributions (and earnings attributable thereto) within the time period set forth under Section 3.03(c)(3) of the Plan, without regard to the in-service distribution provisions selected under AA §10-1. No permissible withdrawals. Although the Plan contains an automatic deferral election that is designed to satisfy the requirements of an EACA or QACA, the permissible withdrawal provisions under this subsection (b) are not available. Time period for electing a permissible withdrawal. Instead of a 90-day election period, a Participant must 0 (2) 0 (3) request a permissible withdrawal no later than [may not be less than 30 or more than 90] days after the date the Plan Compensation from which such Salary Deferrals are withheld would otherwise have been included in gross income. Other automatic deferral provisions: --------------- -------------- [Note: Any language added under this subsection (c) must comply with the nondiscrimination requirements under Code §401(a)(4) and the regulations thereunder.] 0 (c) 6A-9 SPECIAL DEFERRAL EFFECTIVE DATES. Unless designated otherwise under this AA §6A-9, a Participant is eligible to make Salary Deferrals under the Plan as of the Effective Date of the Plan (as designated in the Employer Signature Page). However, in no case may a Participant begin making Salary Deferrals prior to the later of the date the Employee becomes a Participant, the date the Participant executes a Salary Reduction Agreement or the date the Plan is adopted or effective. (See Section 3.03(a) of the Plan.) To designate a later Effecti ve Date for Salary Deferrals or Roth Deferrals, complete this AA §6A-9. 0 (a) Salary Deferrals. A Participant is eligible to make Salary Deferrals under the Plan as of: 0 (I) 0 (2) the date the Plan is executed by the Employer (as indicated on the Employer Signature Page). (insert date). 0 (b) Roth Deferrals. The Roth Deferral provisions under AA §6A-5 are effective as of . [If Roth Deferrals are permitted under AA §6A-5 above, Roth Deferrals are effective as of the Effective Date applicable to Salary Deferrals under this AA §6A-9, unless a later date is designated under this subsection (b). ] 6A-10 SIMPLE 401(k) PLAN PROVISIONS. The SIMPLE 40l (k) provisions under Section 6.05 of the Plan do not apply unless specifically elected under this AA §6A-10. 0 (a) By checking this box the Employer elects to have the SIMPLE 40l{k) provisions described in Section 6.05 of the Plan apply. 0 (I) 0 (2) Employer will make Matching Con tribution under Section 6.05(b)(3) of the Plan. Employer will make Employer Contribution under Section 6.05(b)(4) of the Plan. 0 (b) Other SIMPLE 40 l (k) provisions:---------------------------[Note: This AA §6A-10 may only be checked if the Plan uses a calendar-year Plan Year and the Employer is an Eligible Employer as defined in Section 6.05(a)(l) of the Plan. All contributions under the SIMPLE 401(k) Plan are 100% vested at all times. If this AA §6A-10 is selected, no contributions may be authorized under AA §6 and AA §6B-§6D. Any special rules under subsection (b) must satisfy the nondiscrimination requirements under Code §40l(a)(4). ] SECTION6B MATCHING CONTRIBUTIONS 68-1 MATCHING CONTRJBUTIONS. Is the Employer authorized to make Matching Contributions under the Plan? 0 Yes. [Check this box if Matching Contributions may be made under the Plan, including Matching Contributions that satisfy the ACP safe harbor (i.e., Matching Contributions that
are made in addition to the Safe Harbor Contributions required to satisfy the ADP safe harbor under AA §6C-2(a)). ] 0 No. [Check this box if there are no Matching Contributions or the only Matching Contributions are Safe Harbor Matching Contributions that satisfy the ADP safe harbor under AA §6C-2(a}. If "No" is checked, skip to Section 6C.] CJ Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page 23 


 




     


     


    

 


		PSI401(k) Prototype Plan Section 68-Matching Contributions 68-2 MATCHING CONTRIBUTION FORMULA: For the period designated in AA §68-5 below, the Employer will make the following Matching Contribution on behalf of Participants who satisfy the allocation conditions under AA §68-7 below. [See AA §68-3 for the definition of Eligible Contributions for purposes of the Matching Contributions under the Plan. If the Plan provides for After-Tax Employee Contributions, also see AA §6D-2 to determine the application of the Matching Contribution formulas to After-Tax Employee Contributions. ] 0 (a) Discretionary match.The Employer will determine in its sole discretion how much, if any, it will make as a Matching Contribu tion. Such amount can be determined either as a uniform percentage of deferrals or as a flat dollar amount for each Participant. Fixed match. The Employer will make a Matching Contribution for each Participant equal to: 0 (b) 0 (I) 0 (2) 0 (3) 21. % of Eligible Contributions made for each period designated in AA §68-5 below. $ for each period designated in AA §68-5 below. %of Eligible Contributions made for each period designated in AA §68-5 below. However, to receive the Matching Contribution for a given period, a Participant must contribute Eligible Contributions equal to at least % of Plan Compensation for such period. 0 (4) $ for each period designated in AA §68-5 below. However, to receive the Matching Contribution for a given period, a Participant must contribute Eligible Contributions equal to at least % of Plan Compensation for such period. Tiered match. The Employer will make a Matching Contribution to all Participants based on the following tiers of Eligible Contributions. 0 (c) 0 ( I ) Tiers as percentage of Plan Compensation. Eligible Contributions Fixed Discretionary Match% Match 0 0 (i) Up to_% of Plan Compensation % 0 0 (ii) From_% up to_% of Plan Compensation % 0 0 (iii) From_% up to _% of Plan Compensation % 0 0 (iv) From _% up to_% of Plan Compensation % 0 (2) Tiers as dollar amounts. Eligible Contributions Fixed Discretionary Match Match 0 0 (i) Up to$_ % 0 0 (ii) From $_up to$_ % 0 0 (iii) From$_ up to$_ % 0 (iv) Above$_ 0 % [Note: /flhe Plan is designed to satisfy the ACP safe harbor with respect to the Matching Contributions, the rate of Matching Contribution may not increase as the rate of Eligible Contributions increases. ] Year of Service match.The Employer will make a Matching Contribution as a uniform percentage of Eligible Contributions to all Participants based on Years of Service with the Employer. 0 (d) Matching% Years of Service 0 (I ) From_ up to __ Years of Service % ---_% 0 (2) From_ up to Years of Service 1/:J Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page 24 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 68 - Matching Contributions Years of Service Matching% 0 (3) From_ up to Years of % ---Service 0 (4) Years of Service equal to and above ---% For this purpose, a Year of Service is each Plan Year during which an Employee completes at least 1,000 Hours of Service. Alternatively, a Year of Service is: --- ------------------------[Note: Each separate rate of Matching Contribution must satisfY the nondiscrimination requirements under Treas. Reg. §1.40l(a)(4)-4 as a separate benefit, right or feature. Any alternative definition of a Year of Service must meet the requirements of a Year of Service as defined in Section 2.03 of the Plan.] Different Employee groups.The Employer may make a different Matching Contribution to the Employee groups designated under subsection (I) below. The Matching Contribution will be allocated separately to each designated Employee group in accordance with the formula designated under subsection (2). 0 (e) (I) (2) Designated Employee groups. Matching Contribution formulas. 0 (i) Discretionary Matching Contribution.The Employer may make a different discretionary Matching Contribution for each Employee group designated under subsection ( I ). Different Matching Contribution formula. The following Matching Contribution will apply for each Employee group designated under subsection (I). [Note: Each separate rate of Matching Contribution must satisfY the nondiscrimination requirements under Treas. Reg. §1.401(a)(4)-4 as a separate benefit, right or feature.] 0 (ii) 0 (f) Describe special rules for determining allocation formula:--------------------- [Note: Any special rules under this subsection (/} must be described in a manner that precludes Employer discretion and must satisfY the nondiscrimination requirements ofCode §40l(a)(4) and the regulations thereunder.] 68-3 CONTRIBUTIONS ELIGIBLE FOR MATCHING CONTRIBUTIONS ("ELIGIBLE CONTRIBUTIONS"). Unless designated otherwise under this AA §68-3, all Salary Deferrals, including any Roth Deferrals and Catch-Up Contributions are eligible for the Matching Contributions designated under AA §68-2. 0 (a) Matching Contributions.Only the following contribution sources are eligible for a Matching Contribution under AA §68-2: 0 (I) 0 (2) 0 (3) Pre-tax Salary Deferrals Roth Deferrals Catch-Up Contributions [Note: Any amounts excluded under this subsection do not apply to Safe Harbor Matching Contributions under AA §6C-2. See AA §6D-2(b) to determine eligibility of After-Tax Employee Contributions for Matching Contributions. ] Application of Matching Contributions to elective deferrals made under another plan maintained by the Employer. If this subsection (b) is checked, the Matching Contributions described in AA §68-2 will apply to elective deferrals made under another plan maintained by the Employer. 0 (b) 0 (I) The Matching Contribution designated in AA §68-2 above will apply to elective deferrals under the following plan maintained by the Employer: ------------- ----- --------The following special rules apply in determining the amount of Matching Contributions under this Plan with respect to elective deferrals under the plan described in subsection ( I ): -------------- [Note: This subsection (b) may be used to describe special provisions applicable to Matching Contributions provided with respect to elective deferrals under another plan maintained by the Employer, including another qualified plan, Code §403(b) plan or Code §457(b) plan.] 0 (2) 0 Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page25 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 68 -Matching Contributions 0 (c) Special rules.The following special rules appl y for purposes of determining the Matching Contribution under this AA §68-3: -------------------------------[Note: Any special rules under subsection (c) must satisfy the nondiscrimination requirements under Code §401(a)(4) and the regulations thereunder. If contribution sources are limited for only certain Matching Contributions, those limitations may be described under this subsection.] 68-4 LIMITS ON MATCHING CONTRIBUTIONS. In applying the Matching Cont ribution formula(s) selected under AA §68-2 above, all Eligible Contributions are eligible for Matching Contributions, unless elected otherwise under this AA §68-4. [ See AA §6D-2(b) for any limits that apply with respect to After-Tax Employee Contributions. ] 0 (a) ACP safe harbor match. The Matching Contribution formula(s) selected i n AA §68-2 are designed to satisfy the ACP Safe Harbor as described in Section 6.04(i) of the Plan. Therefore, any Matching Contribution selected in AA §68-2 will only apply with respect to Eligi ble Contributions that do not exceed 6% of Plan Compensation and to the extent any Matching Contribution formula is discretionary, the total amount of discretionary Matching Contributions will not exceed 4% of Plan Compensation for the Plan Year. [Note: If this subsection (a) is checked, no allocation conditions should be selected under AA §68-7. If allocation conditions are selected under AA §68-7, the Matching Contributions under this AA §68-2 may not qualify for the ACP safe harbor. See Section 6.04(i) of the Plan.] Limit on the amount of Eligible Contributions. The Matching Contribution formula(s) selected in AA §68-2 above apply only to Eligible Contributions that do not exceed: 0 (b) 0 (I) 0 (2) 0 (3) _12 _% of Plan Compensation. $____ A discretionary amount determined by the Employer. [Note: If both (1) and (2) are selected, the limit under this subsection (b) is the lesser of the percentage selected in subsection(!) or the dollar amount selected in subsection {2). ] Limit on Matching Contributions.The total Matching Contribution provided under the formula(s) selected in AA §68-2 above will not exceed: 0 (c) 0 (I) 0 (2) _3_%of Plan Compensation. $ . 0 (d) Application of limits. The limits identified in subsection (b) and (c) do not apply to the following Matching Contributi on formula(s): 0 ( I ) Any limit on the amount of Eligible Contributions under subsection (b) does not apply to: 0 (i) Discretionary match 0 (ii) Fixed match 0 (iii) Tiered match 0 (iv) Year of Service match 0 (v) Employee group match 0 (2) Any limit on Matching Contributions under subsection (c) does not apply to: 0 (i) Discretionary match 0 (i i) Fixed match 0 (i ii) Tiered match 0 (iv) Year of Service match 0 (v) Employee group match 0 (e) Special limits applicable to Matching Contributions: ------------- ------- ---[Note: Any special provisions under this subsection (e) must comply with the nondiscrimination requirements under Code §40l{a)(4).] © Copyright2014 PPA Restatement - Prototype DC-BPD #()3 Page 26 


 




     


     


    

 


		PS 401(k) Prototype Plan Section 6B-Matching Contributions 68-5 PERIOD FOR DETERMINING MATCHING CONTRIBUTIONS. The Matching Contribution formula(s) selected in AA §68-2 above (including any limitations on such amounts under AA §68-4) are based on Eligible Contributions and Plan Compensation for the Plan Year. To apply a different period for determining the Matching Contributions and limits under AA §68-2 and AA §68-3, complete this AA §68-5. ltJ (a) 0 (b) 0 (c) 0 (d) payroll period Plan Year quarter calendar month Other:----------[Note: Although Matching Contributions (and any limits on those Matching Contributions) will be determined on the basis of the period designated under this AA §6B-5, this does not require the Employer to actually make contributions or allocate contributions on the basis of such period. Matching Contributions may be contributed and allocated to Participants at any time within the contribution period permitted under Treas. Reg. §I.415-6, regardless of the period selected under this AA §6B-5. Any alternative period designated under this AA §6B-5 may not exceed a 12-month period and will apply uniformly to all Participants.] [Note: In determining the amount of Matching Contributions for a particular period, if the Employer actually makes Matching Contributions to the Plan on a more frequent basis than the period selected in this AA §6B-5, a Participant will be entitled to a true-up contribution to the extent he/she does not receive a Matching Contribution based on the Eligible Contributions and/or Plan Compensation for the entire period selected in this AA §6B-5. If a period other than the Plan Year is selected under this AA §6B-5, the Employer may make an additional discretionary Matching Contribution equal to the true-up contribution that would otherwise be required if Plan Year was selected under this AA §6B-5. See Section 3.04(c) of the Plan.] 68-6 ACP TESTING. The ACP Test will be performed using the Current Year Testing Method, unless designated otherwise under subsection (a). (See Section 6.02(a) of the Plan.) 0 (a) Prior Year Testing Method. Instead of the Current Year Testing Method, the Plan will use the Prior Year Testing Method in running the ACP Test. [Note: If the Plan is intended to be a Safe Harbor 40 I (k) Plan (as designated in AA §6C below), the Plan must use the Current Year Testing Method. Thus, for any year the Plan is a Safe Harbor 40/(k) Plan, the Current Year Testing Method applies, regardless of any selection under this subsection (a). ] O(b) Application of Current Year Testing Method. The Current Year Testing Method has applied since the Plan Year. [Ifthe Plan has switched from the Prior Year Testing Method to the Current Year Testing Method. this subsection (b) may be checked to designate the first Plan Year for which the Current Year Testing Method applies.] 0 (c) Special rule for first Plan Year. If this is a new 40J(m) Plan, the testing method selected in this AA §68-6 applies for purposes of applying the ACP Test for the first Plan Year of the Plan, unless designated otherwise under this subsection (c). I f the Prior Year Testing Method applies, the ACP of the Nonhighly Compensated Employee Group for the first Plan Year is deemed to be 3%. (See Section 6.02(a)(3) of the Plan.) 0 ( I) Instead of the Prior Year Testing Method, the Plan will use the Current Year Testing Method for the first Plan Year for which the 401(m) Plan is effective. 0 (2) Instead of the Current Year Testing Method, the Plan will use the Prior Year Testing Method for the first Plan Year for which the 40I(m) Plan is effective. 68-7 ALLOCATION CONDITIONS. A Participant must satisfy an y allocation conditions designated under this AA §68-7 to receive an allocation of Matching Contributions under the Plan. [Note: Any allocation conditions set forth under this AA §6B-7 do not apply to Safe Harbor Matching Contributions under AA §6C
or QMACs under AA §6D, unless provided otherwise under those specific sections. See AA §4-5 for treatment of service with Predecessor Employers for purposes of applying the allocation conditions under this AA §6B-7.] 0 (a) No allocation conditions apply with respect to Matching Contributions under the Plan. 0 (b) Safe harbor allocation condition. An Employee must be employed by the Employer on the last day ofthe Plan Year OR must complete more than: _(not to exceed 500) Hours of Service during the Plan Year. 0 (I) 0 (i) 0 (ii) Hours of Service are determined using actual Hours of Service. Hou rs of Service are determined using the following Equivalency Method (as defined under AA §4-3(d)): 0 (A) Monthly 0 (B) Weekly © Copyright20/4 PPA Restatement - Prototype DC-BPD #()3 Page27 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 68-Matching Contributions 0 (C) Dail y Semi-monthly 0 (D) 0 (2) _(not more than 91) consecutive days of employ ment with the Employer during the Plan Year. [Note: Under this safe harbor allocation condition. an Employee will satisfy the allocation conditions if the Employee completes the designated Hours of Service or period of employment, even if the Employee is not employed on the last day of the Plan Year. See Section 3.09 of the Plan for rules regarding the application of this allocation condition to the minimum coverage test.) Employment condition. An Employee must be employed with the Employer on the last day of the Plan Year. Minimum service condition. An Employee must be credited with at least: 0 (c) 0 (d) 0 ( I ) _Hours of Service (not to exceed 1 ,000) during the Plan Year. 0 (i) 0 (ii) Hours of Service are determined using actual Hours of Service. Hours of Service are determined using the following Equivalency Method (as defined under AA §4-3(d)): 0 (A) 0 (C) Monthly Daily 0 (B) 0 (D) Weekly Semi-mon thly 0 (2) _(not more than 182) consecutive days of employment with the Employer during the Plan Year. 0 (e) Application to a specified period. The allocation conditions selected under this AA §68-7 apply on the basis of the Plan Year. Alternatively, if an employ ment or minimum service condition applies under subsection (c) and/or (d ), the Employer may elect under this subsection (e) to apply the allocation conditions on a periodic basis as set forth below. (See Section 3.09(a) of the Plan for a description of the rules for applying the allocation conditions on a periodic basis.) 0 ( I ) Period for applying allocation conditions. Instead of the Plan Year, the allocation conditions set forth under subsection (2) below apply with respect to the following periods: 0 (i) 0 (ii) 0 (iii) 0 (iv) Plan Year quarter calendar month payroll period Other:-----------------------------0 (2) Application to allocation conditions. To the extent an employment or minimum service allocation condition applies under subsection (c) and/or (d), such allocation condition will appl y based on the period selected under subsection ( I) above, unless designated otherwise below: 0 (i) Only the employment condition under subsection (c) will be based on the period selected i n subsection ( I ) above. 0 (i i)Only the minimum service condition under subsection (d) will be based on the period selected in subsection (I) above. 0 (iii)Describe any special rules:------------------ - ---- --- {Note: Any special rules under subsection (iii) must satisfy the nondiscrimination requirements of Code §40l{a){4).] Exceptions. 0 (f) 0 (I) The above allocation condition(s) will not appl y if the Employee: 0 (i) 0 (ii) 0 (iii) 0 (iv) 0 (v) dies during the Plan Year. terminates employment as a result of becoming Disabled. terminates employment after attaining Normal Retirement Age. terminates employment after attaining Early Retirement Age. is on an authorized leave of absence from the Employer. 0 (2) The exceptions selected under subsection ( I ) will apply even if an Employee has not terminated employ ment at the time of the selected event(s). Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page 28 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 68-Matching Contributions 0 (3) The exceptions selected under subsection (I) do not apply to: 0 (i) 0 (ii) 0 (v) an employment condition under subsection (c) above. a minimum service condition under subsection (d) above. the following Matching Contributions: 0 (A) 0 (B) 0 (C) 0 (D) 0 (E) Discretionary match Fixed match Tiered match Year of Service match Employee group match 0 (g) Describe any special rules governing the allocation conditions under the Plan: - ------------ [Note: Any special rules must satisfy the nondiscrimination requirements under Code §40l(a)(4). ] SECTION6C SAFE HARBOR 401(k) CONTRIBUTIONS 6C-I SAFE HARBOR 40l(k) PLAN. Is the Plan intended to be a Safe Harbor 40I(k) Plan? 0 Yes No [If "No" is checked, skip to Section 6D.] 6C-2 SAFE HARBOR CONTRIBUTIONS. To qualify as a Safe Harbor 40I(k) Plan, the Employer must make a Safe Harbor/QACA Safe Harbor Matching Contribution or Safe Harbor/QACA Safe Harbor Employer Contribution. The Safe Harbor Contribution elected under this AA §6C-2 will be in addition to any Employer Contri bution or Matching Contribution elected in AA §6 or AA §6B above. 0 (a) Safe Harbor/QACA Safe Harbor Matching Contribution. 0 (I ) Safe Harbor Matching Contribution formula. 0 (i) Basic match: 100% of Salary Deferrals up to the first 3% of Plan Compensation, plus 50% of Salary Deferrals up to the next 2% of Plan Compensation. Enhanced match:_% of Salary Deferrals up to_% of Plan Compensation. 0 (ii) 0 (iii) Tiered match: %of Salary Deferrals up to the first_% of Plan Compensation, 0 (A) 0 (B) plus % of Salary Deferrals up to the next % of Plan Compensation, plus % of Salary Deferrals up to the next % of Plan Compensation. [Note: The enhanced match under subsection (ii) and the tiered match under subsection {iii) must provide a matching contribution that is at least equivalent at all deferral levels to the basic match described in subsection (i). If the enhanced match or tiered match applies t o Salary Deferrals in excess of6% of Plan Compensation or if the tiered match provides for a greater level of match at higher levels of Salary Deferrals, the Matching Contribution will be subject to ACP Testing. See Section 6.04(1){2) of the Plan.] QACA Safe Ha rbor Matching Contribution formula. [Note: Also must select AA §6A-8. ] 0 (2) 0 (i) Basic match: I 00% of Salary Deferrals up to the first I% of Plan Compensation, plus 50% of Salary Deferrals up to the next 5% of Plan Compensation. Enhanced match: %of Salary Deferrals up to % of Plan Compensation. 0 (ii) 0 (iii) Tiered match: % of Salary Deferrals up to the first % of Plan Compensation, 0 (A) 0 (B) plus % of Salary Deferrals up to the next % of Plan Compensation, plus % of Salary Deferrals up to the next %of Plan Compensation. [Note: The enhanced match under subsection {ii) and the tiered match under subsection (iii) must provide a matching contribution that is at/east equivalent at all deferral levels to the basic match described in subsection (l). If the enhanced match or tiered match applies to Salary Deferrals in excess of6% of Plan Compensation or if the tiered match provides for a greater level of match at higher levels of Salary Deferrals, the Matching Contribution will be subject to ACP Testing. See Section 6.04(i)(2) of the Plan.] C Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Pagel9 


 




     


     


    

 


		PS/401(k) Prototype Plan :.ectlon SC-Safe Harbor 401(k) Contributions (3) Period for determining Safe Harbor Matching Contributions.Instead of the Plan Year, the Safe Harbor/QACA Safe Harbor Matching Contribution formula selected in ( I ) or (2) above is based on Salary Deferrals for the following period: 0 (i) 0 (ii) 0 (iii) 0 (iv) payroll period Plan Year quarter calendar month Other: [Note: In determining the amount of Safe Harbor!QACA Safe Harbor Matching Contributions for a particular period, if the Employer actually makes Safe Harbor/QACA Safe Harbor Matching Contributions to the Plan on a more frequent basis than the period selected in this subsection (3), a Participant will be entitled to a "true- up" contribution to the extent he/she does not receive a Safe Harbor!QACA Safe Harbor Matching Contribution based on the Salary Deferrals and/or Plan Compensation for the entire period selected in subsection (3). Thus, for example, if Plan Year applies under this subsection (3), additional Safe Harbor!QACA Safe Harbor Matching Contributions may be required if the Safe Harbor!QACA Safe Harbor Matching Contributions are made on a more frequent basis than annually. If true-up contributions will not be made for any Participant under the Plan, payroll period should be selected under subsection (i). ] Safe Harbor/QACA Safe Harbor Employer Contribution: %(not less than 3%) of Plan Compensation. [Note: If the Plan is designated as a QACA under AA §6A-8, the Safe Harbor!QACA Safe Harbor Employer Contribution will be a QACA Safe Harbor Contribution. If the Plan is not designated as a QACA under AA §6A-8, the Safe Harbor!QACA Safe Harbor Employer Contribution will be a regular Safe Harbor Employer Contribution.] 0 (b) 0 ( I ) Supplemental Safe Harbor notice. Check this selection ifthe Employer will make the Safe Harbor/QACA Safe Harbor Employer Contribution pursuant to a supplemental notice, as described in Section 6.04(a)(4}(iii) of the Plan. [Note: If this subsection(/) is checked, the Safe Harbor/QACA Safe Harbor Employer Contribution described above will be required for a Plan Year only if the Employer provides a supplemental notice (as described in Section 6.04(a)(4)(iii) of the Plan). If the Employer properly provides the Safe Harbor notice but does not provide a supplemental notice, the Employer need not provide the Safe Harbor!QACA Safe Harbor Employer Contribution described above. In such a case, the Plan will not qualify as a Safe Harbor 401(k) Plan for that Plan Year and will be subject to ADPIACP testing, as applicable. See Section 6.04(a)(4)(iii) of the Plan for rules that apply in subsequent Plan Years. ] Other plan. Check this subsection (2) if the Safe Harbor/QACA Safe Harbor Employer Contribution will be made under another plan maintained by the Employer and identi fy the plan: 0 (2) 0 (c) Special rules: The following special rules apply for purposes of applying the Safe Harbor provisions under the Plan: _ [Note: Any special rules under subsection (c) must satisfy the nondiscrimination requirements of Code §401(a)(4).] 6C-3 ELIGIBILITY FOR SAFE HARBOR CONTRIBUTION. The Safe Harbor Contribution selected in AA §6C-2 above will be allocated to all Participants who are eligible to make Salary Deferrals under the Plan, unless designated otherwise under this AA §6C-3. 0 (a) Availability of Safe Harbor Contributions.Instead of being allocated to all eligible Participants, the Safe Harbor Contribution selected in AA §6C-2 will be allocated onl y to: 0 ( I ) 0 (2) Nonhighly Compensated Participants Nonhighly Compensated Participants and any Highl y Com pensated Non-Key Employees 0 (b) Eligible Employees. Unless designated otherwise under this subsection (b), any Excluded Employees will be determined under the Deferral column under AA §3-1. If this subsection (b) is checked, the following Employees will be excluded for purposes of receiving the Safe Harbor Contribution. [Note: The exclusion of Employees
under this subsection may require additional nondiscrimination testing. See Section 6.04(c) of Plan.] 0 (I) 0 (2) 0 (3) Same exclusions as designated for Matching Contributions under AA §3-I . Same exclusions as designated for Employer Contributions under AA §3-1 . The following Employees are Excluded Employees for purposes of recei ving the Safe Harbor Contribution: 0 (i) 0 (ii) Collectivel y Bargained Employees Non-resident aliens who receive no compensation from the Employer which constitu tes U.S. source income Leased Employees Descri be: --------------- - --------------0 (iii) 0 (iv) © Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page 30 


 




     


     


    

 


		 - PS/401(k) Prototype Plan Section 6C-Safe Harbor 401(k) Contributions [Note: If subsection (iv) is completed to designate a class of Excluded Employees, such Employee class must be defined in such a way that it precludes Employer discretion and may not be based on time or service (e.g., part-time Employees) and may not provide for an exclusion designed to cover only Nonhighly Compensated Employees with the lowest amount of compensation and/or the shortest periods of service which may represent the minimum number of Nonhighly Compensated Employees necessary to satisfy the coverage requirements under Code §410(b).] Minimum age and ser vice conditions. Unless designated otherwise under th is su bsection (c), the minimum age and service conditions applicable to Salary Deferrals u nder AA §4 will apply for pu rposes of any Safe Harbor Contributions selected under AA §6C-2. If this subsection (c) is checked, the following minimum age and service conditions apply for Safe Harbor Con tributions. [Note: The addition of minimum age or service conditions under this subsection may require additional nondiscrimination testing. See Section 6.04(d) of the Plan.] 0 (c) 0 ( I ) Minimum service requirement. 0 (i) 0 (ii) 0 (iii) 0 (iv) No minimum service conditions apply. The minimum service conditions applicable to Matching Contributions (as selected i n AA §4). The minimum service conditions applicable to Employer Contri butions (as selected in AA §4). One Year of Service using shi fti ng Eligibility Computation Period. (See Section 2.03(a)(3)(i) of the Plan.) 0 (v) The completion of at least [cannot exceed 1,000] Hours of Service during the first months of employment or the completion of a Year of Service (as defined in AA §4-3), if earlier. Descri be:-------------------------------0 (vi) [Note: For purposes of determining eligibility for Safe Harbor Contributions, an Employee may not be required to complete more than one Year of Service.] Minimum age requirement. 0 (2) 0 (i) 0 (ii) 0 (iii) No mini mum age requirement Age 21 Age (not later than age 21) 0 (3) Entry Da te. 0 (i) Immediate 0 ( iii)Quarterl y 0 (ii) 0 (iv) Semi-annual Monthly 0 (d) Describe eligibility conditions:----------- - - ---------------- -- [N ote: Any additional eligibility conditions must satisfy the requirements of Code §410(a) and may not violate the nondiscrimination requirements ofCode §401(a)(4).] 6C-4 DEFINITION OF PLA N COMPENSATION. Unless designated otherwise u nder this AA §6C-4, Plan Compensation is the same definition as selected under the Deferral column of AA §5-3 and AA §5-4. [See Note below for special rules applicable to definition of Pian Compensation.] 0 (a) Modification of Plan Compensation. Instead of using the definition of Plan Compensation used for Salary Deferrals under AA §5-3, the following exclusions apply for Safe Harbor Contri butions: 0 ( I ) 0 (2) No exclusions. All fringe benefits, expense reimbursements, deferred compensation, moving expenses, and welfare benefits are excluded. Amou nts received as a bonus are excl uded. Amounts received as commissions are excl uded. Overti me payments are excl uded. Describe adjustments to Plan Com pensation:---------- ------------- [Note: Any exclusions selected under AA §5-3(e)-(I) or under subsections (3) - (6) may cause the definition of Plan Compensation to fail to satisfy a safe harbor definition of compensation under Code §4 I 4(s). Any modification under subsection (6) must be definitely determinable and preclude Employer discretion. ] 0 (3) 0 (4) 0 (5) 0 (6) 0 (b) Compensation while a Participant. Instead of using the period of compensation designated under AA §5-4(b) for Salary Deferrals, the followi ng Plan Compensation will be taken i nto account for Safe Harbor Contributions: 0 ( I ) 0 (2) Only Plan Compensation earned while the Employee is eligi ble to receive a Safe Harbor Contribution. Plan Compensation for the enti
re Plan Year, including compensation earned while an individual is not eligi ble to receive the Safe Harbor Contribution. 0Copyright 2014 PPA Restotement - Prototype DC-BPD #03 Page31 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 6C-Safe Harbor 401(k) Contributions [Note: A Prototype Plan is required to use a definition of Plan Compensation for Safe Harbor Contributions that satisfies a safe harbor definition of compensation under Treas. Reg. §I.4/4(s)-J (a). Therefore, if any selections under AA §5-3 or under this M §6C-4 do not meet the safe harbor exclusions under Treas. Reg. §1.414(s)-l , as described in Section 1.97(a) of the Plan, such adjustments will apply only to Highly Compensated Employees for purposes of determining Safe Harbor Contributions under the Plan. See Section 1.97 of the Plan.) 6C-5 OFFSET OF ADDITIONAL EMPLOYER CONTRIBUTIONS. Any additional Employer Contributions under AA §6 will be allocated to all eligible Participants in addition to the Safe Harbor Employer Contribution, unless selected otherwise under this AA §6C-5. 0 Check this AA §6C-5 to provide that the Safe Harbor Employer Contribution offsets any addi tional Employer Contributions designated under AA §6. For this purpose, if the permitted disparity allocation met hod is selected under AA §6-3(c), this offset applies onl y to the second step of the two-step permitted disparity formula or the fourth step of the four-step permitted disparity formula. (See Section 3.02(d)( I ) of the Plan.) DELAYEO EFFECTIVE DATE. The Safe Harbor provisions under this AA §6C are effective as of the Effective Date of the Plan, as designated in the Employer Signature Page. To provide for a delayed effective date for the Safe Harbor provisions, check this AA §6C-6. 0 The Safe Harbor provisions under this AA §6C are effecti ve beginning . Prior to this delayed effective date, the 6C-6 provisions of this AA §6C do not apply. Thus, prior to the delayed effecti ve date, the Employer is not obligated to make a Safe Harbor Contribution and the Plan is subject to ADP and ACP Testing, to the extent applicable. SECTION6D SPECIAL CONTRIBUTIONS 60-1 SPECIAL CONTRIBUTIONS. The following Special Contributions may be made under the Plan: 0 (a) 0 (b) 0 (c) 0 (d) No Special Contributions are permitted. [Skip to Section 7.] After-Tax Employee Contributions Qualified Nonelective Contributions (QNECs) Quali fied Matching Contributions (QMACs) [Note: Regardless of any elections under this AA §6D-l, the Employer may make additional QNECs or QMACs to the Plan on behalf of the Nonhighly Compensated Employees and use such amounts to correct an ADP or ACP Test violation. See Sections 6.0J(b)(3) and 6.02(b)(3) of the Plan for special rules regarding the allocation ofQNECs/QMACs under the Plan.] 60-2 AFTER-TAX EMPLOYEE CONTRIBUTIONS. If After-Tax Employee Contributions are authorized under AA §60-1 , a Participant may contri bute any amount as After-Tax Employee Contributions up to the Code §41 5 Limitation (as defined in Section 5.03 of the Plan), except as limited under thi s AA §60-2. 0 (a) Limits on After-Tax Employee Contributions. If this subsection (a) is checked, the following limits apply to After- Tax Employee Contributions: 0 (1 ) Maximum limit. A Participant may make After-Tax Employee Contributions up to 0 (i) O (ii) %of Plan Compensation $ for the following period: 0 (iii) 0 (iv) 0 (v) the entire Plan Year. the portion of the Plan Year during which the Employee is eligible to participate. each separate payroll period during which the Employee is eligible to participate. 0 (2) Minimum limit. The amount of After-Tax Employee Contribu tions a Participant may make for any payroll period may not be less than: 0 (i) O (ii) %of Plan Compensation. $_. 0 (b) Eligibility for Matching Contributions. Unless designated otherwise under this subsection (b), After-Tax Employee Contributions will not be eligible for Matching Contributions under the Plan. 0 (1) After-Tax Employee Contributions are eligible for the following Matching Contributions under the Plan: ©Copyright 2014 PPA Restatement - Prototype DC-BPD
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		PS/401(k) Prototype Plan Sectlon 60 - SpecialContributions 0 (i) 0 (ii) All Matching Contributions elected under AA §68 and AA §6C. All Matching Contributions elected under AA §68 (other than Safe Harbor/QACA Safe Harbor Matching Contributions elected under AA §6C-2(a)(l)). Only Safe Harbor/QACA Safe Harbor Matching Contributions under AA §6C-2(a)( l ). All Matching Contributions designated under AA §68-2 and/or AA §6C-2, except for the following Matching Contributions:------------------------0 (iii) 0 (iv) 0 (2) The Matching Contribution formula only applies to After-Tax Employee Contributions that do not exceed: 0 (i) 0 (ii) . 0 (iii) % of Plan Compensation. $ . A discretionary amount determined by the Employer. 0 (c) Change or revocation of After-Tax Employee Contributions. In addition to the Participant's Entry Date under the Plan, a Participant's election to change or resume After-Tax Employee Contributions will be effective as of the dates designated under the After-Tax Employee Contribution election form or other written procedures adopted by the Plan Administrator. Alternatively, the Employer may designate under this subsection (c) specific dates as of which a Participant may change or resume After-Tax Employee Contributions. (See Section 3.06 of the Plan.) D (I) D (2) D (3) D (4) The first day of each calendar quarter The first day of each Plan Year The first day of each calendar month The beginning of each payroll period D (5) Other:-------------------------------[Note: A Participant must be permitted to change or revoke an After-Tax Employee Contribution election at least once per year. Unless designated otherwise under subsection (5), a Participant may revoke an election to make After-Tax Employee Contributions (on a prospective basis) at any time. ] ACP Testing Method. The same ACP Testing Method will apply to After-Tax Employee Contributions as applies to Matching Contributions, as designated under AA §68-6. If no method is selected under AA §68-6, the Current Year Testing Method will apply, unless designated otherwise under this subsection (d). 0 Instead of the Current Year Testing Method, if no testing method is selected under AA §68-6, the Plan will use the Prior Year Testing Method in running the ACP Test. [Note: If the Plan is a Safe Harbor 401(k) Plan (as designated in AA §6C), the Plan must use the Current Year Testing Method.] 0 (d) 0 (e) Other limits: ------- - - - - - ---------------- [Any other limits under this subsection (e) must comply with the nondiscrimination requirements under Code §40l(a}(4).J 6D-3 QUA LIFIED NONELECTIVE CONTRIBUTIONS (QNECs). IfQNECs are authorized under AA §6D-I, the Employer may make a discretionary QNEC to the Plan as a uniform percentage of Plan Compensation, a uniform dollar amount, or as a Targeted QNEC. (See Section 3.02(a)(6)(ii)(8) of the Plan for the description of a Targeted QNEC.) The Employer also may elect under this AA §6D-3 to make a fixed QNEC to the Plan. If the Employer decides to make a discretionary QNEC, the Employer must designate the contribution as a QNEC prior to making such contribution to the Plan. (See Section 6.01(a)(4) of the Plan for a description of the amount ofQNEC that may be used in the ADP Test and/or ACP Test.) Unless provided otherwise under this AA §6D-3, any QNEC authorized under AA §6D-I will be allocated to Nonhighly Compensated Employees who are eligible to make Salary Deferrals, without regard to the allocation conditions selected in AA §6-5. Any contribution designated as a QNEC will automatically be subject to the requirements for QNECs (as described in Section 3.02(a)(6) of the Plan). QNECs will be eligible for in-service distribution under the same conditions as elected for Salary Deferrals under AA § I 0 (other than hardship distributions), unless designated otherwise under AA §I 0. To modify these default allocation provisions, complete the applicable
provisions under this AA §6D-3. D {a) All Participants. Any QNEC made pursuant to this AA §60-3 will be allocated to all Participants who are eligible to defer, including Highly Compensated Employees. Fixed QNEC. 0 (b) D (I) The Employer will make a QNEC each Plan Year equal to _% of Plan Compensation. 0 Copyright 2014 PPA Restatement - Prototype DC-BPD #J3 Page 33 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 60 - SpecialContributions 0 (2) The Employer will make a QNEC each Plan Year equal to$_. [Note: A flat dollar QNEC may only be used in the ADP Test to the extent the QNEC does not violate the Targeted QNEC requirements as set forth in Section 3.02(a){6){ii)(B) of the Plan.] Allocation conditions. Any QNEC made pursuant to this AA §60-3 will be allocated only to Participants who have satisfied the following allocation conditions: 0 (c) 0 (I) Safe harbor allocation condition. An Employee must be employed by the Employer on the last day of the Plan Year OR must complete more than 500 Hours of Service. (See Section 3.09 of the Plan.) Employment condition. An Employee must be employed with the Employer on the last day of the Plan Year. Minimum service condition. An Employee must be credited with at least 1,000 HOS during the Plan Year. Describe:---------------------------------0 (2) 0 (3) 0 (4) 0 (d) Eligibility for QNECs. In determining eligibility for QNECs, only those Participants who are eligible for the following contributions will share in the allocation ofQNECs (subject to the selections in this AA §60-3): 0 (1 ) 0 (2) 0 (3) Employer Contributions Matching Contributions Describe:--------------------------------0 (e) Special rules:-------- - - ------------------------ [Note: Any special provisions under this AA §6D-3 must satisfy the nondiscrimination requirements of Code §401(a){4) and the regulations thereunder. ] 60-4 QUALIFIED MATCHING CONTRIBUTIONS (QMACs): If QMACs are authorized under AA §60-1, the Employer may make a discretionary QMAC as a uniform percentage of Plan Com pensation. If the Employer decides to make a discretionary QMAC, the Employer must designate the contribution as a QMAC prior to making such contribution to the Plan. Unless provided otherwise under this AA §60-4, any QMAC authorized under AA §60-1 will be allocated onl y to Nonhighly Compensated Employees, without regard to the allocation conditions selected in AA §6B-7. Any discretionary Matching Contribution designated as a QMAC will automatically be subject to the requirements for QMACs (as described in Section 3.04(d) of the Plan). QMACs will be eligible for in-service distribution under the same conditions as elected for Salary Deferrals under AA §I 0 (other than hardship distributions). (See Section 6.02(a)(l) of the Plan for a descri ption of the amount ofQMAC that may be used in the ADP Test and/or ACP Test.) To modify these default allocation provisions, complete the applicable provision under this AA §60-4. 0 (a) Eligibility for QMAC. The discretionary QMAC will be allocated to all Participants (instead of only to Nonhighly Compensated Employees). Designated QMACs.The Employer may designate under this subsection (b) to treat specific Matching Contributions under AA §6B-2 as QMACs. [Any Matching Contributions designated as QMACs will automatically be subject to the requirements for QMACs (as described in Section 3.04(d) of the Plan), notwithstanding any contrary selections in this Adoption Agreement.] 0 (b) 0 ( I ) 0 (2) 0 (3) All Matching Contributions are designated as QMACs. The following Matching Contributions described in AA §6B-2 are designated as QMACs: _ Any discretionary QMAC made pursuant to this AA §60-4 will be allocated as a Targeted QMAC, as described in Section 3.04(d)(2) of the Plan. 0 (c) Allocation conditions. Any QMAC made pursuant to this AA §60-4 will be allocated only to Participants who have satisfied the following allocation conditions: 0 (I) Safe harbor allocation condition. An Employee must be employed by the Employer on the last day of the Plan Year OR must complete more than 500 Hours of Service. (See Section 3.09 of the Plan.) Employment condition. An Employee must be employed with the Employer on the last day of the Plan Year. Minimum service condition. An Employee must be credited with at least 1,000 HOS du ring the Plan
Year. 0 (2) 0 (3) 0 (4) Describe:--- - - ----------------------- ----0 (d) Special rules:-------------------- - --- - - - - - - ----[Note: Any special provisions under this AA §6D-4 must satisfy the nondiscrimination requirements of Code §401(a)(4) and the regulations thereunder.] 0Copyright 2014 PPA Restatement - Prototype DC·BPD #03 Page 34 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 7-Retirement Ages SECTION7 RETIREMENT AGES 7-1 NORMAL RETIREMENT AGE: Nonnal Retirement Age under the Plan is: 0 (a) 0 (b) Age 21._ (not to exceed 65). The later of age (not to exceed 65) or the (not to exceed 5th) anniversary of the Employee's participation commencement date (as defined in Section 1.89 of the Plan). (may not be later than the later of age 6 5 or the 5th anniversary of the Employee's participation commencement date). 0 (c) [Note: Effective May 22, 2007,for Plans initially adopted on or after May 22, 2007, and effective for the first Plan Year beginning on or after July 1, 2008, for Plans initially adopted prior to May 22, 2007, if the Plan contains any assets transferred from a Money Purchase Plan (or any other pension plan described in Treas. Reg. §1.401-1(a)(2)(i)), the Normal Retirement Age selected in this AA §7-1 must be reasonably representative of the typical retirement age for the industry in which the Plan Participants work. An NRA under age 55 is presumed not to satisfy this requirement while a Normal Retirement Age of at least age 62 is deemed to be reasonable. See Section 1.89 of the Plan. ] 7-2 EARLY RETIREMENT AGE: Unless designated otherwise u nder this AA §7-2, there is no Early Retirement Age under the Plan. 0 (a) A Participant reaches Early Retirement Age if he/she is still employed after attainment of each of the following: 0 (I) 0 (2) 0 (3) Attai n ment of age _ The anniversary of the date the Em ployee commenced participation in the Plan, and/or The completion of Years of Service, detennined as follows: 0 (i) 0 (ii) Describe. Same as for eligi bility. Same as for vesti ng 0 (b) [Note: Any special rules under this subsection (b) must preclude Employer discretion and must satisfy the nondiscrimination requirements of Code §40 I (a)(4) and the regulations thereunder. ] SECTIONS VESTING AND FORFEITURES 8-1 CONTRIBUTIONS SUBJECT TO VESTING. Does t he Plan provide for Employer Contributions under AA §6, Matchi ng Contributions under AA §68, or QACA Safe Harbor Con tri butions under AA §6C that are subject to vesting? 0 Yes 0 No [Jf "No" is checked, skip to Section 9.] [Note: "Yes" should be checked under this AA §8-1 if the Plan provides for Employer Contributions and/or Matching Contributions that are subject to a vesting schedule, even if such contributions are always 100% vested under AA §8-2. "No" should be checked if the only contributions under the Plan are Salary Deferrals, Safe Harbor Contributions (other than QACA Safe Harbor Contributions), QNECs, QMACs and/or After-Tax Employee Contributions. If the Plan holds Employer Contributions and/or Matching Contributions that are subject to vesting but the Plan no longer provides for such contributions, see Sections 7.04(e) and 7.13(e) of the Plan for default rules for applying the vesting and forfeiture rules to such contributions. ] © Copyright 2014 PPA Restalemenl - Prototype DC-BPD #03 Page35 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 8 -Vesting and Forfeitures 8-2 VESTING SCHEDULE. The vesting schedule under the Plan is as follows for both Employer Contributions and Matching Contributions, to the extent authorized under AA §6 and AA §6B. See Section 7.02 of the Plan for a description of the various vesting schedules under this AA §8-2. [Note: Any Prevailing Wage Contributions under AA §6-2(d), any Safe Harbor Contributions under AA §6C and any QN ECs or QMACs under AA §6D are always 100% vested, regardless of any contrary selections in this AA §8-2 (unless provided otherwise under AA §6-2(d)(3) for Prevailing Wage Contributions or under this AA §8-2 for any QACA Safe Harbor Contributions).] 0 (a) Vesting schedule for Employer Contributions and Matching Contributions: I ER 0 0 0 0 0 1 Match l o l o lo lo l o I (I) I (2) I (3) I (4) I (5) Full and immediate vesting. 3-year cliff vesting schedule 6-year graded vesting schedule 5-year graded vesting schedule Modified vesting schedule --% after I Year of Service --% after 2 Years of Service % after 3 Years of Service --% after 4 Years of Service % after 5 Years of Service I 00% after 6 Years of Service [Note: If a modified vesting schedule is selected under this subsection (a), the vested percentage for every Year of Service must satisfY the vesting requirements under the 6-year graded vesting schedule, unless 100% vesting occurs after no more than 3 Years of Service.] 0 (b) Special vesting schedule for QACA Safe Harbor Contributions. Unless designated otherwise under this subsection, any QACA Safe Harbor Contributions will be 100% vested. However, if this subsection is checked, the following vesting schedule applies for QACA Safe Harbor Contributions. [Note: This subsection may be checked only if a QACA Safe Harbor Contribution is selected under AA §6C-2. ] Instead of being 100% vested, QACA Safe Harbor Contributions are subject to the following vesting schedule: 0 (i) 0 (ii) 0 (iii) 2-year cliff vesting !-year cliff vesting Graduated vesting % after I Year of Service I 00% after 2 Years of Service Special provisions applicable to vesting schedule:----------------------- [Note: Any special provisions must satisfy the nondiscrimination requirements under Code §401(a}(4) and must satisfY the vesting requirements under Code §411. ] 0 (c) 8-3 VESTING SERVICE. In applying the vesting schedules under this AA §8, all service with the Employer counts for vesting purposes, unless designated otherwise under this AA §8-3. 0 (a) 0 (b) Service before the original Effective Date of this Plan (or a Predecessor Plan) is excluded. Service completed before the Employee's (not to exceed 1 8th) birthday is excluded. [Note: See Section 7.08 of the Plan and AA §4-5 for rules regarding the crediting of service with Predecessor Employers for purposes of vesting under the Plan.] 8-4 VESTING UPON DEATH, DISABILITY OR EARLY RETIREMENT AGE. An Employee's vesti ng percentage increases to I 00% if, while employed with the Employer, the Employee: 0 (a) 0 (b) 0 (c) dies becomes Disabled reaches Early Retirement Age © Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page36 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 8 - Vesting and Forfeitures 0 (d) Not applicable. No increase in vesting applies. 8-5 DEFAULT VESTING RULES. In applying the vesting requirements under this AA §8, the following default rules appl y. [ Note: No election should be made under this AA §8-5 if all contributions are 100% vested. ER and Match columns also apply to any Safe Harbor QACA Contributions to the extent a vesting schedule applies under AA §8-2(b). ] • Year of Service. An Employee earns a Year of Service for vesting purposes upon completing 1,000 Hours of Service during a Vesting Computation Period. Hours of Service are calculated based on actual hours worked during the Vesting Computation Period. (See Section I .71 of the Plan for the definition of Hours of Service.) Vesting Computation Period.The Vesting Computation Period is the Plan Year. Break in Service Rules.The Non vested Participant Break in Service rule and One-Year Break in Service rules do NOT apply. (See Section 7.09 of the Plan.) • • To override the default vesting rules, complete the applicable sections of this AA §8-5. 1fthis AA §8-5 is not completed, the default vesting rules apply. ER 0 Match 0 (a) Year of Service. Instead of 1,000 Hou rs of Service, an Employee earns a Year of Service upon the completion of Hours of Service during a Vesting Computation Period. 0 0 (b) Vesting Computation Period (VCP). Instead of the Plan Year, the Vesting Computation Period is: 0 (I) The 12-month period beginning with the anniversary of the Employee's date of hire and, for subsequent Vesting Computation Periods, the 12-month period beginning with the anniversary of the Employee's date of hire. Describe:--- - ---------------0 (2) [Note: Any Vesting Computation Period described in (2) must be a 12-consecutive month period and must apply uniformly to all Participants. ] (c) Elapsed Time Method. Instead of determining vesting service based on actual Hours of Service, vesting service will be determined under the Elapsed Time Method. If this subsection (c) is checked, service will be measured from the Employee's employment commencement date (or reemployment commencement date, if applicable) wi thout regard to the Vesting Computation Period designated in Section 7.06 of the Plan. (See Section 7.05{b) of the Plan.) 0 0 0 0 (d) Equivalency Method. For purposes of determining an Employee's Hours of Service for vesti ng, the Plan will use the Equivalency Method (as defined in Section 7.03(a)(2) of the Plan). The Equivalency Method will apply to: 0 (I) 0 (2) All Employees. Only to Employees for whom the Employer does not maintain hourly records. For Employees for whom the Employer maintains hourly records, vesting will be determined based on actual hours worked. Hours of Service for vesting will be determined under the following Equivalency Method. 0 (3) 0 (4) 0 (5) 0 (6) Monthly. 190 Hours of Service for each month worked. Weekly. 45 Hours of Service for each week worked. Daily. I 0 Hours of Service for each day worked. Semi-monthly.95 Hours of Service for each semi-monthly period. 0 0 (e) Nonvested Participant Break in Service rule applies. Service earned prior to a Non vested Participant Break in Service will be disregarded in applying the vesting rules. (See Section 7.09(c) of the Plan.) 0 The Non vested Participant Break in Service rule applies to all Employees, including Employees who have not terminated employment. 0 0 (f) One-Year Break in Service rule applies. The One-Year Break in Service rule (as defined in Section 7.09(b) of the Plan) applies to temporarily disregard an Employee's service earned prior to a one-year Break in Service. 0 The One-Year Break in Service rule applies to all Employees, including Employees who have not terminated employment. 0 Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page37 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 8 -Vesting and Forfeitures 0 0 (g) Special rules: ------------------------ [Note: Any special rules under this subsection (g) must satisfy the nondiscrimination requirements of Code §40 I (a){4} and the regulations thereunder.] 8-6 ALLOCATION OF FORFEITURES. The Employer may decide in its discretion how to treat forfeitures under the Plan. Alternatively, the Employer may designate under this AA §8-6 how forfeitures occurring during a Plan Year will be treated. (See Section 7.13 of the Plan.) [Note: ER and Match columns also apply to any Safe Harbor QACA Contributions to the extent a vesting schedule applies under AA §8-2(b). ] ER 0 0 Match 0 0 (a) (b) N/A. All contributions are 100% vested. [Do not complete the rest of this AA §8-6.] Reallocated as additional Employer Contribu tions or as add itional Matching Contributions. Used to reduce Employer and/or Matching Contributions. 0 0 (c) For purposes of subsection (b) or (c), forfeitures will be applied: 0 0 0 0 (d) for the Plan Year in which the forfeiture occurs. (e) for the Plan Year following the Plan Year in which the forfeitures occur. Prior to applying forfeitures under subsection (b) or (c): 0 0 0 0 (f) Forfeitures may be used to pay Plan expenses. (See Section 7.1 3(d) of the Plan.) (g) Forfeitures may not be used to pay Plan expenses. In determining the amount of forfeitures to be allocated under subsection (b), the same allocation conditions apply as for the source for which the forfeiture is being allocated under AA §6-5 or AA §6B-7, unless designated otherwise below. 0 0 0 0 0 0 (h) (i) (j) Forfeitures are not subject to any allocation conditions. Forfeitures are subject to a last day of employment allocation condition. Forfeitures are subject to a Hours of Service minimum service requirement. In determining the treatment of forfeitures under this AA §8-6, the following special rules apply: 0 0 (k) Describe:--------------- - - - ---- [Note: Any language added under this subsection (k) may not result in a discriminatory allocation of forfeitures in violation of the requirements ofCode §40I(a){4). ] 8-7 SPEClAL RULES REGARDING CASH-OUT DISTRIBUTIONS. (a) Additional allocations. If a terminated Participant receives a complete distribution of his/her vested Account Balance while still en titled to an additional allocation, the Cash-Out Distribution forfeiture provisions do not apply until the Participant receives a distribution of the addi tional amounts to be allocated. (See Section 7.12(a)( I) of the Plan.) To modify the default Cash-Out Distribution forfeiture rules, complete this AA §8-7(a). 0 The Cash-Out Distribution forfeiture provisions will appl y if a terminated Participant takes a complete distribution, regardless of any additional allocations during the Plan Year. (b) Timing of forfeitures. A Participant who receives a Cash-Out Distribution (as defined in Section 7.12(a) of the Plan) is treated as having an immediate forfeiture of his/her nonvested Account Balance. To modify the forfeiture timing rules to delay the occurrence of a forfeiture upon a Cash-Out Distribution, complete this AA §8-7(b). 0 A forfeiture will occur upon the completion of fcannot exceed 5/ consecutive Breaks in Service (as defined in Section 7.09(a) of the Plan). 10 Copynght2014 PPA Restatement - Prototype DC-BPD #03 Page38 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 9-Distribution Provisions-Termination of Employment SECTION9 DISTRIBUTION PROVISIONS-TERMINATION OF EMPLOYMENT 9-1 AVAILABLE FORMS OF DISTRIBUTION. Lump sum distribution. A Participant may take a distribution of his/her entire vested Account Balance in a single l u mp sum upon termination of employment. The Plan Administrator may, in its discretion, permit Participants to take distributions of Jess than their entire vested Account Balance provided, if the Plan Administrator permits multiple distributions, all Participants are allowed to take multiple distributions upon termination of employment. In addition, the Plan Administrator may permit a Participant to take partial distributions or installment distributions solel y to the extent necessary to satisfy the required minimum distribution rules under Section 8 of the Plan. Additional distribution options.To provide for additional distribution options, check the applicable distribution forms under this AA §9-1. 0 (a) Installment distributions. A Participant may take a distribution over a specified period not to exceed the life or life expectancy of the Participant (and a designated beneficiary). Annuity distributions.A Participant may elect to have the Plan Administrator use the Participant's vested Account Balance to purchase an annuity as described in Section 8.02 of the Plan. [This annuity distribution option is in addition to any QJSA distribution required under AA §9-2. ] Describe distribution options:-------------- ------ ----------- [Note: Any additional distribution options described in subsection (c) may not be subject to the discretion of the Employer or Plan Administrator.] 0 (b) 0 (c) 9-2 QUALIFIED JOINT AND SURVIVOR ANNUITY RULES. This Plan is not subject to the Qualified Joint and Survivor Annuity rules, except to the extent required under Section 9.01 of the Plan (e.g., if the Plan is a Transferee Plan). Upon termination of employment, a Participant may receive a distribution from the Plan, in accordance with the provisions of AA §9-3, in any form allowed under AA §9-1. (If any portion of this Plan is subject to the Qualified Joint and Survivor Annuity rules, the QJSA and QPSA provisions will automatically apply to such portion of the Plan.) To override this default provision, complete the applicable sections of this AA §9-2. 0 (a) Qualified Joint and Survivor Annuity rules. Check this subsection (a) to apply the Qualified Joint and Survivor Annuity rules to the entire Plan. If this subsection (a) is checked, all distributions from the Plan must satisfy the QJSA requiremen ts under Section 9 of the Plan, with the following modifications: 0 ( I ) 0 (2) No modifications. Modified QJSA benefit. Instead of a 50% survivor benefit, the Spouse's survi vor benefit is: 0 (i) I 00% 0 (ii) 75% 0 (iii)66-2/3% 0 (b) Modified QPSA benefit. Instead of a 50% QPSA benefit, the QPSA benefit is I 00% of the Participant's vested Accou nt Balance. 9-3 TrMING OF DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT. (a) Distribution ofvested Account Balances exceeding $5,000. A Participant who terminates employment with a vested Account Balance exceeding $5,000 may receive a distribution of his/her vested Account Balance in any form permi tted under AA §9-1 within a reasonable period following: 0 ( I ) 0 (2) 0 (3) 0 (4) 0 (5) 0 (6) 0 (7) the date the Participant terminates employment. the last day of the Plan Year during which the Participant terminates employment. the first Valuation Date following the Participant's termination of employment. the completion of __ Breaks in Service. the end of the calendar quarter following the date the Participant terminates employment. attainment of Normal Retirement Age, death or becoming Disabled. Describe: - - - - --------- - - - -----[Note: Any distribution event under this subsection (a) will apply uniformly to all Participants under the Plan and may not be subject totdiscretion of the Employer or Plan
Administrator. See AA §11-7 for special rules that may apply to distributions of Qualifying Employer Securities and/or Qualifying Employer Real Property.] (b) Distribution of vested Account Balances not exceeding $5,000. A Participant who terminates employment with a vested Account Balance that does not exceed $5,000 may receive a lump sum distribution of his/her vested Account Balance with in a reasonable period following: 0 ( I ) the date the Participant terminates employment. Cl Copyright 2014 PPA Restatement-Prototype DC-BPD #03 Page 39 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 9-Distribution Provisions - Termination of Employment 0 (2) 0 (3) 0 (4) 0 (5) the last day of the Plan Year during which the Participant terminates employment. the first Valuation Date following the Participant's termination of employment. the end of the calendar quarter following the date the Participant terminates employment. Describe:------ - ------- - ------ - ------------[Note: Any distribution event under this subsection (b) will apply uniformly to all Participants under the Plan and may not be subject to the discretion of the Employer or Plan Administrator. See AA §J 1-7 for special rules that may apply to distributions of Qualifying Employer Securities and/or Qualifying Employer Real Property. ] 9-4 DISTRIBUTION UPON DISABILITY. Unless designated otherwise under this AA §9-4, a Participant who terminates employment on account of becoming Disabled may receive a distribution of his/her vested Account Balance in the same manner as a regular distribution upon termination. (a) Terminatio n of Disabled Employee. 0 (I) Immediate distribution. Distribution will be made as soon as reasonable following the date the Participant terminates on account of becoming Disabled. Following year. Distribution will be made as soon as reasonable following the last day of the Plan Year during which the Participant terminates on account of becoming Disabled. Describe: ------ --- --- - - - ------- --- ---------[Note: Any distribution event described in subsection (3) will apply uniformly to all Participants under the Plan and may not be subject to the discretion of the Employer or Plan Administrator. ) 0 (2) 0 (3) (b) Definition of Disabled. A Participant is treated as Disabled if such Participant satisfies the conditions in Section 1 .38 of the Plan. To override this default definition, check below to select an alternative definition of Disabled to be used under the Plan. 0 ( I ) 0 (2) The definition of Disabled is the same as defined in the Employer's Disability Insurance Plan. The definition of Disabled is the same as defined under Section 223(d) of the Social Security Act for purposes of determining eligibility for Social Security benefits. Alternative definition of Disabled:--------------------------- [Note: Any alternative definition described above will apply uniformly to all Participants under the Plan. In addition, any alternative definition of Disabled may not discriminate in favor of Highly Compensated Employees.) 0 (3) 9-5 DETERMINATION OF BENEFICIARY. (a) Default beneficiaries. Unless elected otherwise under this subsection (a), the default beneficiaries described under Section 8.08(c) of the Plan are the Participant's surviving Spouse, the Participant's surviving children, and the Participant's estate. 0 If this subsection (a) is checked, the default beneficiaries under Section 8.08(c) of the Plan are modified as follows: (b) One-year marriage rule.For purposes of determining whether an individual is considered the surviving Spouse of the Participant, the determination is based on the marital status as of the date of the Participant's death, unless designated otherwise under this subsection (b). 0 If this subsection (b) is checked, in order to be considered the surviving Spouse, the Participant and surviving Spouse must have been married for the entire one-year period ending on the date of the Participant's death. If the Participant and surviving Spouse are not married for at least one year as of the date of the Participant's death, the Spouse will not be treated as the surviving Spouse for purposes of applying the distribution provisions of the Plan. (See Section 9.04(c)(2) of the Plan.) (c) Divorce of Spouse. Unless elected otherwise under this subsection (c), if a Participant designates his/her Spouse as Beneficiary and subsequent to such Beneficiary designation, the Participant and Spouse are divorced, the designation of the Spouse as Beneficiary under the Plan is automatically rescinded as set
forth under Section 8.08(c)(6) of the Plan. 0 If this subsection (c) is checked, a Beneficiary designation will not be rescinded upon divorce of the Partici pant and Spouse. [Note: Section 8.08(c)(6) of the Plan and this subsection (c) will be subject to the provisions of a Beneficiary designation entered into by the Participant. Thus, if a Beneficiary designation specifically overrides the election under this subsection (c), the provisions of the Beneficiary designation will control. See Section 8.08(c)(6) of the Plan.] © Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page 40 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 9-Distribution Provisions -Termination of Employment 9-6 SPECIAL RULES. (a) Availability of Involuntary Cash-Out Distributions. A Participant who terminates employment with a vested Account Balance of $5,000 or less will receive an Involuntary Cash-Out Distribution, subject to the Automatic Rollover provisions under Section 8.06 of the Plan. Alternatively, an Involuntary Cash-Out Distribution will be made to the following terminated Participants: 0 (I) No Involuntary Cash-Out Distributions. The Plan does not provide for Involuntary Cash-Out Distributions. A terminated Participant must consent to any distribution from the Plan. (See Section 14.03(b) of the Plan for special rules upon Plan termination.) Lower Involuntary Cash-Out Distribution threshold. A terminated Participant will receive an Involuntary Cash-Out Distribution only if the Participant's vested Account Balance is less than or equal to: 0 (i) $1 ,000 0 (ii) $ ( must be less than $5,000 ) 0 (2) (b) Application of Automatic Rollover rules.The Automatic Rollover rules described in Section 8.06 of the Plan do not apply to any Involuntary Cash-Out Distribution below $1,000 (to the extent available under the Plan). To override this default provision, check this subsection (b). 0 The Automatic Rollover provisions under Section 8.06 of the Plan apply to all In voluntary Cash-Out Distributions (including those below $1,000). (c) Treatment of Rollover Contributions. Unless elected otherwise under this subsection (c), Rollover Contributions will be excluded in determining whether a Participant 's vested Account Balance exceeds the Involuntary Cash-Out threshold for purposes of applying the distribution rules under this AA §9 and Section 8.04(a) of the Plan. To include Rollover Contributions for purposes of applying the Plan 's distribution rules, check below. 0In determining whether a Participant's vested Account Balance exceeds the In voluntary Cash-Out threshold, Rollover Contributions will be included. [Note: This subsection (c) should be checked if a lower Involuntary Cash-Out Distribution is selected in subsection (a)(2) above in order to avoid the Automatic Rollover provisions described in Section 8.06 of the Plan. Failure to check this subsection (c) could cause the Plan to be subject to the Automatic Rollover provisions if a Participant receives a distribution allributable to Rollover Contributions that exceeds $1,000. ] (d) Distribution upon attainment of stated age. The Participant consent requirements under Section 8.04 of the Plan apply for distributions occurring prior to attainment of the Participant's Required Beginning Date. To allow for involuntary distribution upon attainment of Normal Retirement Age (or age 62, iflater), check below. 0 Subject to the spousal consent requirements under Section 9.04 of the Plan, a distribution from the Plan may be made to a terminated Participant without the Participant's consent, regardless of the value of such Participant's vested Account Balance, upon attainment of Normal Retirement Age (or age 62, if later). (e) In-kind distributions. Section 8.02(b) of the Plan allows the Plan Administrator to authorize an in-kind distribution of property, including Employer Securities, to the extent the Plan holds such property. To modifY this default rule, check below. 0 A Participant may not receive an in-kind distribution in the form of property or securities, even if the Plan holds such property on behalf of any Participant. SECTION 10 IN-SERVICE DISTRIBUTIONS AND REQUIRED MINIMUM DISTRIBUTIONS I0-I AVAILABILITY OF IN-SERVICE DISTRIBUTIONS. A Participant may withdraw all or any portion of his/her vested Account Balance, to the extent designated, upon the occurrence of any of the event(s) selected under this AA §10-1. If more than one option is selected for a particular contribution source under this AA §I 0-1, a Participant may take an in-service distribution upon the occurrence of any of the selected
events, unless designated otherwise under this AA §I 0-1 . Deferral 0 0 0 Match 0 0 0 ER 0 0 0 (a) (b) No in-service distribu tions are permi tted. Attainment of age 59Y2. (c) Attainment of age_. OCopyright 2014 PPA Restatement - Prototype DC-BPD #()3 Page 41 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 10-In-Service Distribution Provisions and Required Minimum Distributions 0 D D (d) A Hardship that satisfies the safe harbor rules under Section 8.10(e)( l ) ofthe Plan. [Note: Not applicable to QNECs, QMACs, or Safe Harbor Contributions.] A non-safe harbor Hardship described in Section 8.1O(e)(2) of the Plan. [Note: Not applicable to QNECs, QMACs, or Safe Harbor Contributions.] Attainment of Normal Retirement Age. Attainment of Early Retirement Age. D D N/A (e) D D N/A D D D D D D (f) (g) (h) The Participant has participated in the Plan for at least _ (cannot be less than 60) months. N/A D D (i) The amounts being withdrawn have been held in the Trust for at least two years. D D D U) Upon a Participant becoming Disabled (as defined in AA §9-4(b)). 0 NA NA (k) As a Qualified Reservist Distribution as defined under Section 8.10(d) of the Plan. D D D (I) Describe:---- ----[Note: Any distribution event described in this AA §10-1 may not discriminate in favor of Highly Compensated Employees. No in- service distribution of Salary Deferrals is permitted prior to age 59V>, except for Hardship, Disability or as a Qualified Reservist Distribution. If Normal Retirement Age or Early Retirement Age is earlier than age 59V>, such age is deemed to be age 59V,for purposes of determining eligibility to distribute Salary Deferrals (if subsection (/) or (g) is checked under the Deferral column). If this Plan has accepted a transfer of assets from a pension plan (e.g., a Money Purchase Plan), no in-service distribution from amounts attributable to such transferred assets is permitted prior to age 62, except for Disability. See AA §11-7 for special rules that may apply to distributions of Qualifying Employer Securities and/or Qualifying Employer Real Property.] I 0-2 APPLICATION TO OTHER CONTRIBUTION SOURCES. If the Plan allows for Rollover Contributions under AA §C-2 or After-Tax Employee Cont ributions under AA §6D, unless elected otherwise under this AA § I 0-2, a Participant may take an in- service distribution from his/her Rollover Account and After-Tax Employee Contribution Account at any time. If the Plan provides for Safe Harbor Contributions under AA §6C, unless elected otherwise under this AA § I 0-2, a Participant may take an in-service distribution from his/her Safe Harbor Contribution Account at the same time as elected for Salary Deferrals under AA §10-1. Alternatively, if this AA §I 0-2 is completed, the following in-service distribution provisions apply for Rollover Contributions, After-Tax Employee Contributions, and/or Safe Harbor Contributions: Rollover After-Tax SH D D D D D D D D D D D (a) (b) No in-service distributions are permitted. Attainment of age 591' 2. (c) (d) Attainment of age _. A Hardship that satisfies the safe harbor rules under Section 8.10(e)(l) of the Plan. A non-safe harbor Hardship described in Section 8.10(e)(2) of the Plan. N/A D D N/A (e) D D D D D D D D D D D D (f) (g) (h) Attainment ofNormal Retirement Age. Attainment of Early Retirement Age. Upon a Participant becoming Disabled (as defined in AA §9-4). (i) Descri be: ©Copyright 2014 PPA Restatement - Prorotype DC-BPD #(}3 Page 42 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 10-In-Service Distribution Provisions and Required Minimum Distributions [Note: Any distribution event described in this AA §10-2 may not discriminate in favor of Highly Compensated Employees. No in- service distribution of Safe Harbor!QACA Safe Harbor Contributions is permitted prior to age 59V;, except upon Participant 's Disability. ] I 0-3 SPECIAL DISTRIBUTION RULES. No special distribution rules appl y, unless specifically provided under this AA § I 0-3. 0 (a) In-service distributions will only be permitted if the Participant is 100% vested in the source from which the withdrawal is taken. A Participant may take no more than in-service distribution(s) in a Plan Year. 0 (b) 0 (c) 0 (d) 0 (e) A Participant may not take an in-service distribution of less than$ . A Participant may not take an in-service distribution of more than$ . Unless elected otherwise under this subsection (e), the hardship distribution provisions of the Plan are not expanded to cover primary beneficiaries as set forth in Section 8.10(e)(5) of the Plan. If this subsection (e) is checked, the hardship provisions of the Plan will apply with respect to individuals named as primary beneficiaries under the Plan. In determining whether a Participant has an immediate and heavy financial need for purposes of applying the non-safe harbor Hardship provisions under Section 8.I O(e)(2) of the Plan, the following modifications are made to the permissible events listed under Section 8.10(e)( J )(i) ofthe Plan:------- --- - - -------[Note: This subsection (/) may only be used to the extent a non-safe harbor Hardship distribution is authorized under AA §10-1 or AA §10-2.] Other distribution rules:--- --------------------------- - - [ Note: Any other distribution rules described in subsection (g) may not discriminate in favor of Highly Compensated Employees. This subsection (g) may be used to apply the limitations under this AA §10-3 only to specific in-service distribution options (e.g., hardship distributions). ] 0 (f) 0 (g) 10-4 REQUIRED MINIMUM DISTRIBUTIONS. (a) Required Beginning Date - non-5% owners. In appl ying the required minimum distribution rules under Section 8.I 2 of the Plan, the Required Beginning Date for non-5% owners is the later of attainment of age 70Yl or termination of employment. To override this default provision, check this subsection (a). 0 The Required Begin n ing Date for a non-5% owner is the date the Employee attains age 70Yl, even if the Employee is still employed with the Employer. (b) Required distributions after death. If a Participant dies before distributions begin and there is a Designated Beneficiary, the Participant or Beneficiary may elect on an individual basis whether the 5-year rule (as described in Section 8.12(t)( l ) of the Plan) or the life expectancy method described under Sections 8.12(b) and (d) of the Plan apply. See Section 8.12(t)(2) of the Plan for rules regarding the timing of an election authorized under this AA § I 0-4. Alternatively, if selected under this subsection (b), any death distributions to a Designated Beneficiary will be made only under the 5-year rule. 0 The 5-year rule under Section 8.12(t)( I ) of the Plan applies (instead of the life expectancy method). Thus, the entire death benefit must be distributed by the end of the fifth year following the year of the Participant's death. Death distributions to a Designated Beneficiary may not be made under the life expectancy method. (c) Waiver of Required Minimum Distribution for 2009. For purposes of applying the Required Minimu m Distribution rules for the 2009 Distribution Calendar Year, as described in Section 8.12(t)(4) of the Plan, a Participant (including an Alternate Payee or beneficiary of a deceased Participant) who is eligible to receive a Required Minimum Distribution for the 2009 Distribution Calendar Year may el ect whether or not to receive the 2009 Required Minimum Distribution (or any portion
of such distribution). If a Participant does not specifically elect to leave the 2009 Required Minimum Distribution in the Plan, such distribution will be made for the 2009 Distribu tion Calendar Year as set forth in Section 8.1 2 of the Plan. 0 (I) No Required Minimum Distribution for 2009.If this box is checked, 2009 Required Minimum Distributions will not be made to Participants who are otherwise required to receive a Required Minimum Distribution for the 2009 Distribution Calendar Year under Section 8.1 2 of the Plan, unless the Participant elects to receive such distribution. Describe any special rules applicable to 2009 Required Minimum Distributions:--------0 (2) © Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page 43 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 11-Miscellaneous Provisions SECTION 11 MISCELLANEOUS PROVISIONS I l-l PLA N VALUATION.The Plan is valued annually, as of the last day of the Plan Year. 0 (a) Additional valuation dates. In addition, the Plan will be valued on the following dates: Deferral 0 Match 0 ER 0 ( I ) Daily.The Plan is valued at the end of each business day during which the New York Stock Exchange is open. Monthly. The Plan is valued at the end of each month of the Plan Year. Quarterly.The Plan is valued at the end of each Plan Year quarter. D D D (2) D D D (3) D D D (4) Describe: [Note: The Employer may elect operationally to perform interim valuations. provided such valuations do not result in discrimination in favor of Highly Compensated Employees.] D (b) Special rules.The following special rules apply in determining the amount of income or loss allocated to Participants' Accounts: [Note: This subsection may be used to describe special rules for different investment options, such as Qualifying Employer Securities and Qualifying Employer Real Property or other specific investment options. Any special rules may not violate the nondiscrimination rules under Code §401(a)(4).] 11 -2 DEFINITION OF HIGHLY COMPENSATED EMPLOYEE. In determining which Employees are Highly Compensated (as defined in Section 1 .69 of the Plan), the Top-Paid Group Test does not appl y, unless designated otherwise under this AA §11-2. D (a) D (b) The Top-Paid Group Test applies. The Calendar Year Election applies. [This subsection may be chosen only if the Plan Year is not the calendar year. If this subsection is not selected, the determination of Highly Compensated Employees is based on the Plan Year. See Section 1.69(d) of the Plan.] 11-3 SPECIAL RULES FOR APPLYING THE CODE §415 LIMITATION.The provisions under Section 5.03 of the Plan apply for purposes of determining the Code §415 Limitation. Complete thi s AA §11-3 to override the default provisions that apply in determining the Code §415 Limitation under Section 5.03 of the Plan. D (a) Limitation Year. Instead ofthe Plan Year, the Limitation Year is the 12-month period ending . [Note: If the Plan has a short Plan Year for the first year of establishment, the Limitation Year is deemed to be the 12-month period ending on the last day of the short Plan Year.] Imputed compensation. For purposes of applying the Code §415 Limitation, Total Compensation includes imputed compensation for a Nonhighly Compensated Participant who terminates employment on account of becoming Disabled. (See Section 5.03(c)(7)(iii) of the Plan.) Special rules: ----------------------- ----- ------- [Note: Any special rules under this subsection (c) must be consistent with the requirements of Code §415 and the regulations thereunder and must comply with the nondiscrimination requirements under Code §40I (a)(4).] D (b) D (c) 11-4 SPECIAL RULES FOR TOP-HEAVY PLANS. No special rules apply with respect to Top-Heavy Plans, unless designated otherwise under this AA §11-4. D (a) Top Heavy contribution. If this subsection (a) is checked, any Top Heavy minimum contribution required under Section 4 of the Plan will be allocated to all Participants, including Key Employees. [If this subsection (a) is not checked, any Top Heavy minimum contribution will be allocated only to Non-Key Employees.] Vesting rules applicable to Top Hea vy Plans. Generally, if a Top Heavy minimum contribution is made for a Plan Year, such contribution will be subject to the vesting schedule selected in AA §8-2 applicable to Employer Contributions. If no Employer Contributions are made to the Plan, any Top Heavy minimum contribution will be subject to a 6-year graded vesting schedule. D (b) © Copyright2014 PPA Restatement - Prototype DC-BPD #03 Page 44 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 11-Miscellaneous Provisions Alternatively, if elected under this subsection (b), the following vesting schedule will apply to any Top Heavy minimum contributions under the Plan. (See Section 4.04(h) of the Plan.) 0 (I) 0 (2) Full and immediate vesting. 3-year cliff vesting schedule 0 (3) Describe:--- - - - - ---------------- - - - - [Note: Any vesting schedule under subsection (3) must be a permissible vesting schedule, as described in Section 7.02 of the Plan.] 11-5 SPECIAL RULES FOR MORE THAN ONE PLAN. (a) Top Heavy minimum contribution-Defined Contribution Plan. If the Employer maintains this Plan and one or more Defined Contribution Plans, any Top Heavy minimum contribution will be provided under this Plan, provided the Top Heavy minimum contribution is not otherwise provided under the other Defined Contribution Plans. (See Section 4.04(f)(l) of the Plan.) To provide the Top Heavy minimum contribution under another Defined Contribution Plan, complete this subsection (a). 0 (I) The Top Heavy minimum contribution will be provided in the following Defined Contribution Plan maintained by the Employer:----------------------- -------- ---Describe the Top Heavy minimum contribution that will be provided under the other Defined Contribution Plan: 0 (2) 0 (3) Describe Employees who will receive the Top Heavy minimum contribution under the other Defined Contribution Plan: _ (b) Top Heavy minimum contribution-Defined Benefit Plan. If the Employer maintains this Plan and one or more Defined Benefit Plans, any Top Heavy minimum contribution will be provided under this Plan, provided the Top Heavy minimum benefit is not otherwise provided under the other Defined Benefit Plans. If the Top Heavy minimum contribution is provided under this Plan, the minimum required contribution is increased from 3% to 5% of Total Compensation for the Plan Year. (See Section 4.04(f)(2) of the Plan.) To provide the Top Heavy minimum benefit under a Defined Benefit Plan, complete this subsection (b). 0 (I) The Top Heavy minimum benefit will be provided in the following Defined Benefit Plan maintained by the Employer:-----------------------------------Describe the Top Heavy minimum benefit that will be provided under the Defined Benefit Plan: 0 (2) 0 (3) Describe Employees who will receive Top Heavy minimum benefit under the Defined Benefit Plan: 11-6 FAIL-SAFE COVERAGE PROVISION. If the Plan fails the minimum coverage test under Code §410(b) due to the application of an allocation condition under AA §6-5 or AA §6B-7, the Employer must amend the Plan in accordance with the provisions of Section 14.02(a) of the Plan to correct the coverage violation. Alternatively, the Employer may elect under this AA § 11-6 to apply a Fail-Safe Coverage Provision that will allow the Plan to automatically correct the minimum coverage violation. 0 The Fail-Safe Coverage Provision (as described under Section 14.02(b)( l ) of the Plan) applies. [Note: If the Fail-Safe Coverage Provision applies, the Plan may not perform the average benefit test to demonstrate compliance with the coverage requirements under Code §410(b), except as provided in Section 14.02 of the Plan.] 11-7 QUALIFYfNG EMPLOYER SECURITIES AND QUALIFYING REAL PROPERTY. See Section 10.06(c) for the limits that apply with respect to investments in QualifYing Employer Securities and QualifYing Real Property. The following special rules apply regarding the purchase of Qualifying Employer Securities and QualifYing Real Property: 0 (a) Investment in QualifYing Employer Securities and/or QualifYing Employer Real Property may only be made from the following Accounts:----------------------------------The following distribution restrictions apply to QualifYing Employer Securities and/or QualifYing Employer Real Property held by a Participant under the Plan: -------------------------The following special rules apply with respect to the investment in Qualifying Employer Securities
and/or Qualifying Employer Real Property:-- - ------- ---------------------0 (b) 0 (c) «:> Copyright 2014 PPA Restatement - Prototype DC-BPD 1103 Page 45 


 




     


     


    

 


		PS/401(k) Prototype Plan Section 11-Miscellaneous Provisions [Note: Any provisions entered under this AA §1 1-7, must satisfy the nondiscrimination requirements under Code §401(a)(4) and the regulations thereunder.) 11-8 ERISA SPENDING ACCOUNTS. Section 11 .05(d) ofthe Plan authorizes the Em ployer to establish an ERJSA Spending Account to hold certain miscellaneous amounts that are remitted to the Plan. D If the Employer maintains an ERJSA Spending Account, the following special rules apply:----- ------11-9 HEART ACT PROVISIONS--BENEFIT ACCRUALS. The benefit accrual provisions under Section 15.06 of the Plan do not apply. To apply the benefit accrual provisions under Section 15.06, check the box below. D Eligibility for Plan benefits. Check this box if the Plan will provide the benefits described in Section 15.06 ofthe Plan. If this box is checked, an individual who dies or becomes disabled in qualified military service will be treated as reemployed for purposes of determining entitlement to benefits under the Plan. 11-10 PROTECTED BENEFITS. There are no protected benefits (as defined in Code §4II (d)(6)) other than those described in the Plan. To designate protected benefits other than those described in the Plan, complete this AA §II-I 0. D (a) Additional protected benefits. In addition to the protected benefits described in this Plan, certain other protected benefits are protected from a prior plan document. See the Addendum attached to this Adoption Agreement for a description of such protected benefits. Money Purchase Plan assets.This Plan contains assets that were held under a Money Purchase Plan (e.g., Money Purchase Plan assets were transferred to this Plan by merger, trust-to-trust transfer or conversion). See the Addendum attached to this Adoption Agreement for a description of any special provisions that apply with respect to the transferred assets. See Section 14.05(c) of the Plan for rules regarding the treat ment of transferred assets. Elimination of distribution options. Effective_, the distribution options described in subsection ( I ) below are eliminated. D (b) D (c) D (I ) 0 (2) Describe eliminated distribution options:-----------------------Application to existing Account Balances. The elimination of the distribution options described in subsection ( I ) applies to: D (i) D (ii) All benefits under the Plan, including existing Account Balances. Only benefits accrued after the effective date of the elimination (as described in subsection (c) above). [Note: The elimination of distribution options must not violate the "anti-cut back" requirements of Code §411(d)(6) and the regulations thereunder. See Section 14.01(d) of the Plan. ] II-II SPECIAL RULES FOR MULTIPLE EMPLOYER PLANS. If the Plan is a Multiple Employer Plan (as designated under AA §2-6), the rules applicable to Multiple Employer Plans under Section 16.07 of the Plan apply. D The following special rules apply with respect to Multiple Employer Plans: --------------- - [Note: Any special rules must satisfy the nondiscrimination requirements under Code §401(a)(4) and must satisfy the rules applicable to Multiple Employer Plans under Code §413(c).} 11-12 CLAIMS PROCEDURES. Section 11.07 of the Plan provides procedures for Participants to file a claim for benefits. Un less designated otherwise under this AA §11-12, the claims procedures under Section 11.07 of the Plan apply. D The following special rules apply with respect to claims procedures under Section 11 .07 of the Plan: [Note: Any special rules must satisfy the requirements under ERISA Reg. §2560.503-1 and any other applicable guidance.} © Copyright 20/4 PPA Restotement - Prototype DC-BPD #03 Page 46 


 




     


     


    

 


		PS/401(k) Prototype Plan Appendix A-SpecialEffective Dates APPENDIX A SPECIAL EFFECTIVE DATES 0 A-1 Eligible Employees.The definition of Eligible Employee under AA §3 is effective as follows: 0 A-2 Minimum age and service conditions.The minimum age and service conditions and Entry Date provisions specified in AA §4 are effective as follows: 0 A-3 Compensation definitions.The compensation definitions under AA §5 are effective as follows: 0 A-4 Employer Contributions.The Employer Contribution provisions under AA §6 are effective as follows: 0 A-5 Salary Deferrals.The provisions regarding Salary Deferrals under AA §6A are effective as follows: 0 A-6 Matching Contributions. The Matching Contri bution provisions under AA §68 are effective as follows: 0 A-7 Safe Harbor 401(k) Plan provisions. The Safe Harbor 401(k) Plan provisions under AA §6C are effective as follows: 0 A-8 Special Contributions.The Special Contri bution provisions under AA §6D are effective as follows: 0 A-9 Retirement ages. The retirement age provisions under AA §7 are effective as follows: 0 A-10 Vesting and forfeiture rules. The rules regarding vesting and forfeitures under AA §8 are effective as follows: 0 A-ll Distribution provisions. The distribution provisions under AA §9 are effective as follows: 0 A-12 In-service distributions and Required Minimum Distributions. The provisions regarding in-service distribution and Required Minimum Distributions under AA §10 are effective as follows: 0 A-13 Miscellaneous provisions.The provisions under AA § II are effective as follows: 0 A-14 Special effective date provisions for merged plans. I f any qualified retirement plans have been merged into this Plan, the provisions of Section 14.04 of the Plan apply, as follows: 0 A-15 Other special effective dates: © Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page A - 1 


 




     


     


    

 


		PS/401(k) Prototype Plan Appendix B - Loan Policy APPENDlXB LOAN POLICY Use this Appendix B to identify elections dealing with the administration of Participant loans. These elections may be changed without amending this Agreement by substituting an updated Appendix B with new elections. Any modifications to this Appendix B or any modifications to a separate loan policy describing the loan provisions selected under the Plan will not affect an Employer's reliance on the IRS Favorable Letter. B-1 Are PARTICIPANT LOANS pennitted? (See Section 1 3 ofthe Plan.) 0 (a) 0 (b) Yes No B-2 LOAN PROCEDURES. 0 (a) Loans will be provided under the default loan procedures set forth in Section 13 of the Plan, unless modified under this Appendix B. Loans will be provided under a separate written loan policy. [Ifthis subsection (b) is checked, do not complete the rest of this Appendix B. ] 0 (b) B-3 AVAILABILITY OF LOANS. Participant loans are available to all Participants and Beneficiaries who are parties in interest. Participant loans are not available to a fonner Employee or Beneficiary (including an Alternate Payee under a QDRO) except in those limited situations where the former Employee or Beneficiary is also considered to be a "party in interest" as defined in ERISA §3(14). To override this default provision, complete this AA §B-3. 0 (a) A fonner Employee or Beneficiary (including an Alternate Payee) who has a vested Account Balance may request a loan from the Plan. A "limited participant" as defined in Section 3.07 of the Plan may not request a loan from the Plan. An officer or director of the Employer, as defined for purposes of the Sarbanes-Oxley Act, may not request a loan from the Plan. 0 (b) 0 (c) B-4 LOAN LIMITS.The default loan policy under Section 13.03 of the Plan allows Participants to take a loan provided all outstanding loans do not exceed 50% of the Participant's vested Account Balance. To override the default loan policy to allow loans up to $10,000, even if greater than 50% of the Participant's vested Account Balance, check this AA §B-4. 0 A Participant may take a loan equal to the greater of $1 0,000 or 50% of the Participant's vested Account Balance. [If this AA §B-4 is checked, the Participant may be required to provide adequate security as required under Section 13.06 of the Plan.] B-5 NUMBER OF LOANS. The default loan policy under Section 13.04 of the Plan restricts Participants to one loan outstanding at any time. To override the default loan policy and pennit Participants to have more than one loan outstanding at any time, complete (a) or (b) below. 0 (a) 0 (b) A Participant may have _2_loans outstanding at any time. There are no restrictions on the number of loans a Participant may have outstanding at any time. B-6 LOAN AMOUNT. The default loan policy under Section 13.04 of the Plan provides that a Participant may not receive a loan of less than $1,000. To modify the minimum loan amount or to add a maximum loan amount, complete this AA §B-6. 0 (a) 0 (b) 0 (c) There is no minimum loan amount. The minimum loan amount is $ . The maximum loan amount is$ _ B-7 INTEREST RATE. The default loan policy under Section 13.05 of the Plan provides for an interest rate commensurate with the interest rates charged by local commercial banks for similar loans. To override the default loan policy and provide a specific interest rate to be charged on Partici pant loans, complete this AA §B-7. 0 (a) The prime interest rate 0 plus_I _ percentage point(s). 0 (b) Describe:------- - -------------------------[Note: Any interest rate described in this AA §B-7 must be reasonable and must apply uniformly to all Participants.] 0Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page B -1 


 




     


     


    

 


		PS/401(k) Prototype Plan Appendix B - Loan Polley PURPOSE OF LOAN.The default loan policy under Section 13.02 of the Plan provides that a Participant may receive a Participant loan for any purpose. To modify the default loan policy to restrict the availability of Participant loans to hardship events, check this AA §B-8. 0 (a) A Participant may only receive a Participant loan upon the demonstration of a hardship event, as described in Section 8.10(e)(l)(i) of the Plan. 0 (b) A Participant may only receive a Participant loan under the following circumstances:------------8-8 APPLICATION OF LOAN LIMITS. If Participant loans are not available from all contribution sources, the limitations under Code §72(p) and the adequate security requirements of the Department of Labor regulations will be applied by taking into account the Participant's entire Account Balance. To override this provision, complete this AA §8-9. B-9 0 The loan limits and adequate security requirements will be applied by taking into account only those contribution Accounts which are available for Participant loans. 8-10 CURE PERIOD. The Plan provides that a Participant incurs a loan default if a Participant does not repay a missed payment by the end of the calendar quarter following the calendar quarter in which the missed payment was due. To override this default provision to apply a shorter cure period, complete this AA §B-10. 0 The cure period for determining when a Participant loan is treated as in default will be days (cannot exceed 90) following the end of the month in which the loan payment is missed. 8-11 PERIODIC REPAYMENT-PRINCIPAL RESIDENCE. If a Participant loan is for the purchase of a Participant's primary residence, the loan repayment period for the purchase of a principal residence may not exceed ten ( I 0) years. 0 (a) 0 (b) 0 (c) The Plan does not permit loan payments to exceed five (5) years, even for the purchase of a principal residence. The loan repayment period for the purchase of a principal residence may not exceed years (may not exceed 30). Loans for the purchase of a Participant's primary residence may be payable over any reasonable period commensurate with the period permitted by commercial lenders for similar loans. TERMINATION OF EMPLOYMENT. Section 13.11 of the Plan provides that a Participant loan becomes due and payable in full upon the Participant's termination of employment. To override this default provision, complete this AA §8-12. 8-12 0 A Participant loan will not become due and payable in full upon the Participant's termination of employment. 8-13 DIRECT ROLLOVER OF A LOAN NOTE. Section 13.11(b) ofthe Plan provides that upon termination of employment a Participant may request the Direct Rollover of a loan note. To override this default provision, complete this AA §8-13. 0 A Participant may not request the Direct Rollover of the loan note upon termination of employment. LOAN RENEGOTIATION. The default loan policy provides that a Participant may renegotiate a loan, provided the renegotiated loan separately satisfies the reasonable interest rate requirement, the adequate security requirement, the periodic repayment requirement and the loan limitations under the Plan. The Employer may restrict the availability of renegotiations to prescribed purposes provided the ability to renegotiate a Participant loan is available on a non-discriminatory basis. To override the default loan policy and restrict the ability of a Participant to renegotiate a loan, complete this AA §8-14. 8-14 0 (a) 0 (b) A Participant may not renegotiate the terms of a loan. The following special provisions apply with respect to renegotiated loans: --------------- - 8-15 SOURCE OF LOAN. Participant loans may be made from all available contribution sources, to the extent vested, unless designated otherwise under this AA §8-15. 0 Participant loans will not be available from the following contribution sources:----- - - ------ - 8-16 MODIFICATIONS
TO DEFAULT LOAN PROVISIONS. 0 The following special rules will apply with respect to Participant loans under the Plan: ----------- - [Note: Any provision under this AA §B-16 must satisfy the requirements under Code §72(p) and the regulations thereunder and will control over any inconsistent provisions of the Plan dealing with the administration of Participant loans. ] CJ Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page R-2 


 




     


     


    

 


		PS/401(k) Prototype Plan Appendix C -Administrative Elections APPENDIXC ADMINISTRATIVE ELECTIONS Use this Appendix C to identify certain elections dealing with the administration of the Plan. These elections may be changed without amending this Agreement by substituting an updated Appendix C with new elections. The provisions selected under this Appendix C do not create qualification issues and any changes to the provisions under this Appendix C will not affect/he Employer's reliance on the IRS Favorable Leiter. C-1 DIRECTION OF INVESTMENTS. Are Participants permitted to direct investments? (See Section 10.07 of the Plan.) 0 0 No Yes 0 (a) 0 (b) Specify Accounts: A II'-'A-"c,c o:.!!u'-"nt>.>!s Check this selection if the Plan is intended to comply with ERISA §404(c). (See Section 10.07(e) of the Plan.) Describe any special rules that apply for purposes of direction of investments: -----------[Note: This subsection (c) may be used to describe special investment provisions for specific types of investments, such as Qualifying Employer Securities or Qualifying Real Property, or for specific Accounts, such as the Rollover Contribution Account. Any provisions added under subsection (c) will be subject to the nondiscrimination requirements under Code §401(a)(4).) 0 (c) C-2 ROLLOVER CONTRIBUTIONS. Does the Plan accept Rollover Contributions? (See Section 3.07 of the Plan.) 0 0 No Yes 0 (a) lfthis subsection (a) is checked, an Employee may not make a Rollover Contribution to the Plan prior to becoming a Participant in the Plan. (See Section 3.07 of the Plan.) Check this subsection (b) if the Plan will not accept Rollover Contri butions from former Employees. Describe any special rules for accepting Rollover Contributions: ----------------0 (b) 0 (c) [Note: The Employer may designate in subsection (c) or in separate wrillen procedures the extent to which it will accept rollovers from designated plan types. For example, the Employer may decide not to accept rollovers from certain designated plans (e.g., 403(b) plans, §457 plans or IRAs). Any special rollover procedures will apply uniformly to all Participants under the Plan.] C-3 LIFE INSURANCE. Are life insurance investments permitted? (See Section 10.08 of the Plan.) 0 (a) 0 (b) No Yes C-4 QDRO PROCEDURES. Do the default QDRO procedures under Section 11 .06 of the Plan apply? 0 (a) 0 (b) No Yes 0 The provisions of Section I I .06 are modified as follows: - - - - --- -------©Copyright 2014 PPA Restatement - Prototype DC-BPD li()3 Page C -1 


 




     


     


    

 


		L PS/401(k) Prototype Plan Employer Signature Page EMPLOYER SIGNATURE PAGE PURPOSE OF EXECUTION.This Signature Page is being executed for William Penn Bank, 40I (k) Retirement Savings Plan to effect: D (a) The adoption of a new plan, effective_ [insert Effective Date of Plan]. [Note: Date can be no earlier than the first day of the Plan Year in which the Plan is adopted.] The restatement of an existing plan, in order to comply with the requirements of PPA, pursuant to Rev. Proc. 201 I -49. 0 (b) (I) Effective date of restatement: 1-1-2016 . [Note: Date can be no earlier than January 1, 2007. Section 14.01(f)(2) of Plan provides for retroactive effective dates for all PPA provisions. Thus, a current effective date may be used under this subsection (1) without jeopardizing reliance. ] Name ofplan(s) being restated: William Penn Bank. 40l(k) Retirement Savings Plan (2) (3) The original effective date of the plan(s) being restated: ""8-"'l.L-91""'"9'-'-7L9 D (c) An amendment or restatement of the Plan (other than to comply with PPA). If this Plan is being amended, a snap-on amendment may be used to designate the modifications to the Plan or the updated pages of the Adoption Agreement may be substituted for the original pages in the Adoption Agreement. All prior Employer Signature Pages should be retained as part of this Adoption Agreement. (I) (2) (3) (4) Effective Date(s) of amendment/restatement:-------------------------Name of plan being amended/restated:----------------------------The original effective date of the plan being amended/restated:-------------------If Plan is being amended, identify the Adoption Agreement section(s) being amended: -----------PROTOTYPE SPONSOR INFORMATION. The Prototype Sponsor (or authorized representative) will inform the Employer of any amendments made to the Plan and will notify the Employer if it discontinues or abandons the Plan. To be eligible to receive such notification, the Employer agrees to notify the Prototype Sponsor (or authorized representative) of any change in address. The Employer may direct inquiries regarding the Plan or the effect of the Favorable IRS Letter to the Prototype Sponsor (or authorized representative) at the following location: Name of Prototype Sponsor (or authorized representative): _,Th""""e_,G"-'wvn="-'e..,d..,d'-'C"'o""m"'-'l'p,.an...,y. Address: II00 Sumnevtown Pike Lansdale. PA 19446 Telephonenumber: 2 15 - 85 5 - 16 3 0 ------------------------------- IMPORTANT INFORMATION ABOUT THIS PROTOTYPE PLAN.A failure to properly complete the elections in this Adoption Agreement or to operate the Plan in accordance with applicable law may result in disqualification of the Plan. The Employer may rely on the Favorable IRS Letter issued by the National Office of the Internal Revenue Service to the Prototype Sponsor as evidence that the Plan is qualified under Code §40 I (a), to the extent provided in Rev. Proc. 2011-49. The Employer may not rely on the Favorable IRS Letter in certain circumstances or with respect to certain qualification requirements, which are specified in the Favorable IRS Letter issued with respect to the Plan and in Rev. Proc. 2011-49. In order to obtain reliance in such circumstances or with respect to such qualification requirements, the Employer must apply to the office of Employee Plans Determinations of the Internal Revenue Service for a determination letter. See Section 1.66 of the Plan. By executing this Adoption Agreement, the Employer intends to adopt the provisions as set forth in this Adoption Agreement and the related Plan document. By signing this Adoption Agreement, the individual below represents that he/she has the authority to execute this Plan document on behalf of the Employer. This Adoption Agreement may only be used in conjunction with Basic Plan Document #03. The Employer understands that the Prototype Sponsor has no responsibility or liability regarding
the suitability of the Plan for the Employer's needs or the options elected under this Adoption Agreement. It is recommended that the Employer consult with legal counsel before executing this Adoption Agreement. William Penn Bank (Name of Employer) Terrv L. Sager President (Title) (Signature) (Date) 0 Copyright 2014 PPA Restatement - Prototype DC-BPD #03 Page ER -I 


 




     


     


    

 


		PS/401(k) Prototype Plan Trustee Declaration TRUSTEE DECLARATJON This Trustee Declaration may be used to identify the Trustees under the Plan. A separate Trustee Declaration may be used to identify different Trustees with different Trustee investment powers. Effecti ve date of Trustee Declaration: _,_l_,lc-.2. ::0""1',_,6'----------------------------The Tr ustee's investment powers are: 0 (a) Discretionary. The Trustee has discretion to invest Plan assets, unless specifically directed otherwise by the Plan Administrator, the Employer, an Investment Manager or other Named Fiduciary or, to the extent authorized under the Plan, a Plan Participant. Nondiscretionary. The Trustee may only invest Plan assets as directed by the Plan Administrator, the Employer, an Investment Manager or other Named Fiduciary or, to the extent authorized under the Plan, a Plan Participant. Fully funded.There is no Trustee under the Plan because the Plan is funded exclusively with custodial accounts, annuity contracts and/or insurance contracts. (See Section 12.16 of the Plan.) Determined under a separa te trust agreement. The Trustee's investment powers are determined under a separate trust document which replaces (or is adopted in conjunction with) the trust provisions under the Plan. NameofTrustee: 0 (b) 0 (c) 0 (d) Title of Trust Agreement: ---------------------------------------------------------------- [Note: To qualify as a Prototype Plan, any separate trust document used in conjunction with this Plan must be approved by the Internal Revenue Service. Any such approved trust agreement is incorporated as part of this Plan and must be attached hereto. The responsibilities, rights and powers of the Trustee are those specified in the separate trust agreement. ] Descri ption of Trustee powers.This section can be used to describe any special trustee powers or any li mitations on such powers. This section also may be used to impose any specific rules regarding the decision-making authority of indi vidual trustees. In addition, this section can be used to limit the application of a trustee's responsibilities, e.g., by limiting trustee authority to only specific assets or investments. 0 Describe Trustee powers: -------------------------------------------------------------------[The addition of special trustee powers under this section will not cause the Plan t o lose Prototype status provided such language merely modifies the administrative provisions applicable to the Trustee (such as provisions relating to investments and the duties of the Trustee). Any language added under this section may not conflict with any other provision of the Plan and may not result in a failure to qualify under Code §401(a).] Trustee Signat ure. By executing this Adoption Agreement, the designated Trustee(s) accept the responsibilities and obligations set forth under the Plan and Adoption Agreement. By signing this Trustee Declaration Page, the individual(s) below represent that they have the authority to sign on behalf of the Trustee. If a separate trust agreemen t is being used, list the name of the Trustee. No signature is required if a separate trust agreement is being used under the Plan or if there is no named Trustee under the Plan. Charles Corcoran (Pe;;;z;te (Signature of Trustee or authorized representative) (Date) (Date) 10 Copyright2014 PPA Restatement - Prototype DC-BPD #03 Page TD - 1 


 




     


     


    

 


		\ PS/401(k) Prototype Plan Interim Amendment #1-In-Plan Roth Conversions (Post-2013 Conversions) INTERIM AMENDMENT 1#1 IN-PLAN ROTH CONVERSIONS (POST-lOll CONVERSIONS) This Interim Amendment contains the elective provisions for implementing the In-Plan Roth Conversion provisions set forth in Appendix B of the Plan. The provisions under Appendix B of the Plan and under this Interim Amendment #I are designed as a good-faith amendment to implement the provisions under the American Taxpayer Relief Act of2012 (ATRA) effective for In-Plan Roth Conversions made on or after January I, 20I 3. If In-Plan Roth Conversions were effective under the Plan prior to January I, 20I 3, the pre-ATRA provisions must be described under AA §6A-5(c) and the post-ATRA provisions must be described under this Interim Amendment #i. If In-Plan Roth Conversions are first effective under the Plan on or after I I I120I 3, AA §6A-5(c) should not be completed and only the provisions under this Interim Amendment # i should be completed. This interim Amendment # I does not affect an In-Plan Roth Conversion that was allowed under prior Plan provisions. (See Section B-i.OI of the Plan.) IA I-1 lN-PLA N ROTH CONVERSIONS. Unless elected under this AA §IA I-1, the Plan does not permi t a Participant to make an In-Plan Roth Conversion under the Plan. To override this provision to allow Participants to make an I n-Plan Roth Conversion, subsection (a) must be checked. 0 (a) Effecti ve date. Effective 1-1-2016 [not earlier than ili/20i3], a Partici pant may elect to convert all or any portion of his/her non-Roth vested Account Balance to an In-Plan Roth Con version Accou nt. [Note: The Plan must provide for Roth Deferrals under AA §6A-5 as of the effective date designated in this subsection (a). An election under this subsection (a) does not affect an in-Plan Roth Conversion that was allowed under prior Plan provisions. ] In-Service Distribution. For a Participant to convert his/her eligible contributions to Roth Deferrals through an I n- Plan Roth Conversion, the Participant need not be eligible to take a distri bution from the Plan. To override this default provision to require a distributable event, complete this subsection (b). 0 (b) 0 If this subsection (b) is checked, a Participant must be eligi ble for a distribution of any amounts converted to Roth Deferrals through an In-Plan Roth Conversion. Thus, on ly amoun ts that are eligible for distribution under AA §9 or AA §I 0 are eligible for In-Plan Roth Conversion. [Note: If this subsection (b) is not checked, a Participant may convert any or all of the eligible contribulion sources to Roth Deferrals through an In-Plan Roth Conversion. ] Contribution so urces. An Employee may elect to make an In-Plan Roth Conversion from all available contribution sources under t he Plan. To override this default provision to li mi t the contri butions sources available for In-Plan Roth Conversion, select the applicable contribution sou rces from which an In-Plan Roth Conversion is avai lable: 0 (c) 0 (I ) 0 (2) 0 (3) 0 (4) 0 (5) 0 (6) 0 (7) 0 (8) Pre-tax Salary Deferrals Employer Contribu tions Matching Contributions Safe Harbor Contri butions QNECs and QMACs After-Tax Contributions Rollover Contributions Describe: [Note: Any contribution sources described in subsection (8) must be definitely determinable and not subject to Employer discretion.] Limits applicable to In-Pla n Rotb Conversions. No special limits apply with respect to In-Plan Roth Conversions, unless designated otherwise under this subsection (d). 0 (d) 0 ( I ) Roth conversions may on ly be made from contribution sources that are fully vested (i.e., I OO% vested). [Note: If an In-Plan Roth Conversion is permitted from partially-vested sources, special rules apply for determining the vested percentage of such amounts after conversion. See Section 7.11 of the Plan.] A Participant may not make an In-Plan Roth Conversion of less than$ (may not exceed $1,000).
0 (2) 0Copyright 2014 PPA Restatement - Prototype DC-BPD #()3 Page/Al-l 


 




     


     


    

 


		PS/401(k) Prototype Plan Interim Amendment #1 -In-Plan Roth Conversions (Post-2013 Conversions) 0 (3) A Participant may not make an In-Plan Roth Conversion of any outstanding loan amount. [Note: If this (3) is not checked, a Participant may convert amounts that are allributable to an outstanding loan, to the extent the loan relates to a contribution source that is eligible for conversion under subsection (c) above. ] 0 (4) Describe: ------------------------ - - --[Note: Any selection in subsection (4) must be definitely determinable and not subject to Employer discretion.] 0 (e) Amounts available to pay federal and state taxes generated from an In-Plan Roth Conversion. No special provisions apply to allow Participants to withdraw funds to pay federal or state taxes generated from an In-Plan Roth Conversion, except as provided otherwise under this subsection (e). 0 (I) In-service distribution. If the Plan does not otherwise permit an in-service distribution at the time of the In-Plan Roth Conversion and this subsection ( I ) is checked, a Participant may elect to take an in-service distribution solely to pay taxes generated from the In-Plan Roth Conversion to the extent such in-service distribution would otherwise be permitted under Section 8.I 0 of the Plan. [Note: If this subsection (I) is checked, a Participant may take an in-service distribution only to the extent such distribution would othenvise be permilled under the provisions of Section 8.10 of the Plan. Thus. for example, a Participant may not take an in-service distribution of amounts attributable to Salary Deferrals (including any QNECs. QMACs or Safe Harbor contributions) prior to age 59YJ. ] Participant loan. Generally, a Participant may request a loan from the Plan to the extent permitted under Section 13 and AA §B. However, to the extent a Participant loan is not otherwise allowed and this subsection (2) is selected, a Participant may receive a Participant loan solely to pay taxes generated from an In-Plan Roth Con version. [Note: If this subsection (2) is selected and Participant loans are not othenvise authorized under the Plan, any Participant loan made pursuant to this subsection (2) will be made in accordance with the default loan policy described in Section 13.] 0 (2) 0 (f) Distribution from In-Plan Roth Conversion Account. Distributions from the In-Plan Roth Conversion Account will be permitted at the same time as permitted for Roth Deferrals, as set forth under AA §I 0-1, unless designated otherwise under this subsection (f). However, earlier distribution of certain con vened amounts may be required to the extent necessary to protect distribution options that were available with respect to such converted amounts prior to the In-Plan Roth Conversion. 0 (I) In-service distributions will not be permitted from an In-Plan Roth Conversion Account. However, as set forth in Section 3.03(f)(l)(iv) ofthe Plan, a distribution must continue to be offered for any converted amounts as of the earliest date a distribution would otherwise be permitted for such converted amounts, without regard to the In-Plan Roth Conversion. An in-service distribution may be made from the In-Plan Roth Conversion Account at any time. 0 (2) 0 (3) Describe distribution options:--- -------- ---- ------- ------ [Note: This subsection (/} may not be used to eliminate an in-service distribution option that was othenvise available at the time of the In-Plan Roth Conversion. Thus, for example, if a Participant is permilled to make an In-Plan Roth Conversion of After-Tax Employee Contributions or Rollover Contributions, and such contributions are eligible for immediate distribution at the time of the In-Plan Roth Conversion, those amounts must continue to be available for distribution after the In-Plan Roth Conversion. To the extent a selection in this subsection (/} results in an improper elimination of a distribution right , the provisions of this subsection (/} will not apply.] lA1-2 APPLICATION
OF AMENDMENT. Pursuant to Section 5.0 I of Revenue Procedure 2011-49, the amendments under Appendix 8 of the Plan and under AA §lA1-1 have been adopted by the Volume Submitter Sponsor on behalf of all adopting Employers. This amendment supersedes any contrary provisions under the Plan. If the Employer adopts this amendment by selecting an elective provision under AA §lA1-1, the Employer (or other individual authorized to sign on behalf of the Employer) must sign and date this amendment below. If the Employer is not adopting the provisions of this amendment, the Employer need not sign this amendment. The amendments under Appendix 8 ofthe Plan and under AA §JAI-l apply to the signatory Employer and all Participating Employers under the Plan. If the Employer has selected any elective provisions under AA §lA 1-1 , the Employer must execute this Interim Amendment. By signing this Interim Amendment# I, the individual signing below represents that he/she is authorized to sign on behalf of the Employer. This amendment applies to the signatory Employer and all Participating Employers under the Plan. © Copyright 2014 PPA Restatement - Prototype DC-BPD 1103 Page IAJ - 2 


 




     


     


    

 


		PS/401(k) Prototype Plan Interim Amendment #1 -In-Plan Roth Conversions (Post-2013 Conversions) William Penn Bank (N ame of Employer) Terry L. Sager President (Title) (Date) (> Copyrtght 2014 PPA Restatement - Prototype DC-BPD #03 Page /A]-3 


 



     


     


    




 


		Due to the recent amendment of the above-referenced Plan, changes have been made that could affect your rights under the Plan. This Summary of Material Modifications (SMM) describes the recent Plan amendment and how that amendment may affect you. This Summary of Material Modifications overrides any inconsistent information included in the Plan 's Summary Plan Description (SPD) or other Plan forms. The modifications described in this Summary of Material Modifications are effective as of 7-1-2018. All other provisions are effective as described in the Summary Plan Description. GENERAL INFORMATION AND DEFINITIONS Article 2 of the SPD describes general information and definitions applicable to the Plan. The Plan has been amended to change certain general information or definitions. This section describes the changes that were made to the information contained in Article 2 of the SPD. The Plan has been amended to credit service with certain Predecessor Employers. Under the Plan, as amended, service with the following employers may be counted under this Plan: ).;> Audubon Savings Bank You should contact the Plan Administrator if you have any questions regarding the crediting of service with a Predecessor Employer. Additional Information If you have any questions about the modifications described in this Summary of Material Modifications or about the Plan in general, or if you would like a copy of the Summary Plan Description or other Plan documents, you may contact: William Penn Bank 1309 S. Woodbourne Road Levittown, PA 19057 (215) 945-1200 SUMMARY OF MATERIAL MODIFICATIONS William Penn Bank, 40l(k) Retirement Savings Plan ("PLAN") 


 




     


     


    

 


		AMENDMENT TO WILLIAM PENN BANK, 401(K) RETIREMENT SAVINGS PLAN ("the Plan") WHEREAS, William Penn Bank (the "Employer") maintains the William Penn Bank, 40 I (k) Retirement Savings Plan (the '"Plan") for its employees; WHEREAS, William Penn Bank has decided that it is in its best interest to amend the Plan; WHEREAS, Section 14.0l(b) of the Plan authorizes the Employer to amend the selections under the William Penn Bank, 40I(k) Retirement Savings Plan Adoption Agreement. NOW THEREFORE BE IT RESOLVED, that the William Penn Bank, 40 I (k) Retirement Savings Plan Adoption Agreement is amended as follows. The amendment of the Plan is effective as of 7-1-2018. I . The Adoption Agreement is amended to read: 4-5 SERVICE WITH PREDECESSOR EMPLOYER If the Employer is maintaining the Plan of a Predecessor Employer, service with such Predecessor Employer is automatically counted for eligibility, vesting and for purposes of applying any allocation conditions under AA §6-5 and AA §68-7. In addition, this AA §4-5 may be used to identify any Predecessor Employers for whom service \\ 11 be cow1ted for purposes of determining eligibility, vesting and allocation conditions w1der this Plan. (See Sections 2.06, 3.09(c) and 7.08 of the Plan.) If this AA §4-5 is not completed, no service \ th a Predecessor Employer \ II be counted except as othen se required w1der this AA §4-5. 0 (a) Identify Predecessor Employer(s): 0 (I)The Plan will count service \ th all Employers which have been acquired as part of a transaction Wlder Code §410(bX6XC). 0 (2) The Plan will count service with the follo\mg Predecessor Employers: Allocation Conditions Name of Predecessor Employer EligibiUty Vesting 0 (I) Audubon Samos Bank 0 (b) Describe any special provisions applicable to Predecessor Employer service:------------ -- [Note: Any special provisions may not violate the nondiscrimination requirements under Code §-10 I (a){4). ] © Copynght 201 7 --1 -2018 


 




     


     


    

 


		 EMPLOYER SIGNATURE PAGE PURPOSE OF EXECUTION. This Signature Page is being executed for William Penn Bank, 40l(k) Retirement Savings Plan to effect: 0 (a) The adoption of a new plan, effective_ [insen Effective Date of Plan]. [Note: Date can be no earlier than the first day of the Plan Year in which the Plan is adopted.] The restatement of an existing plan, in order to comply with the requirements ofPPA, pursuant to Rev. Proc. 2011-49. (1) Effective date of restatement:_. [Note: Date can be no earlier than January 1, 2007. Section 14.01(/)(2) of Plan provides for retroactive effective dates for all PPA provisions. Thus, a current effective date may be used under this subsection (1) without jeopardizing reliance. ] (2) Name ofplan(s) being restated: ------------------------ ---- (3) The original effective date of the plan(s) being restated: --------------------- - An amendment or restatement of the Plan (other than to comply with PPA). If this Plan is being amended, a snap-on amendment may be used to designate the modifications to the Plan or the updated pages of the Adoption Agreement may be substituted for the original pages in the Adoption Agreement. All prior Employer Signature Pages should be retained as part of this Adoption Agreement. 0 (b) 0 (c) (1) (2) (3) (4) Effective Date(s) of amendment/restatement: .!.7-:..!1 -2:.!0!..!1 8, _ Name of plan being amended/restated: William Penn Bank 40 l(k) Retirement Savings Plan The original effective date of the plan being amended/restated: "'8-:..!1'-"9'-'-1'-"9:..!.7..<..9 _ If Plan is being amended, identify the Adoption Agreement section(s) being amended: _,_4-5'------------PROTOTYPE SPONSOR INFORMATION. ll1e Prototype Sponsor (or authorized representative) wiU infonn the Employer of any amendments made to the Plan and will notify the Employer if it discontinues or abandons the Plan. To be eligible to receive such notification, the Employer agrees to notify the Prototype Sponsor (or authorized representative) of any change in address. The Employer may direct inquiries regarding the Plan or the effect of the Favorable IRS Letter to the Prototype Sponsor (or authorized representative) at the following location: Name of Prototype Sponsor (or authorized representative): .l.l."..'""le"-"=G'-'W)'-'-"!Jl"'ed""d C,o,.,m"'';pan""'-'yJ-Address: 1100 Sumneytown Pike Lansdale, PA 19446 _ Telephone num be r: 2 !) --8 5) --1 6 30 --------------------------------- IMPORTANT INFORMATION ABOUT TillS PROTOTYPE PLAN. A failure to properly complete the elections in this Adoption Agreement or to operate the Plan in accordance with applicable law may result in disqualification of the Plan. The Employer may rely on the Favorable IRS Letter issued by the National Office of the Internal Revenue Service to the Prototype Sponsor as evidence that the Plan is qualified Wlder Code §401(a), to the extent provided in Rev. Proc. 2011-49. The Employer may not rely on the Favorable IRS Letter in certain circumstances or with respect to certain qualification requirements, which are specified in the Favorable IRS Letter issued with respect to the Plan and in Rev. Proc. 2011-49. In order to obtain reliance in such circWllstances or with respect to such qualification requirements, the Employer must apply to the office of Employee Plans Determinations of the Internal Revenue Service for a detennination letter. See Section 1.66 of the Plan. By executing this Adoption Agreement, the Employer intends to adopt the provisions as set forth in this Adoption Agreement and the related Plan document. By signing this Adoption Agreement, the individual below represents that he/she has the authority to execute this Plan document on behalf of the Employer. This Adoption Agreement may only be used in conjunction with Basic Plan Document #03. The Employer understands that the Prototype Sponsor has no responsibility or liability regarding the suitability
of the Plan for the Employer's needs or the options elected under this Adoption Agreement It is recommended that the Employer consult with legal COWlsel before executing this Adoption Agreement. William Penn Bank (Name of Employer) Terrv L. Sager President (Name of authorized representative) 4: (Fit/e) £ holt£ I (Date) ©Copyright 201 7 7-1 -2018 


 








     


     


    

 


		Due to the recent amendment of the above-referenced Plan, changes have been made that could affect your rights under the Plan. This Summary of Material Modifications (SMM) describes the recent Plan amendment and how that amendment may affect you. This Summary of Material Modifications overrides any inconsistent information included in the Plan’s Summary Plan Description (SPD) or other Plan forms. The modifications described in this Summary of Material Modifications are effective as of 5-1-2020. All other provisions are effective as described in the Summary Plan Description. GENERAL INFORMATION AND DEFINITIONS Article 2 of the SPD describes general information and definitions applicable to the Plan. The Plan has been amended to change certain general information or definitions. This section describes the changes that were made to the information contained in Article 2 of the SPD. The Plan has been amended to credit service with certain Predecessor Employers. Under the Plan, as amended, service with the following employers may be counted under this Plan: � Fidelity Savings and Loan Association of Bucks County � Washington Savings Bank You should contact the Plan Administrator if you have any questions regarding the crediting of service with a Predecessor Employer. Additional Information If you have any questions about the modifications Modifications or about the Plan in general, or if you Description or other Plan documents, you may contact: described in would like a this Summary of Material copy of the Summary Plan William Penn Bank 10 Canal Street Suite 104 Bristol, PA 19007 267-554-7719 1 SUMMARY OF MATERIAL MODIFICATIONS William Penn Bank 401(k) Retirement Savings Plan (“Plan”) 


 




     


     


    

 


		AMENDMENT TO WILLIAM PENN BANK 401(K) RETIREMENT SAVINGS PLAN (“the Plan”) WHEREAS, William Penn Bank (the “Employer”) maintains the William Penn Bank 401(k) Retirement Savings Plan (the “Plan”) for its employees; WHEREAS, William Penn Bank has decided that it is in its best interest to amend the Plan; WHEREAS, Section 14.01(b) of the Plan authorizes the Employer to amend the selections under the William Penn Bank 401(k) Retirement Savings Plan Adoption Agreement. NOW THEREFORE BE IT RESOLVED, that the William Penn Bank 401(k) Retirement Savings Plan Adoption Agreement is amended as follows. The amendment of the Plan is effective as of 5-1-2020. 1. The Adoption Agreement is amended to read: 4-5 SERVICE WITH PREDECESSOR EMPLOYER. If the Employer is maintaining the Plan of a Predecessor Employer, service with such Predecessor Employer is automatically counted for eligibility, vesting and for purposes of applying any allocation conditions under AA §6-5 and AA §6B-7. In addition, this AA §4-5 may be used to identify any Predecessor Employers for whom service will be counted for purposes of determining eligibility, vesting and allocation conditions under this Plan. (See Sections 2.06, 3.09(c) and 7.08 of the Plan.) If this AA §4-5 is not completed, no service with a Predecessor Employer will be counted except as otherwise required under this AA §4-5. (a) Identify Predecessor Employer(s): 0 (1)The Plan will count service with all Employers which have been acquired as part of a transaction under Code §410(b)(6)(C). (2)The Plan will count service with the following Predecessor Employers: Allocation Conditions Name of Predecessor Employer Eligibility Vesting (1) Fidelity Savings and Loan Association of Bucks County (2) Washington Savings Bank 0 (b) Describe any special provisions applicable to Predecessor Employer service: [Note: Any special provisions may not violate the nondiscrimination requirements under Code §401(a)(4).] © Copyright 2017 5-1-2020 Page 1 


 




     


     


    

 


EMPLOYER SIGNATURE
PAGE


 


PURPOSE OF EXECUTION.
This Signature Page is being executed for William Penn Bank 401(k) Retirement Savings Plan to effect:


 


 ̈
(a)      The adoption of a new plan, effective [insert Effective Date of Plan]. [Note:
Date can be no earlier than the first day of the Plan Year in which the Plan is
adopted.]


 


 ̈(b)      The
restatement of an existing plan, in order to comply with the requirements of PPA, pursuant to Rev. Proc. 2011-49.


 


(1)    Effective date of
restatement: . [Note: Date can be no earlier than January 1, 2007. Section 14.01(f)(2) of Plan provides for retroactive
effective dates for all PPA provisions. Thus, a current effective date may be used under this subsection (1) without jeopardizing
reliance.]


 


(2)   Name of plan(s) being
restated:


 


(3)   The original effective date of the plan(s) being restated:


 


x(c)      An
amendment or restatement of the Plan (other than to comply with PPA). If this Plan is being amended, a snap-on amendment may
be used to designate the modifications to the Plan or the updated pages of the Adoption Agreement may be substituted for the original
pages in the Adoption Agreement. All prior Employer Signature Pages should be retained as part of this Adoption Agreement.


 




(1)   Effective Date(s) of
amendment/restatement: 5-1-2020                                                                                                                                           


 


 (2)   Name of plan being amended/restated: William Penn Bank 401(k) Retirement Savings
Plan                                                                            


 


 (3)   The original effective date of the plan being amended/restated: 8-19-1979                                                                                                         


 


(4)    If Plan is being amended, identify the Adoption Agreement section(s) being amended: 4.5 - Service with Predecessor Employers       


 


PROTOTYPE SPONSOR INFORMATION.
The Prototype Sponsor (or authorized representative) will inform the Employer of any amendments made to the Plan and will notify
the Employer if it discontinues or abandons the Plan. To be eligible to receive such notification, the Employer agrees to notify
the Prototype Sponsor (or authorized representative) of any change in address. The Employer may direct inquiries regarding the
Plan or the effect of the Favorable IRS Letter to the Prototype Sponsor (or authorized representative) at the following location:


 


Name of Prototype Sponsor (or authorized representative):
BLB&B Plan Services                                                                                                       


 


Address: 103 Montgomery Ave., Montgomeryville,
PA. 18936                                                                                                                                          


 


Telephone number: 2156439100                                                                                                                                                                               


 


IMPORTANT INFORMATION ABOUT THIS PROTOTYPE
PLAN. A failure to properly complete the elections in this Adoption Agreement or to operate the Plan in accordance with applicable
law may result in disqualification of the Plan. The Employer may rely on the Favorable IRS Letter issued by the National Office
of the Internal Revenue Service to the Prototype Sponsor as evidence that the Plan is qualified under Code §401(a), to the
extent provided in Rev. Proc. 2011-49. The Employer may not rely on the Favorable IRS Letter in certain circumstances or with
respect to certain qualification requirements, which are specified in the Favorable IRS Letter issued with respect to the Plan
and in Rev. Proc. 2011-49. In order to obtain reliance in such circumstances or with respect to such qualification requirements,
the Employer must apply to the office of Employee Plans Determinations of the Internal Revenue Service for a determination letter.
See Section 1.66 of the Plan.


 


By executing this Adoption Agreement, the Employer
intends to adopt the provisions as set forth in this Adoption Agreement and the related Plan document. By signing this Adoption
Agreement, the individual below represents that he/she has the authority to execute this Plan document on behalf of the Employer.
This Adoption Agreement may only be used in conjunction with Basic Plan Document #03. The Employer understands that the Prototype
Sponsor has no responsibility or liability regarding the suitability of the Plan for the Employer’s needs or the options
elected under this Adoption Agreement. It is recommended that the Employer consult with legal counsel before executing this Adoption
Agreement.


 


	William Penn Bank
	(Name of Employer)




 


	Kenneth J. Stephon	 	President
	(Name of authorized representative)	 	(Title)




 


		 	 
	Kenneth J. Stephon (Jul 8, 2020 17:01
EDT)	 	7/8/20
	(Signature)	 	(Date)



 






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DEFINED CONTRIBUTION PROTOTYPE
PLAN AND TRUST


 


BASIC PLAN DOCUMENT


 


[DC-BPD #03]


 






     


     


    

 


TABLE OF CONTENTS


 


SECTION 1


PLAN DEFINITIONS


 


	1.01	 Account	1
	1.02 	Account Balance	1
	1.03	 ACP Test (Actual Contribution Percentage Test)	1
	1.04 	Actuarial Factor	1
	1.05 	Adoption Agreement (“Agreement”)	1
	1.06 	ADP Test (Actual Deferral Percentage Test)	1
	1.07 	After-Tax Employee Contributions	1
	1.08 	Alternate Payee	1
	1.09	 Anniversary Years	1
	1.10	 Annual Additions	2
	1.11	 Annuity Starting Date	2
	1.12 	Automatic Contribution Arrangement	2
	1.13 	Automatic Rollover	2
	1.14 	Average Contribution Percentage (ACP)	2
	1.15 	Average Deferral Percentage (ADP)	2
	1.16	 Beneficiary	2
	1.17 	Benefiting Participant	2
	1.18	 Break in Service	2
	1.19 	Cash-Out Distribution	2
	1.20	 Catch-Up Contributions	2
	1.21	 Catch-Up Contribution Limit	2
	1.22	 Code	2
	1.23	 Code §415 Limitation	2
	1.24 	Collectively Bargained Employee	2
	1.25 	Compensation Limit	3
	1.26 	Computation Period	3
	 	(a)	Eligibility Computation Period	3
	 	(b)	Vesting Computation Period	3
	1.27	 Current Year Testing Method	3
	1.28	 Custodian	3
	1.29 	Defined Benefit Plan	3
	1.30 	Defined Contribution Plan	3
	1.31 	Designated Beneficiary	3
	1.32	 Determination Date	3
	1.33 	Determination Year	3
	1.34 	Differential Pay	3
	1.35	 Directed Account	4
	1.36 	Directed Trustee	4
	1.37 	Direct Rollover	4
	1.38	 Disabled	4
	1.39 	Discretionary Trustee	4
	1.40	 Distribution Calendar Year	4
	1.41 	Early Retirement Age	4
	1.42	 Earned Income	4
	1.43	 Effective Date	4
	1.44 	Elapsed Time	4
	1.45 	Elective Deferral Dollar Limit	4
	1.46	 Elective Deferrals	4
	1.47	 Eligible Automatic Contribution Arrangement (EACA)	4
	1.48	 Eligible Employee	4
	1.49 	Eligible Retirement Plan	4
	1.50	 Eligible Rollover Distribution	4
	1.51	 Employee	4
	1.52	 Employer	5
	1.53 	Employer Contributions	5
	1.54 	Employment Commencement Date	5
	1.55 	Entry Date	5
	1.56	 Equivalency Method	5
	1.57 	ERISA	5
	1.58 	ERISA Spending Account	5
	1.59 	Excess Aggregate Contributions	5


 






    
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	1.60	Excess Amount	5
	1.61	Excess Compensation	5
	1.62	Excess Contributions	5
	1.63	Excess Deferrals	5
	1.64	Fail-Safe Coverage Provision	5
	1.65	Family Members	5
	1.66	Favorable IRS Letter	5
	1.67	General Trust Account	5
	1.68	Hardship	5
	1.69	Highly Compensated	5
	 	(a)	Five-Percent
    Owner	5
	 	(b)	Compensation
    limit	6
	 	(c)	Determination
    Year	6
	 	(d)	Lookback Year	6
	 	(e)	Total
    Compensation	6
	 	(f)	Top
    Paid Group	6
	1.70	Highly Compensated Group	6
	1.71	Hour of Service	6
	 	(a)	Performance
    of duties	6
	 	(b)	Nonperformance of duties	6
	 	(c)	Back
    pay award	6
	 	(d)	Related
    Employers/Leased Employees	6
	 	(e)	Maternity/paternity
    leave	6
	1.72	In-Plan Roth Conversion Account	7
	1.73	Insurer	7
	1.74	Integration Level	7
	1.75	Key Employee	7
	1.76	Leased Employee	7
	1.77	Limitation Year	7
	1.78	Lookback Year	7
	1.79	Matching Contributions	7
	1.80	Maximum Disparity Rate	7
	1.81	Minimum Gateway Contribution	7
	1.82	Multiple Employer Plan	7
	1.83	Named Fiduciary	7
	1.84	Net Profits	7
	1.85	Nonhighly Compensated	7
	1.86	Nonhighly Compensated Group	8
	1.87	Nonvested Participant Break in Service	8
	1.88	Non-Key Employee	8
	1.89	Normal Retirement Age	8
	1.90	Participant	8
	1.91	Participating Employer	8
	1.92	Participating Employer Adoption Page	8
	1.93	Period of Severance	8
	1.94	Permissive Aggregation Group	8
	1.95	Plan	8
	1.96	Plan Administrator	9
	1.97	Plan Compensation	9
	 	(a)	Application to safe harbor formulas	9
	 	(b)	Determination
    period	10
	 	(c)	Partial
    period of participation	10
	1.98	Plan Year	10
	1.99	Predecessor Employer	10
	1.100	Predecessor Plan	10
	1.101	Pre-Tax Deferrals	10
	1.102	Prevailing
    Wage Formula	10
	1.103	Prevailing
    Wage Service	10
	1.104	Prior
    Year Testing Method	10
	1.105	Prototype Sponsor	10
	1.106	QACA
    Safe Harbor Contribution	10
	1.107	QACA
    Safe Harbor Employer Contribution	10
	1.108	QACA
    Safe Harbor Matching Contribution	11


 






    
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	1.109	Qualified Automatic Contribution Arrangement (QACA)	11
	1.110	Qualified Domestic Relations Order (QDRO	11
	1.111	Qualified Election	11
	1.112	Qualified Joint and Survivor Annuity (QJSA)	11
	1.113	Qualified Matching Contribution (QMAC)	11
	1.114	Qualified Nonelective Contribution (QNEC)	11
	1.115	Qualified Optional Survivor Annuity (QOSA)	11
	1.116	Qualified Preretirement Survivor Annuity (QPSA)	11
	1.117	Qualified Transfer	11
	1.118	Qualifying Employer Real Property	11
	1.119	Qualifying Employer Securities	11
	1.120	Reemployment Commencement Date	11
	1.121	Related Employer	11
	1.122	Required Aggregation Group	11
	1.123	Required Beginning Date	11
	1.124	Rollover Contribution	11
	1.125	Roth Deferrals	11
	1.126	Safe Harbor 401(k) Plan	12
	1.127	Safe Harbor Contribution	12
	1.128	Safe Harbor Employer Contributions	12
	1.129	Safe Harbor Matching Contributions	12
	1.130	Salary Deferral Election	12
	1.131	Salary Deferrals	12
	1.132	Self-Employed Individual	12
	1.133	Short Plan Year	12
	1.134	Spouse	12
	1.135	Targeted QMACs	12
	1.136	Targeted QNECs	12
	1.137	Taxable Wage Base	12
	1.138	Testing Compensation	12
	1.139	Top Paid Group	13
	1.140	Top Heavy	13
	1.141	Top Heavy Ratio	13
	1.142	Total Compensation	13
	 	(a)	Total Compensation definitions	13
	 	(b)	Post-severance compensation	14
	 	(c)	Continuation payments for disabled Participants	14
	 	(d)	Deemed §125 compensation	15
	 	(e)	Differential Pay	15
	1.143	Trust	15
	1.144	Trustee	15
	1.145	Valuation Date	15
	1.146	Year of Service	15
	 	 	 
	SECTION 2
	ELIGIBILITY AND PARTICIPATION
	 
	2.01	Eligibility	16
	2.02	Eligible Employees	16
	 	(a)	Only Employees may participate in the Plan	16
	 	(b)	Excluded Employees	16
	 	(c)	Employees of Related Employers	17
	 	(d)	Employees of an Employer acquired as part of a Code §410(b)(6)(C) transaction	18
	 	(e)	Ineligible Employee becomes Eligible Employee	18
	 	(f)	Eligible Employee becomes ineligible Employee	18
	 	(g)	Improper exclusion of eligible Participant	18
	2.03	Minimum Age and Service Conditions	18
	 	(a)	Application of age and service conditions	19
	 	(b)	Entry Dates	22
	2.04	Participation on Effective Date of Plan	22
	2.05	Rehired Employees	22
	2.06	Service with Predecessor Employers	23
	2.07	Break in Service Rules	23
	 	(a)	Break in Service	23



 






    
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	 	(b)	Nonvested Participant Break in Service rule	23
	 	(c)	Special Break in Service rule for Plans using two Years of Service for eligibility	23
	 	(d)	One-Year Break in Service rule	23
	2.08 	Waiver of Participation	24
	 	 	 
	SECTION 3
	PLAN CONTRIBUTIONS
	 
	3.01	Types of Contributions	25
	3.02	Employer Contribution Formulas	25
	 	(a)	Employer Contribution formulas (Profit Sharing Plan and Profit Sharing/401(k) Plan)	25
	 	(b)	Employer Contribution formulas (Money Purchase Plan)	33
	 	(c)	Period for determining Employer Contributions	35
	 	(d)	Offset of Employer Contributions	35
	3.03	Salary Deferrals	36
	 	(a)	Salary Deferral Election	36
	 	(b)	Change in deferral election	37
	 	(c)	Automatic Contribution Arrangement	37
	 	(d)	Catch-Up Contributions	40
	 	(e)	Roth Deferrals	41
	 	(f)	In-Plan Roth Conversions	42
	3.04	Matching Contributions	43
	 	(a)	Contributions eligible for Matching Contributions	43
	 	(b)	Period for determining Matching Contributions	44
	 	(c)	True-up contributions	44
	 	(d)	Qualified Matching Contributions (QMACs)	44
	3.05	Safe Harbor/QACA Safe Harbor Contributions	45
	3.06	After-Tax Employee Contributions	46
	3.07	Rollover Contributions	46
	3.08	Deductible Employee Contributions	47
	3.09	Allocation Conditions	47
	 	(a)	Application to designated period	47
	 	(b)	Special rule for year of termination	48
	 	(c)	Service with Predecessor Employers	48
	3.10	Contribution of Property	48
	 	 	 
	SECTION 4
	TOP HEAVY PLAN REQUIREMENTS
	 
	4.01	Top Heavy Plan	49
	4.02	Top Heavy Ratio	49
	 	(a)	Defined Contribution Plan(s) only	49
	 	(b)	Maintenance of Defined Benefit Plan	49
	 	(c)	Determining value of Account Balance or accrued benefit	49
	4.03	Other Definitions	50
	 	(a)	Key Employee	50
	 	(b)	Non-Key Employee	50
	 	(c)	Determination Date	50
	 	(d)	Permissive Aggregation Group	50
	 	(e)	Required Aggregation Group	50
	 	(f)	Present Value	50
	 	(g)	Total Compensation	51
	 	(h)	Valuation Date	51
	4.04	Minimum Allocation	51
	 	(a)	Determination of Key Employee contribution percentage	51
	 	(b)	Determining of Non-Key Employee minimum allocation	51
	 	(c)	Certain allocation conditions inapplicable	51
	 	(d)	Participants not employed on the last day of the Plan Year	51
	 	(e)	Collectively Bargained Employees	51
	 	(f)	Participation in more than one Top Heavy Plan	51
	 	(g)	No forfeiture for certain events	52
	 	(h)	Top Heavy vesting rules	52


 






    
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	SECTION 5	 
	LIMITS ON CONTRIBUTIONS	 
	 	 
	5.01	Limits on Employer Contributions	53
	 	(a)	Limitation on Salary Deferrals	53
	 	(b)	Limitation on total Employer Contributions	53
	5.02	Elective Deferral Dollar Limit	53
	 	(a)	Excess Deferrals	53
	 	(b)	Correction of Excess Deferrals	53
	5.03	Code §415 Limitation	55
	 	(a)	No other plan participation	55
	 	(b)	Participation in another plan	55
	 	(c)	Definitions	55
	 	(d)	Restorative payments	57
	 	(e)	Corrective provisions	57
	 	(f)	Change of Limitation Year	57
	 	 
	SECTION 6	 
	SPECIAL RULES AFFECTING 401(K) PLANS	 
	 	 
	6.01	Nondiscrimination Testing of Salary Deferrals – ADP Test	58
	 	(a)	ADP Test	58
	 	(b)	Correction of Excess Contributions	60
	 	(c)	Adjustment of deferral rate for Highly Compensated Employees	61
	 	(d)	Special testing rules	61
	6.02	Nondiscrimination Testing of Matching Contributions and After-Tax Employee Contributions – ACP Test	62
	 	(a)	ACP Test	62
	 	(b)	Correction of Excess Aggregate Contributions	64
	 	(c)	Adjustment of contribution rate for Highly Compensated Employees	66
	 	(d)	Special testing rules	66
	6.03	Disaggregation of Plans	66
	 	(a)	Plans covering Collectively Bargained Employees and non-Collectively Bargained Employees	66
	 	(b)	Otherwise excludable Employees	66
	 	(c)	Corrective action for disaggregated plans	67
	6.04	Safe Harbor 401(k) Plan Provisions	67
	 	(a)	Safe Harbor 401(k) Plan requirements	67
	 	(b)	Qualified Automatic Contribution Arrangement (QACA) requirements	69
	 	(c)	Eligibility for Safe Harbor/QACA Safe Harbor Contributions	71
	 	(d)	Different eligibility conditions	71
	 	(e)	Provision of Safe Harbor Contribution in separate plan	72
	 	(f)	Mid-Year Changes to Safe Harbor 401(k) Plan	72
	 	(g)	Reduction or suspension of Safe Harbor/QACA Safe Harbor Contributions	72
	 	(h)	Deemed compliance with ADP Test	72
	 	(i)	Deemed compliance with ACP Test	72
	 	(j)	Rules for applying the ACP Test	73
	 	(k)	Application of Top Heavy rules	73
	 	(l)	Plan Year	73
	6.05	SIMPLE 401(k) Plan contributions	74
	 	(a)	Definitions	74
	 	(b)	Contributions	74
	 	(c)	Limit on Contributions	75
	 	(d)	Election and notice requirements	75
	 	(e)	Vesting requirements	75
	 	(f)	Top Heavy rules	75
	 	(g)	Nondiscrimination tests	75
	 	(h)	SIMPLE Compensation	75
	 	 
	SECTION 7	 
	PARTICIPANT VESTING AND FORFEITURES	 
	 	 
	7.01	Vesting of Contributions	76
	7.02	Vesting Schedules	76
	 	(a)	Full and immediate vesting schedule	76
	 	(b)	6-year graded vesting schedule	76
	 	(c)	3-year cliff vesting schedule	76



 






    
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	 	(d)	5-year graded vesting schedule	76
	 	(e)	Modified vesting schedule	76
	7.03	Prior Vesting Schedule	76
	7.04	Special vesting rules	77
	 	(a)	Normal Retirement Age	77
	 	(b)	100% vesting upon death, disability, or Early Retirement Age	77
	 	(c)	Safe Harbor 401(k) Plans	77
	 	(d)	Vesting upon merger, consolidation or transfer	77
	 	(e)	Vesting schedules applicable to prior contributions	77
	7.05	Year of Service	77
	 	(a)	Hours of Service	77
	 	(b)	Elapsed Time method	78
	 	(c)	Change in service crediting method	78
	7.06	Vesting Computation Period	79
	7.07	Excluded service	79
	 	(a)	Service before the Effective Date of the Plan	79
	 	(b)	Service before a specified age	79
	7.08	Service with Predecessor Employers	79
	7.09	Break in Service Rules	80
	 	(a)	Break in Service	80
	 	(b)	One-Year Break in Service rule	80
	 	(c)	Nonvested Participant Break in Service rule	80
	 	(d)	Five-Year Forfeiture Break in Service	80
	7.10	Amendment of Vesting Schedule	80
	7.11	Special Vesting Rule - In-Service Distribution When Account Balance is Less than 100% Vested	81
	7.12	Forfeiture of Benefits	81
	 	(a)	Cash-Out Distribution	81
	 	(b)	Five-Year Forfeiture Break in Service	83
	 	(c)	Missing Participant or Beneficiary	83
	 	(d)	Excess Deferrals, Excess Contributions, and Excess Aggregate Contributions	84
	7.13	Allocation of Forfeitures	84
	 	(a)	Reallocation as additional contributions under Profit Sharing and Profit Sharing/401(k) Plan Adoption Agreement	84
	 	(b)	Reallocation as additional Employer Contributions under Money Purchase Plan Adoption Agreement	84
	 	(c)	Reduction of contributions	84
	 	(d)	Payment of Plan expenses	85
	 	(e)	Forfeiture rules for other contribution types	85
	 	 
	SECTION 8	 
	PLAN DISTRIBUTIONS	 
	 	 
	8.01	Deferred distributions	86
	8.02	Available Forms of Distribution	86
	 	(a)	Installment or annuity forms of distribution	86
	 	(b)	In-kind distributions	86
	8.03	Amount Eligible for Distribution	86
	8.04	Participant Consent	87
	 	(a)	Involuntary Cash-Out threshold	87
	 	(b)	Rollovers disregarded in determining value of Account Balance for Involuntary Cash-Outs	87
	 	(c)	Participant notice	87
	 	(d)	Special rules	87
	8.05	Direct Rollovers	87
	 	(a)	Definitions	87
	 	(b)	Direct Rollover notice	88
	 	(c)	Direct Rollover by non-Spouse beneficiary	89
	 	(d)	Direct Rollover of non-taxable amounts	89
	 	(e)	Rollovers to Roth IRA	89
	8.06	Automatic Rollover	89
	 	(a)	Automatic Rollover requirements	89
	 	(b)	Involuntary Cash-Out Distribution	89
	 	(c) 	Treatment of Rollover Contributions	89
	8.07	Distribution Upon Termination of Employment	89
	 	(a)	Account Balance not exceeding $5,000	90
	 	(b)	Account Balance exceeding $5,000	90



 






    
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	8.08	Distribution Upon Death	90
	 	(a)	Death after commencement of benefits	90
	 	(b)	Death before commencement of benefits	90
	 	(c)	Determining a Participant’s Beneficiary	91
	8.09	Distribution to Disabled Employees	92
	8.10	In-Service Distributions	92
	 	(a)	After-Tax Employee Contributions and Rollover Contributions	92
	 	(b)	Employer Contributions and Matching Contributions	92
	 	(c)	Salary Deferrals, QNECs, QMACs, and Safe Harbor/QACA Safe Harbor Contributions	93
	 	(d)	Penalty-free withdrawals for individuals called to active duty	93
	 	(e)	Hardship distribution	93
	8.11	Sources of Distribution	95
	 	(a)	Exception for Hardship withdrawals	95
	 	(b)	Roth Deferrals	95
	8.12	Required Minimum Distributions	96
	 	(a)	Period of distribution	96
	 	(b)	Death of Participant before required distributions begin	96
	 	(c)	Required Minimum Distributions during Participant’s lifetime	97
	 	(d)	Required Minimum Distributions after Participant’s death	97
	 	(e)	Definitions	98
	 	(f)	Special Rules	99
	 	(g)	Transitional Rule	102
	8.13	Correction of Qualification Defects	102
	 	 
	SECTION 9	 
	JOINT AND SURVIVOR ANNUITY REQUIREMENTS	 
	 	 
	9.01	Application of Joint and Survivor Annuity Rules	103
	 	(a)	Money Purchase Plan	103
	 	(b)	Profit Sharing or Profit Sharing/401(k) Plan	103
	 	(c)	Exception to the Joint and Survivor Annuity Requirements	103
	 	(d)	Administrative procedures	103
	 	(e)	Accumulated deductible employee contributions	103
	9.02	Pre-Death Distribution Requirements	103
	 	(a)	Qualified Joint and Survivor Annuity (QJSA)	103
	 	(b)	Qualified Optional Survivor Annuity (QOSA)	104
	 	(c)	Notice requirements	104
	 	(d)	Annuity Starting Date	104
	9.03	Distributions After Death	104
	 	(a)	Qualified Preretirement Survivor Annuity (QPSA)	104
	 	(b)	Notice requirements	105
	9.04	Qualified Election	105
	 	(a)	QJSA	105
	 	(b)	QPSA	105
	 	(c)	Identification of surviving Spouse	106
	9.05	Transitional Rules	106
	 	(a)	Automatic joint and survivor annuity	106
	 	(b)	Election of early survivor annuity	106
	 	(c)	Qualified Early Retirement Age	106
	 	 
	SECTION 10	 
	PLAN ACCOUNTING AND INVESTMENTS	 
	 	 
	10.01	Participant Accounts	108
	10.02	Valuation of Accounts	108
	 	(a)	Periodic valuation	108
	 	(b)	Daily valuation	108
	 	(c)	Interim valuations	108
	10.03	Adjustments to Participant Accounts	108
	 	(a)	Distributions and forfeitures from a Participant’s Account	108
	 	(b)	Life insurance premiums and dividends	108
	 	(c)	Contributions and forfeitures allocated to a Participant’s Account	108
	 	(d)	Net income or loss	108
	10.04	Share or unit accounting	109
	10.05	Suspense accounts	109



 






    
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	10.06	Investments under the Plan	109
	 	(a)	Investment options	109
	 	(b)	Common/collective trusts and collectibles	109
	 	(c)	Limitations on the investment in Qualifying Employer Securities and Qualifying Employer Real Property	11-
	 	(d)	Diversification requirements for Defined Contribution Plans invested in Employer securities	110
	10.07	Participant-directed investments	112
	 	(a)	Limits on participant investment direction	112
	 	(b)	Failure to direct investment	112
	 	(c)	Trustee to follow Participant direction	112
	 	(d)	Disclosure requirements	112
	 	(e)	ERISA §404(c) protection	113
	10.08	Investment in Life Insurance	113
	 	(a)	Incidental Life Insurance Rules	113
	 	(b)	Ownership of Life Insurance Policies	114
	 	(c)	Evidence of Insurability	114
	 	(d)	Distribution of Insurance Policies	114
	 	(e)	Discontinuance of Insurance Policies	114
	 	(f)	Protection of Insurer	114
	 	(g)	No Responsibility for Act of Insurer	114
	 	 
	SECTION 11	 
	PLAN ADMINISTRATION AND OPERATION	 
	 	 
	11.01	Plan Administrator	115
	11.02	Designation of Alternative Plan Administrator	115
	 	(a)	Acceptance of responsibility by designated Plan Administrator	115
	 	(b)	Multiple alternative Plan Administrators	115
	 	(c)	Resignation or removal of designated Plan Administrator	115
	 	(d)	Employer responsibilities	115
	 	(e)	Indemnification of Plan Administrator	115
	11.03	Named Fiduciary	115
	11.04	Duties, Powers and Responsibilities of the Plan Administrator	115
	 	(a)	Delegation of duties, powers and responsibilities	115
	 	(b)	Specific Plan Administrator responsibilities	115
	11.05	Plan Administration Expenses	116
	 	(a)	Reasonable Plan administration expenses	116
	 	(b)	Plan expense allocation	116
	 	(c)	Expenses related to administration of former Employee or surviving Spouse	116
	 	(d)	ERISA Spending Account	117
	11.06	Qualified Domestic Relations Orders (QDROs)	117
	 	(a)	In general	117
	 	(b)	Definitions related to Qualified Domestic Relations Orders (QDROs)	117
	 	(c)	Recognition as a QDRO	117
	 	(d)	Contents of QDRO	117
	 	(e)	Impermissible QDRO provisions	117
	 	(f)	Immediate distribution to Alternate Payee	118
	 	(g)	Fee for QDRO determination	118
	 	(h)	Default QDRO procedure	118
	11.07	Claims Procedure	119
	 	(a)	Plan Administrator’s decision	119
	 	(b)	Review procedure	120
	 	(c)	Decision following review	120
	 	(d)	Final review	120
	11.08	Operational Rules for Short Plan Years	120
	11.09	Special Distribution and Loan Rules for Participants Affected by Hurricanes Katrina, Rita, And Wilma	121
	 	(a)	In general	121
	 	(b)	Tax-favored withdrawals of Qualified Hurricane Distributions	121
	 	(c)	Recontributions of qualified hardship distributions	121
	 	(d)	Special loan rules	122
	11.10	Requirements Under Emergency Economic Stabilization Act of 2008 (EESA)	122
	 	(a)	Tax-favored withdrawals of Qualified Disaster Recovery Assistance Distributions	122
	 	(b)	Recontributions of Qualified Hardship Distributions	123
	 	(c)	Special loan rules	123



 






    
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	SECTION 12	 
	TRUST PROVISIONS	 
	 	 
	12.01	Establishment of Trust	124
	12.02	Types of Trustees	124
	 	(a)	Directed Trustee	124
	 	(b)	Discretionary Trustee	124
	12.03	Responsibilities of the Trustee	124
	 	(a)	Responsibilities regarding administration of Trust	125
	 	(b)	Responsibilities regarding investment of Plan assets	125
	12.04	Voting and Other Rights Related to Employer Stock	126
	12.05	Responsibilities of the Employer	127
	12.06	Effect of Plan Amendment	127
	12.07	More than One Trustee	127
	12.08	Annual Valuation	127
	12.09	Reporting to Plan Administrator and Employer	127
	12.10	Reasonable Compensation	127
	12.11	Resignation and Removal of Trustee	128
	12.12	Indemnification of Trustee	128
	12.13	Liability of Trustee	128
	12.14	Appointment of Custodian	129
	12.15	Modification of Trust Provisions	129
	12.16	Custodial Accounts, Annuity Contracts and Insurance Contracts	129
	 	 
	SECTION 13	 
	PARTICIPANT LOANS	 
	 	 
	13.01	Availability of Participant Loans	130
	13.02	Must be Available in Reasonably Equivalent Manner	130
	13.03	Loan Limitations	130
	13.04	Limit on Amount and Number of Loans	130
	 	(a)	Loan renegotiation	130
	 	(b)	Participant must be creditworthy	130
	13.05	Reasonable Rate of Interest	131
	13.06	Adequate Security	131
	13.07	Periodic Repayment	131
	 	(a)	Leave of absence	131
	 	(b)	Military leave	131
	13.08	Spousal Consent	131
	13.09	Designation of Accounts	132
	13.10	Procedures for Loan Default	132
	 	(a)	Offset of defaulted loan	132
	 	(b)	Subsequent loan following defaulted loan	133
	13.11	Termination of Employment	132
	 	(a)	Offset of outstanding loan	132
	 	(b)	Direct Rollover	133
	13.12	Mergers, Transfers or Direct Rollovers from another Plan/Change in Loan Record Keeper	133
	13.13	Amendment of Plan to Eliminate Participant Loans	133
	 	 
	SECTION 14	 
	PLAN AMENDMENTS, TERMINATION, MERGERS AND TRANSFERS	 
	 	 
	14.01	Plan Amendments	134
	 	(a)	Amendment by the Prototype Sponsor	134
	 	(b)	Amendment by the Employer	134
	 	(c)	Method of amendment	134
	 	(d)	Reduction of accrued benefit	135
	 	(e)	Amendment of vesting schedule	135
	 	(f)	Effective date of Plan Amendments	135
	14.02 	Amendment to Correct Coverage or Nondiscrimination
Violation	137
	 	(a)	Amendment within correction period under Treas. Reg. §1.401(a)(4)-11(g) 	137
	 	(b)	Fail-Safe Coverage Provision 	137
	14.03	Plan Termination 	138
	 	(a)	Full and immediate vesting	138
	 	(b)	Distribution upon Plan termination	138



 






    
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	 	(c)	Termination upon merger, liquidation or dissolution of the Employer 	139
	 	(d)	Partial Termination 	139
	14.04	Merger or Consolidation 	139
	14.05	Transfer of Assets 	139
	 	(a)	Protected benefits 	140
	 	(b)	Application of QJSA requirements	140
	 	(c)	Transfers from a Defined Benefit Plan, Money Purchase Plan or 401(k) Plan 	140
	 	(d)	Qualified Transfer	140
	 	(e)	Trustee’s right to refuse transfer 	142
	 	(f)	Transfer of Plan to unrelated Employer 	142
	 	 
	SECTION 15	 
	MISCELLANEOUS	 
	 	 
	15.01	Exclusive Benefit	143
	15.02	Return of Employer Contributions 	143
	 	(a)	Mistake of fact 	143
	 	(b)	Disallowance of deduction 	143
	 	(c)	Failure to initially qualify 	143
	15.03	Alienation or Assignment 	143
	15.04	Offset of benefits 	143
	15.05	Participants’ Rights 	144
	15.06	Military Service 	144
	 	(a)	Death benefits under qualified military service 	144
	 	(b)	Benefit accruals 	144
	 	(c)	Plan distributions 	144
	 	(d)	Make-Up Contributions	144
	15.07	Annuity Contract 	145
	15.08	Use of IRS Compliance Programs 	145
	15.09	Governing Law 	145
	15.10	Waiver of Notice	145
	15.11	Use of Electronic Media 	145
	15.12	Severability of Provisions 	145
	15.13	Binding Effect	145
	 	 
	SECTION 16	 
	PARTICIPATING EMPLOYERS	 
	 	 
	16.01	Participation by Participating Employers 	146
	16.02	Participating Employer Adoption Page	146
	 	(a)	Application of Plan provisions	146
	 	(b)	Plan amendments	146
	 	(c)	Trustee designation	146
	16.03	Compensation of Related Employers	146
	16.04	Allocation of Contributions and Forfeitures 	146
	16.05	Discontinuance of Participation by a Participating Employer	146
	16.06	Operational Rules for Related Employer Groups	147
	16.07	Multiple Employer Plans 	147
	 	(a)	Application of qualification rules to Multiple Employer Plans 	147
	 	(b)	Definitions that apply to Multiple Employer Plans	148
	 	(1)	Lead Employer	148
	 	(c)	Special rules for Multiple Employer Plans	148
	 	(5)	Indemnification of Lead Employer	149
	16.08	Special Rules for Standardized Plan Adoption Agreement	150
	 	(a)	Change in status - new Related Employer	150
	 	(b)	Change in status – cessation of Related Employer relationship 	150


 


	APPENDIX
    A 

    ACTUARIAL FACTORS
	 
	Actuarial Factor
    Table   	151



 






    
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SECTION 1


PLAN DEFINITIONS


 


This Section contains definitions for common
terms that are used throughout the Plan. All capitalized terms under the Plan are defined in this Section or in the relevant section
of the Plan document where such term is used.


 


		1.01	Account. The separate Account maintained
for each Participant under the Plan. Under the Profit Sharing/401(k) Plan, a Participant may have any (or all) of the following
separate Accounts:



 


	 	· 	Pre-Tax
    Salary Deferral Account
	 	· 	Roth
    Deferral Account
	 	· 	Employer
    Contribution Account
	 	· 	Matching
    Contribution Account
	 	· 	Qualified
    Nonelective Contribution (QNEC) Account
	 	· 	Qualified
    Matching Contribution (QMAC) Account
	 	· 	Safe
    Harbor Employer Contribution Account
	 	· 	Safe
    Harbor Matching Contribution Account
	 	· 	QACA
    Safe Harbor Employer Contribution Account
	 	· 	QACA
    Safe Harbor Matching Contribution Account
	 	· 	After-Tax
    Employee Contribution Account
	 	· 	Rollover
    Contribution Account
	 	· 	Roth
    Rollover Contribution Account
	 	· 	In-Plan
    Roth Conversion Account
	 	· 	Transfer
    Account




 


The Plan Administrator may establish other Accounts,
as it deems necessary, for the proper administration of the Plan.


 


		1.02	Account Balance. Account Balance shall
mean a Participant's balances in all of the Accounts maintained by the Plan on his or her behalf.



 


		1.03	ACP Test (Actual Contribution Percentage Test).
The special nondiscrimination test that applies to Matching Contributions and/or After-Tax Employee Contributions. See
Section 6.02(a).



 


		1.04	Actuarial Factor. A Participant’s
Actuarial Factor is used for purposes of determining the Participant’s allocation under the age-based allocation formula
under AA §6-3(f) of the Nonstandardized Profit Sharing Plan or Profit Sharing/401(k) Plan Adoption Agreement or under the
age-based contribution formula under AA §6-2(d) of the Money Purchase Plan Adoption Agreement. See Section 3.02(a)(1)(v)(B)
or 3.02(b)(4)(ii).



 


		1.05	Adoption Agreement (“Agreement”) . The Adoption Agreement contains the elective provisions that an Employer may complete to supplement or modify the
provisions under the Plan. Each adopting Employer must complete and execute the Adoption Agreement. If the Plan covers Employees
of an Employer other than the Employer that executes the Employer Signature Page of the Adoption Agreement, such additional Employer(s)
must execute a Participating Employer Adoption Page under the Adoption Agreement. (See Section 16 for rules applicable to adoption
by Participating Employers.) An Employer may adopt more than one Adoption Agreement associated with this Plan document. Each executed
Agreement is treated as a separate Plan. The Employer may adopt either a Nonstandardized or Standardized Plan document.



 


		1.06	ADP Test (Actual Deferral Percentage Test).
The special nondiscrimination test that applies to Salary Deferrals under the Profit Sharing/401(k) Plan. See Section 6.01(a).



 


		1.07	After-Tax Employee Contributions. Employee
Contributions that may be made to the Plan by a Participant that are included in the Participant’s gross income in the year
such amounts are contributed to the Plan and are maintained under a separate After-Tax Employee Contribution Account to which
earnings and losses are allocated. See Section 3.06. For this purpose, Roth Deferrals are not considered as After-Tax Employee
Contributions.



 


		1.08	Alternate Payee. A person designated to
receive all or a portion of the Participant’s benefit pursuant to a QDRO. See Section 11.06.



 


		1.09	Anniversary Years. An alternative period
for measuring Eligibility Computation Periods (under Section 2.03(a)(3)) and Vesting Computation Periods (under Section 7.06).
An Anniversary Year is any 12-month period which commences with the Employee’s Employment Commencement Date or which commences
with the anniversary of the Employee’s Employment Commencement Date.



 






    
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		1.10	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
5.03(c)(1) for the definition of Annual Additions.



 


		1.11	Annuity Starting 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 Annuity Starting Date applies to any subsequent distribution. If distribution is made in the form of an annuity, the
Annuity Starting Date is the first day of the first period for which annuity payments are made. See Section 9.02(d).



 


		1.12	Automatic Contribution Arrangement. An
Automatic Contribution Arrangement is a 401(k) Plan that provides for automatic deferrals for eligible Participants who do not
make an affirmative election to defer (or not to defer) under the Plan. The Employer may elect under AA §6A-8 of the Profit
Sharing/401(k) Plan Adoption Agreement to designate the Plan as an Automatic Contribution Arrangement. If the Employer designates
the Plan as an Automatic Contribution Arrangement, the Employer will automatically withhold the amount designated under AA §6A-8
from a Participant’s Plan Compensation, unless the Participant completes a Salary Deferral Election electing a different
deferral amount (including a zero deferral amount).



 


		1.13	Automatic Rollover. For Involuntary Cash-Out
Distributions (as defined in Section 8.06(b)) made on or after March 28, 2005, the Plan Administrator will make a Direct Rollover
to an individual retirement plan (IRA) designated by the Plan Administrator. See Section 8.06.



 


		1.14	Average Contribution Percentage (ACP).
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 6.02(a)(1).



 


		1.15	Average Deferral Percentage (ADP). 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 6.01(a)(1).



 


		1.16	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 8.08(c)
for the applicable rules for determining a Participant’s Beneficiaries under the Plan.



 


		1.17	Benefiting Participant. A Participant who
receives an allocation of Employer Contributions or forfeitures as described in Section 3.02(a)(1)(iv)(B)(II). See Section 3.02(a)(1)(iv)(B)(III)
for special rules that apply where a Benefiting Participant does not receive the Minimum Gateway Contribution described in Section
3.02(a)(1)(iv)(B)(III)(a) under the Employee group allocation formula.



 


		1.18	Break in Service. The Computation Period
(as defined in Section 2.03(a)(3) for purposes of eligibility and Section 7.06 for purposes of vesting) during which an Employee
does not complete more than five hundred (500) Hours of Service with the Employer. However, if the Employer elects under AA §4-3(a)
or AA §8-5(a) of the Nonstandardized Plan Adoption Agreement to require less than 1,000 Hours of Service to earn a Year of
Service for eligibility or vesting purposes, a Break in Service will occur for any 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 for eligibility or vesting
purposes, as applicable. However, if the Elapsed Time method applies under AA §4-3 (for purposes of eligibility) or AA §8-5
(for purposes of vesting), an Employee will incur a Break in Service if the Employee incurs at least a one year Period of Severance.
(See Section 2.07 for a discussion of the eligibility Break in Service rules and Section 7.09 for a discussion of the vesting
Break in Service rules.)



 


		1.19	Cash-Out Distribution. A total distribution
made to a terminated Participant in accordance with Section 7.12(a).



 


		1.20	Catch-Up Contributions. Salary Deferrals
made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by a Participant who is aged 50 or
over by the end of the taxable year. See Section 3.03(d).



 


		1.21	Catch-Up Contribution Limit. The annual
limit applicable to Catch-Up Contributions as set forth in Section 3.03(d)(1).



 


		1.22	Code. The Internal Revenue Code of 1986,
as amended.



 


		1.23	Code §415 Limitation. The limit on
the amount of Annual Additions a Participant may receive under the Plan during a Limitation Year. See Section 5.03.



 


		1.24	Collectively Bargained 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. Such Employees may be excluded from the Plan if designated
under AA §3-1. See Section 2.02(b)(1) for additional requirements related to the exclusion of Collectively Bargained Employees.






 






    
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		1.25	Compensation Limit. The maximum amount
of compensation that can be taken into account for any Plan Year for purposes of determining a Participant’s Plan Compensation.
For Plan Years beginning on or after January 1, 1994, and before January 1, 2002, the Compensation Limit taken into account for
determining benefits provided under the Plan for any Plan Year is $150,000, as adjusted for increases in cost-of-living in accordance
with Code §401(a)(17)(B). For any Plan Years beginning on or after January 1, 2002, the Compensation Limit is $200,000, as
adjusted for cost-of-living increased in accordance with Code §401(a)(17)(B). In determining the Compensation Limit for any
applicable period (the "determination period"), the cost-of-living adjustment in effect for a calendar year applies
to any determination period that begins with or within such calendar year.



 


			If a determination period consists of fewer than 12 months, the Compensation Limit for such
                                                                                period is an amount equal to the otherwise applicable Compensation Limit 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
                                                                                a Participant. If Salary Deferrals, Matching Contributions, or After-Tax Employee Contributions are separately determined on
                                                                                the basis of specified periods within the determination period (e.g., on the basis of payroll periods), no proration of the
                                                                                Compensation Limit is required with respect to such contributions.



 


			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 Limit in effect for that prior period. However, solely for purposes of determining a
                                                                                  Participant’s allocations for Plan Years beginning on or after January 1, 2002, the Compensation Limit in effect for
                                                                                  determination periods beginning before that date is $200,000.



 


			In determining the amount of a Participant’s Salary Deferrals under the Profit
                                                                                  Sharing/401(k) Plan, a Participant may defer with respect to Plan Compensation that exceeds the Compensation Limit, provided
                                                                                  the total deferrals made by the Participant satisfy the Elective Deferral Dollar Limit and any other limitations under the
                                                                                  Plan.



 


		1.26	Computation Period. The 12-consecutive
month period used for measuring whether an Employee completes a Year of Service for eligibility or vesting purposes.



 


		(a)	Eligibility Computation Period. The 12-consecutive month period used for measuring
Years of Service for eligibility purposes. See Section 2.03(a)(3).



 


		(b)	Vesting Computation Period. The 12-consecutive month period used for measuring
Years of Service for vesting purposes. See Section 7.06.



 


		1.27	Current Year Testing Method. A method for
applying the ADP Test and/or the ACP Test under the Profit Sharing/401(k) Plan wherein the Salary Deferrals taken into account
under the ADP Test and the Matching Contributions and/or After-Tax Employee Contributions taken into account under the ACP Test
are based on deferrals and contributions in the current Plan Year. See Section 6.01(a)(2)(ii) for a discussion of the Current
Year Testing Method under the ADP Test and Section 6.02(a)(2)(ii) for a discussion of the Current Year Testing Method under the
ACP Test.



 


		1.28	Custodian. An organization that has custody
of all or any portion of the Plan assets. See Section 12.14.



 


		1.29	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.



 


		1.30	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.



 


		1.31	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) and Treas. Reg. §1.401(a)(9)-4. See Section 8.12(e)(1).



 


		1.32	Determination Date. The date as of which
the Plan is tested for Top Heavy purposes. See Section 4.03(c).



 


		1.33	Determination Year. The Plan Year for which
an Employee’s status as a Highly Compensated Employee is being determined. See Section 1.69(c).



 


		1.34	Differential Pay. Certain payments made
by the Employer to an individual while the individual is performing service in the Uniformed Services. See Section 1.142(e).



 






    
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		1.35	Directed Account. The Plan assets under
a Trust which are held for the benefit of a specific Participant. See Section 10.03(d)(2).



 


		1.36	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 12.02(a).



 


		1.37	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 8.05.



 


		1.38	Disabled. Unless provided otherwise under
AA §9-4(b) of the Nonstandardized Plan Adoption 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. The Plan Administrator may establish reasonable procedures for determining whether a Participant is Disabled.



 


		1.39	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 12.02(b).



 


		1.40	Distribution Calendar Year. A calendar
year for which a minimum distribution is required. See Section 8.12(e)(2).



 


		1.41	Early Retirement Age. The age and/or Years
of Service set forth in AA §7-2 of the Nonstandardized Plan Adoption Agreement. Early Retirement Age may be used to determine
distribution rights and/or vesting rights. If a Participant separates from service before satisfying the age requirement for early
retirement, but has satisfied the service requirement, the Participant will be entitled to elect an early retirement benefit upon
satisfaction of such age requirement. The Plan is not required to have an Early Retirement Age.



 


		1.42	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).



 


		1.43	Effective Date. The date this Plan, including
any restatement or amendment of this Plan, is effective. The Effective Date of the Plan is designated on the Employer Signature
Page under the Adoption Agreement. See Section 14.01(f) for special rules concerning the retroactive effective date of provisions
under the Plan designed to comply with the requirements of the Pension Protection Act of 2006 (PPA).



 


		1.44	Elapsed Time. A special method for crediting
service for eligibility or vesting. See Section 2.03(a)(6) for more information on the Elapsed Time method of crediting service
for eligibility purposes and Section 7.05(b) for more information on the Elapsed Time method of crediting service for vesting
purposes. Also see Section 3.09 for the ability to use the Elapsed Time method for applying allocation conditions under the Plan.



 


		1.45	Elective Deferral Dollar Limit. The maximum
amount of Elective Deferrals a Participant may make for any calendar year. See Section 5.02.



 


		1.46	Elective Deferrals. A Participant's Elective
Deferrals is the sum of all Salary Deferrals (as defined in Section 1.131) and other contributions made pursuant to a Salary Deferral
Election under a SARSEP described in Code §408(k)(6), a SIMPLE IRA plan described in Code §408(p), a plan described
under Code §501(c)(18), and a custodial account or other arrangement described in Code §403(b). Elective Deferrals shall
not include any amounts properly distributed as an Excess Amount under Code §415.



 


		1.47	Eligible Automatic Contribution Arrangement (EACA).
An Automatic Contribution Arrangement that satisfies the requirements for an EACA under Section 3.03(c)(2).



 


		1.48	Eligible Employee. An Employee who is not
excluded from participation under Section 2.02 of the Plan or AA §3-1.



 


		1.49	Eligible Retirement Plan. A qualified retirement
plan or IRA that may receive a rollover contribution. See Section 8.05(a)(2).



 


		1.50	Eligible Rollover Distribution. An amount
distributed from the Plan that is eligible for rollover to an Eligible Retirement Plan. See Section 8.05(a)(1).



 


		1.51	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 not an Eligible Employee under Section 2.02. For purposes of applying the provisions
under this Plan, a Self-Employed Individual is treated as an Employee. A Leased Employee is also treated as an Employee of the
recipient organization, as provided in Section 2.02(b)(4).



 






    
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		1.52	Employer. Except as otherwise provided,
Employer means the Employer that adopts this Plan and any Related Employer. The term Employer also includes an Employee organization
(as defined in ERISA §3(4)) and a Lead Employer of a Multiple Employer Plan (as defined in Section 16.07(b)(1). (See Section
2.02(c) for rules regarding coverage of Employees of Related Employers. Also see Section 16 for rules that apply to Employers
that execute a Participating Employer Adoption Page.)



 


		1.53	Employer Contributions. Contributions
the Employer makes pursuant to AA §6. Under the Profit Sharing/401(k) Plan, Employer Contributions also include any QNECs
the Employer makes pursuant to AA §6D-3 and any Safe Harbor/QACA Safe Harbor Employer Contributions the Employer makes pursuant
to AA §6C-2(b) of the Profit Sharing/401(k) Plan Adoption Agreement. See Section 3.02.



 


		1.54	Employment Commencement Date. The date
the Employee first performs an Hour of Service for the Employer.



 


		1.55	Entry Date. The date on which an Employee
becomes a Participant upon satisfying the Plan’s minimum age and service conditions. See Section 2.03(b).



 


		1.56	Equivalency Method. An alternative method
for crediting Hours of Service for purposes of eligibility and vesting. See Section 2.03(a)(5) for eligibility provisions and
Section 7.05(a)(2) for vesting provisions.



 


		1.57	ERISA. The Employee Retirement Income
Security Act of 1974, as amended.



 


		1.58	ERISA Spending Account. An Account established
to hold excess fees that are remitted to the Plan. See Section 11.05(d).



 


		1.59	Excess Aggregate Contributions. Amounts
which are distributed to correct the ACP Test. See Section 6.02(b)(1).



 


		1.60	Excess Amount. Amounts which exceed
the Code §415 Limitation. See Section 5.03(c)(4).



 


		1.61	Excess Compensation. The amount of Plan
Compensation that exceeds the Integration Level for purposes of applying the permitted disparity allocation formula. See Section
3.02(a)(1)(ii) (Profit Sharing/401(k) Plan) and Section 3.02(b)(2) (Money Purchase Plan).



 


		1.62	Excess Contributions. Amounts which
are distributed to correct the ADP Test. See Section 6.01(b)(1).



 


		1.63	Excess Deferrals. Elective Deferrals
that exceed the Elective Deferral Dollar Limit (as defined in Section 5.02). (See Section 5.02(b) for rules regarding the correction
of Excess Deferrals.)



 


		1.64	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 14.02.



 


		1.65	Family Members. For purposes of applying
the Employee group allocation formula under AA §6-3(e) of the Nonstandardized Profit Sharing or Profit Sharing/401(k) Plan
Adoption Agreement, Family Members include the Spouse, children, parents and grandparents of a Five-Percent Owner, as defined
in Section 1.69(a). See Section 3.02(a)(1)(iv)(B)(I).



 


		1.66	Favorable IRS Letter. An opinion letter
issued by the IRS to a Prototype Sponsor as to the qualified status of a Prototype Plan.



 


		1.67	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 10.03(d)(1).



 


		1.68	Hardship. A heavy and immediate financial
need which meets the requirements of Section 8.10(e).



 


		1.69	Highly Compensated. An Employee or Participant
is Highly Compensated for a Plan Year if he/she is a Five-Percent Owner (as defined in subsection (a)) or has Total Compensation
above the compensation limit (as defined in subsection (b)).



 


		(a)	Five-Percent Owner. An individual is Highly Compensated if at any time during the
Determination Year or Lookback Year, such individual 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, an individual is treated as Highly Compensated if such individual
owns more than 5 percent of the capital or profits interest of the Employer.



 






    
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		(b)	Compensation limit. An individual is Highly Compensated if at any time during the
Lookback Year, such individual has Total Compensation from the Employer in excess of $80,000 (as adjusted) and, if elected under
AA §11-2, is in the Top Paid Group, as defined in subsection (f) below. 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.



 


			In determining whether an Employee or Participant is Highly Compensated, the following
                                                                              definitions apply:



 


		(c)	Determination Year. The Determination Year is the Plan Year for which the Highly
Compensated determination is being made.



 


		(d)	Lookback Year. The Lookback Year is the 12-month period immediately preceding
the Determination Year. If the Plan Year is not the calendar year, the Employer may elect in AA §11-2(b) of the Nonstandardized
Plan Adoption Agreement to use the calendar year that begins in the Lookback Year. This election to use the calendar year as the
Lookback Year only applies for purposes of applying the compensation limit under subsection (b) above and not for purposes of applying
the Five-Percent Owner test in subsection (a) above.



 


		(e)	Total Compensation. Total Compensation
as defined under Section 1.142.



 


		(f)	Top Paid Group. The Top Paid Group is the top 20% of Employees ranked by Total
Compensation. In determining the Top Paid Group, any reasonable method of rounding or tie-breaking may be used. In determining
the number of Employees in the Top Paid Group, Employees described in Code §414(q)(5) or applicable regulations may be excluded.



 


		1.70	Highly Compensated Group. The group
of Highly Compensated Employees who are included in the ADP Test and/or the ACP Test. See Sections 6.01(a) and 6.02(a).



 


		1.71	Hour of Service. Each Employee of the
Employer will receive credit for each Hour of Service he/she works for purposes of applying the eligibility and vesting rules
under the Plan. 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. In the case of Hours of Service to be credited to an Employee in connection
with a period of no more than 31 days which extends beyond one computation period, all such Hours of Service may be credited to
the first computation period or the second computation period. Hours of Service under this subsection (a) must be credited consistently
for all Employees within the same job classifications.



 


		(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 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(s) to which the award or agreement pertains rather than the Computation Period(s) in which



the award, agreement or payment is made.


 


		(d)	Related Employers/Leased Employees.
Hours of Service will be credited for employment with any Related Employer. Hours of Service also include hours credited as a
Leased Employee or as an employee under Code §414(o).



 


		(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,



 






    
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		(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 in the Computation Period
                                                                            in which the absence begins if the crediting is necessary to prevent a Break in Service in that period, or in all other
                                                                            cases, in the following Computation Period.



 


		1.72	In-Plan Roth Conversion Account. An
Account to hold amounts that are converted to Roth Deferrals as part of an In-Plan Roth Conversion, as set forth in 3.03(f).



 


		1.73	Insurer. An insurance company that issues
a life insurance policy on behalf of a Participant under the Plan in accordance with the requirements under Section 10.08.



 


		1.74	Integration Level. The amount used for
purposes of applying the permitted disparity allocation formula. The Integration Level is the Taxable Wage Base, unless the Employer
designates a different amount under the Adoption Agreement. See Section 3.02(a)(1)(ii) (Profit Sharing/401(k) Plan) and Section
3.02(b)(2) (Money Purchase Plan).



 


		1.75	Key Employee. Employees who are taken
into account for purposes of determining whether the Plan is a Top Heavy Plan. See Section 4.03(a).



 


		1.76	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 2.02(b)(4) for rules regarding the treatment of a Leased Employee as
an Employee of the Employer.



 


		1.77	Limitation Year. The measuring period
for determining whether the Plan satisfies the Code §415 Limitation under Section 5.03. See Section 5.03(c)(5).



 


		1.78	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
1.69(d).



 


		1.79	Matching Contributions. Matching Contributions
are contributions made by the Employer on behalf of a Participant on account of Salary Deferrals or After-Tax Employee Contributions
made by such Participant, as designated under AA §6B of the Profit Sharing/401(k) Plan Adoption Agreement. Matching Contributions
may only be made under the Profit Sharing/401(k) Plan. Matching Contributions also include any QMACs the Employer makes pursuant
to AA §6D-4 of the Profit Sharing/401(k) Plan Adoption Agreement and any Safe Harbor/QACA Safe Harbor Matching Contributions
the Employer makes pursuant to AA §6C of the Profit Sharing/401(k) Plan Adoption Agreement. See Section 3.04.



 


		1.80	Maximum Disparity Rate.  The maximum
amount that may be allocated with respect to Excess Compensation under the permitted disparity allocation formula. See Section
3.02(a)(1)(ii) (Profit Sharing/401(k) Plan) and Section 3.02(b)(2) (Money Purchase Plan).



 


		1.81	Minimum Gateway Contribution. The minimum
allocation described in Section 3.02(a)(1)(iv)(B)(III)(a) that must be provided to each Benefiting Participant (as defined in
Section 1.17) in order to use cross-testing to demonstrate compliance with the nondiscrimination requirements under Treas. Reg.
 §1.401(a)(4)-8.



 


		1.82	Multiple Employer Plan. A Plan that
covers Employees of an Employer that does not qualify as a Related Employer. To be a Multiple Employer Plan, an unrelated Employer
must execute a Participating Employer Adoption Page. See Section 16.07 for special rules and definitions that apply to Multiple
Employer Plans.



 


		1.83	Named Fiduciary. The Plan Administrator
or other fiduciary designated under Section 11.03.



 


		1.84	Net Profits. The Employer may elect
under AA §6-4(d) of the Nonstandardized Plan Adoption Agreement to limit any Employer Contribution under the Plan to Net
Profits. Unless modified under AA §6-4(d), 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 contributions made by the
Employer under this Plan or any other qualified plan.



 


		1.85	Nonhighly Compensated. An Employee or
Participant who is not a Highly Compensated Employee. See Section 1.69 for the definition of Highly Compensated Employee.



 






    
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		1.86	Nonhighly Compensated Group. The group
of Nonhighly Compensated Employees included in the ADP Test and/or the ACP Test. See Sections 6.01(a) and 6.02(a).



 


		1.87	Nonvested Participant Break in Service.
Break in Service rule that applies for eligibility and vesting under Sections 2.07(b) and 7.09(c).



 


		1.88	Non-Key Employee. Any Employee who is
not a Key Employee. See Section 4.03(b).



 


		1.89	Normal Retirement Age. The age selected
under AA §7-1. For purposes of applying the Normal Retirement Age provisions under AA §7-1, an Employee’s participation
commencement date is the first day of the first Plan Year in which the Employee commenced participation in the Plan. If the Employer
enforces a mandatory retirement age, the Normal Retirement Age is the lesser of that mandatory age or the age specified in AA
 §7-1.



 


			If the Plan is a Money Purchase Plan or is a Profit Sharing Plan or Profit Sharing/401(k)
                                                                                Plan that accepted a transfer of assets from a pension plan (e.g., a money purchase plan or target benefit plan), then
                                                                                effective May 22, 2007 (for Plans initially adopted on or after May 22, 2007) and effective for the first Plan Year beginning
                                                                                on or after July 1, 2008 (for Plans initially adopted prior to May 22, 2007), or as of the effective date of the transfer of
                                                                                assets, if later, the Normal Retirement Age applicable under AA §7-1 must be reasonably representative of the typical
                                                                                retirement age for the industry in which the Plan Participants work. For this purpose, a Normal Retirement Age of age 62 or
                                                                                above will be deemed to be a reasonable Normal Retirement Age and a Normal Retirement Age under age 55 will be presumed not
                                                                                to satisfy this requirement. If the Normal Retirement Age under AA §7-1 is not reasonably representative of the typical
                                                                                retirement age for the industry in which the Plan Participants work, then, effective as of the first day of the first Plan
                                                                                Year beginning after June 30, 2008, the Normal Retirement Age shall automatically be changed so that any age selected in AA
                                                                                §7-1 is no earlier than age 62 or an age that is determined to be reasonably representative of the typical retirement
                                                                                age for the industry in with the Plan Participants work.



 


			If the Plan is amended to change the Normal Retirement Age to comply with the requirements of
                                                                                  this Section 1.89, such amendment may not result in a violation of Code §§411(a)(9), 411(a)(10), 411(d)(6) or
                                                                                  4980F. Thus, for example, the vested percentage of any Participant may not be reduced solely by a change in the Normal
                                                                                  Retirement Age. For this purpose, the amendment to a later Normal Retirement Age will not violate the anti-cutback
                                                                                  requirements of Code §411(d)(6) merely because it eliminates the right to an in-service distribution prior to the later
                                                                                  Normal Retirement Age.



 


		1.90	Participant. Except as provided under
AA §3-1, a Participant is an Employee (or former Employee) who has satisfied the conditions for participating under the Plan,
as described in Section 2.03 and AA §4-1. 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 Employee as defined in Section 2.02, and satisfies the allocation conditions set forth in Section 3.09.



 


			An Employee is treated as a Participant with respect to Salary Deferrals and After-Tax
                                                                                  Employee Contributions once the Employee has satisfied the eligibility conditions under AA §4-1 for making such
                                                                                  contributions, even if the Employee chooses not to actually make such contributions to the Plan. An Employee is treated as a
                                                                                  Participant with respect to Matching Contributions under the Profit Sharing/401(k) Adoption Agreement once the Employee has
                                                                                  satisfied the eligibility conditions under AA §4-1 for receiving such contributions, even if the Employee does not
                                                                                  receive a Matching Contribution because of the Employee’s failure to make contributions eligible for the Matching
                                                                                  Contribution.



 


		1.91	Participating Employer. An Employer
that adopts this Plan by executing the Participating Employer Adoption Page under the Adoption Agreement. See Section 16 for the
rules applicable to contributions and deductions for contributions made by a Participating Employer. Also see Section 16.07 for
rules regarding the adoption of a Multiple Employer Plan.



 


		1.92	Participating Employer Adoption Page.
The signature page in the Adoption Agreement for a Related Employer to adopt the Plan as a Participating Employer.



 


		1.93	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 2.03(a)(6) for rules regarding eligibility and Section 7.05(b) for rules regarding
vesting.



 


		1.94	Permissive Aggregation Group. Plans
that are not required to be aggregated to determine whether the Plan is a Top Heavy Plan. See Section 4.03(d).



 


		1.95	Plan. The Plan is the retirement plan
established or continued by the Employer for the benefit of its Employees under this Plan document. The Plan consists of the basic
plan document and the elections made under the Adoption Agreement. The basic plan document is the portion of the Plan that contains
the non-elective provisions. The Employer may supplement or modify the basic plan document through its elections in the Adoption
Agreement or by separate governing documents that are expressly authorized by the Plan. If the Employer adopts more than one Adoption
Agreement under this Plan, then each executed Adoption Agreement represents a separate Plan.



 






    
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		1.96	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. The Employer may designate under AA §2 of the Nonstandardized Plan Adoption
Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement another person to take on the role of Plan Administrator
as set forth under ERISA §3(16). To the extent an individual named as Plan Administrator does not take on all responsibilities
of the Plan Administrator as set forth in Section 11.04, the Employer will remain as Plan Administrator with respect to such responsibilities.
If another Employer has executed a Participating Employer Adoption Page, the Employer referred to in this Section is the Employer
that executes the Employer Signature Page of the Adoption Agreement. A Plan Administrator also includes a Qualified Termination
Administrator (QTA) that assumes the responsibilities of Plan Administrator pursuant to Section 14.03(c).



 


		1.97	Plan Compensation. Plan Compensation
is Total Compensation, as modified under AA §5-3, which is actually paid to an Employee during the determination period (as
defined in subsection (b) below). In determining Plan Compensation, the Employer may elect under AA §5-3 to exclude all Elective
Deferrals (as defined in Section 1.46), pre-tax contributions to a cafeteria plan or a Code §457 plan, and qualified transportation
fringes under Code§132(f)(4). In addition, the Employer may elect under AA §5-3 to exclude other designated elements
of compensation.



 


			Plan Compensation generally includes amounts an Employee earns with a Participating Employer
                                                                                and amounts earned with a Related Employer (even if the Related Employer has not executed a Participating Employer Adoption
                                                                                Page under the Adoption Agreement). However, the Employer may elect under AA §5-3(h) of the Nonstandardized Plan
                                                                                Adoption Agreement to exclude all amounts earned with a Related Employer that has not executed a Participating Employer
                                                                                Adoption Page.



 


			Generally, the Plan may use any definition of Plan Compensation for allocation purposes, even
                                                                             if such definition does not meet the requirements of Code §414(s). However, if Plan Compensation is also used as Testing
                                                                             Compensation for purposes of demonstrating compliance with the nondiscrimination requirements under Code §401(a)(4) or
                                                                             the ADP and/or ACP Tests, or if the contribution formulas under the Plan is designed to satisfy a nondiscrimination safe
                                                                             harbor, and compensation elements are excluded from the definition of Plan Compensation that do not meet the safe harbor
                                                                             exclusions set forth in Treas. Reg. §1.414(s)-1, additional nondiscrimination testing may be required. (See the
                                                                             discussion under Testing Compensation in Section 1.138 and the discussion regarding safe harbor formulas
under subsection (a) below.)



 


			In no case may Plan Compensation for any Participant exceed the Compensation Limit (as
                                                                            defined in Section 1.25).



 


		(a)	Application to safe harbor formulas. If the Plan provides for Employer Contributions
using the permitted disparity allocation method or if the Plan is a Safe Harbor 401(k) Plan, the compensation used for Plan Compensation
must meet a safe harbor definition of compensation as set forth in Treas. Reg. §1.414(s)-1(c)(3). Therefore, any exclusions
from Plan Compensation that do not meet the safe harbor exclusions set forth in Treas. Reg. §1.414(s)-1, as described under
Section 1.138 below, will apply only to Highly Compensated Employees for purposes of determining allocations under the permitted
disparity allocation method or for purposes of applying the Safe Harbor 401(k) Plan provisions under Section 6.04. In addition,
any election to exclude compensation above a specific dollar amount under AA §5-3 of the Profit Sharing/401(k) Plan Adoption
Agreement will not apply for purposes of determining Safe Harbor/QACA Safe Harbor Contributions for Nonhighly Compensated Employees.
The Employer may elect to restrict any of the exclusions under AA §5-3 solely to
Highly Compensated Employees for other contribution formulas by designating such restriction in AA §5-3(l) of the
Nonstandardized Plan Adoption Agreement. (If the Employer adopts the Standardized Plan Adoption Agreement, the definition of
Plan Compensation must satisfy a safe harbor definition of compensation for all purposes under the Plan. Thus, the only
exclusions allowed under the Standardized Profit Sharing/401(k) Plan Adoption Agreement are safe harbor exclusions permitted
under Treas. Reg. §1.414(s)-1(c). Any additional exclusions under the Standardized Profit Sharing/401(k) Plan Adoption
Agreement will apply solely to Highly Compensated Employees.)



 


			The Employer may elect to exclude specific types of compensation for purposes of determining
                                                                             the amount that may be made as Salary Deferrals under a Safe Harbor 401(k) Plan, provided that each eligible Nonhighly
                                                                             Compensated Employee is permitted to make Salary Deferrals under a definition of Plan Compensation that would be a reasonable
                                                                             definition of compensation within the meaning of Treas. Reg. §1.414(s)-1(d)(2). Thus, the definition of Plan
                                                                             Compensation from which Salary Deferrals may be made is not required to satisfy the nondiscrimination requirement of
                                                                             §1.414(s)-1(d)(3). See Section 6.04(b)(6) for special rules that apply with respect to Salary Deferrals under a QACA
                                                                             Safe Harbor 401(k) Plan.



 


			The Employer may elect to exclude specific types of compensation for purposes of determining
                                                                             the amount that may be made as Salary Deferrals under a Safe Harbor 401(k) Plan, provided that each eligible Nonhighly
                                                                             Compensated Employee is permitted to make Salary Deferrals under a definition of Plan Compensation that would be a reasonable
                                                                             definition of compensation within the meaning of Treas. Reg. §1.414(s)-1(d)(2). Thus, the definition of Plan
                                                                             Compensation from which Salary Deferrals may be made is not required to satisfy the nondiscrimination requirement of
                                                                             §1.414(s)-1(d)(3). See Section 6.04(b)(6) for special rules that apply with respect to Salary Deferrals under a QACA
                                                                             Safe Harbor 401(k) Plan.



 






    
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		(b)	Determination period. Unless designated
otherwise under AA §5-4(a) of the Nonstandardized Plan Adoption Agreement, Plan Compensation is determined based on the Plan
Year. Alternatively, the Employer may elect under AA §5-4 of the Nonstandardized Plan Adoption Agreement to determine Plan
Compensation on the basis of the calendar year ending in the Plan Year or any other 12-month period ending in the Plan Year. If
the determination period is the calendar year or other 12-month period ending in the Plan Year, for any Employee whose date of
hire is less than 12 months before the end of the designated 12-month period, Plan Compensation will be determined over the Plan
Year. (If the Employer adopts the Standardized Profit Sharing/401(k) Plan Adoption Agreement, Plan Compensation is determined
on the basis of the Plan Year.)



 


		(c)	Partial period of participation. If an Employee is a Participant for only part
of a Plan Year, Plan Compensation may be determined over the entire Plan Year or over the period during which such Employee is
a Participant. In determining whether an Employee is a Participant for purposes of applying this subsection (c), the Employee’s
status will be determined solely with respect to the contribution type for which the definition of Plan Compensation is being determined.
To the extent this subsection (c) applies to Salary Deferrals, any limitations on the amount of Salary Deferrals permitted under
AA §6A-2 of the Profit Sharing/401(k) Plan Adoption Agreement will be determined using the definition of Plan Compensation
as determined under AA §5-4. However, this subsection (c) does not affect the amount of Salary Deferrals elected under the
Salary Deferral Election which is generally determined for each separate payroll period. Plan Compensation does not include any
amounts earned for any period while an individual is not an Eligible Employee (as defined in Section 2.02).



 


		1.98	Plan Year. The 12-consecutive month period
designated under AA §2-4 on which the records of the Plan are maintained. The Plan Year can be a 52-53 week period by designating
the appropriate ending date in AA §2-4(b). If the Plan Year is amended to create a Short Plan Year or if a new Plan has an
initial Short Plan Year, the Employer may document such Short Plan Year under AA §2-4(c). (See Section 11.08 for special
rules that apply to Short Plan Years.)



 


		1.99	Predecessor Employer. An employer that
previously employed the Employees of the Employer. See Sections 2.06 (eligibility), 3.09(c) (allocation conditions) and 7.08 (vesting)
for the rules regarding the crediting of service with a Predecessor Employer.



 


		1.100	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 7.07(a).



 


		1.101	Pre-Tax Deferrals. Pre-tax Deferrals are
a Participant's Salary Deferrals that are not includible in the Participant's gross income at the time deferred.



 


		1.102	Prevailing Wage Formula. The Employer may
elect under AA §6-2 of the Nonstandardized Plan Adoption Agreement to provide an Employer Contribution for each Participant
who performs Prevailing Wage Service. (See Sections 3.02(a)(5) and 3.02(b)(6) for special rules regarding the application of the
Prevailing Wage Formula.)



 


		1.103	Prevailing Wage Service. A Participant’s
service used to apply the Prevailing Wage Formula under Sections 3.02(a)(5) and 3.02(b)(6). Prevailing Wage 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.



 


		1.104	Prior Year Testing Method. A method for
applying the ADP Test and/or the ACP Test under the Profit Sharing/401(k) Plan. See Section 6.01(a)(2)(i) for a discussion of
the Prior Year Testing Method under the ADP Test and Section 6.02(a)(2)(i) for a discussion of the Prior Year Testing Method under
the ACP Test.



 


		1.105	Prototype Sponsor. The Prototype Sponsor
is the entity that maintains the Prototype Plan for adoption by Employers. See Section 14.01(a) for the ability of the Prototype
Sponsor to amend this Plan.



 


		1.106	QACA Safe Harbor Contribution. A contribution
authorized under AA §6C-2 of the Profit Sharing/401(k) Plan Adoption Agreement that allows the Plan to qualify as a Qualified
Automatic Contribution Arrangement. A QACA Safe Harbor Contribution may be a QACA Safe Harbor Matching Contribution or a QACA
Safe Harbor Employer Contribution. See Section 6.04(b)(2).



 


		1.107	QACA Safe Harbor Employer Contribution.
An Employer Contribution that satisfies the requirements under Section 6.04(b)(2)(i).



 






    
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		1.108	QACA Safe Harbor Matching Contribution.
A Matching Contribution that satisfies the requirements under Section 6.04(b)(2)(ii).



 


		1.109	Qualified Automatic Contribution Arrangement (QACA).
A 401(k) plan that satisfies the conditions under Section 6.04(b).



 


		1.110	Qualified Domestic Relations Order (QDRO).
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 11.06.



 


		1.111	Qualified Election. An election to waive
the QJSA or QPSA under the Plan. See Section 9.04.



 


		1.112	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 Annuity Starting Date, the QJSA is an immediate annuity payable over the life of the
Participant. See Section 9.02(a).



 


		1.113	Qualified Matching Contribution (QMAC).
A Matching Contribution made by the Employer that satisfies the requirements under Section 3.04(d).



 


		1.114	Qualified Nonelective Contribution (QNEC).
An Employer Contribution made by the Employer that satisfies the requirements under Section 3.02(a)(6).



 


		1.115	Qualified Optional Survivor Annuity (QOSA).
A QOSA is an annuity for the life of the Participant with a survivor annuity for the life of the Participant’s Spouse that
is equal to the applicable percentage of the amount of the annuity that is payable during the joint lives of the Participant and
the Spouse, as determined under Section 9.02(b).



 


		1.116	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 modify the 50% QPSA level under AA §9-2 of the Nonstandardized
Plan Adoption Agreement. See Section 9.03(a).



 


		1.117	Qualified Transfer. A transfer of assets
that satisfies the requirements under Section 14.05(d).



 


		1.118	Qualifying Employer Real Property. Parcels
of real property that are leased from the Plan to the Employer (or to an affiliate of the Employer). The parcels of Employer real
property must be geographically dispersed, and any improvements on the real property must be suitable for more than one use. Investments
in Qualifying Employer Real Property are exempt from the diversification requirements under ERISA §404. See Section 10.06(c)
for limits on the amount of Qualifying Employer Real Property that may be held by the Plan.



 


		1.119	Qualifying Employer Securities. A stock
or marketable obligation (i.e., a bond, debenture, note, certificate or other evidence of indebtedness) of the Employer. A marketable
obligation must satisfy the requirements of ERISA §407(e)(1) and DOL Reg. §2550.407d-5(b). See Section 10.06(c) for
limits on the amount of Qualifying Employer Securities that may be held by the Plan.



 


		1.120	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).



 


		1.121	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 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 16.06 for operating rules that apply when the Employer is a member of a Related Employer group.
Also see Section 16 for rules regarding participation of Employees of Related Employers.



 


		1.122	Required Aggregation Group. Plans which
must be aggregated for purposes of determining whether the Plan is a Top Heavy Plan. See Section 4.03(e).



 


		1.123	Required Beginning Date. The date by which
minimum distributions must commence under the Plan. See Section 8.12(e)(5).



 


		1.124	Rollover Contribution. A contribution made
by an Employee to the Plan attributable to an Eligible Rollover Distribution (as defined in Section 8.05(a)(1) from another qualified
plan or IRA. See Section 3.07 for rules regarding the acceptance of Rollover Contributions under this Plan.



 


		1.125	Roth Deferrals. Roth Deferrals are Salary
Deferrals that are includible in the Participant's gross income at the time deferred and have been irrevocably designated as Roth
Deferrals in the Participant’s Salary Deferral Election. A Participant's Roth Deferrals will be maintained in a separate
Account containing only the Participant's Roth Deferrals and gains and losses attributable to those Roth Deferrals. See Section
3.03(e).



 






    
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		1.126	Safe Harbor 401(k) Plan. A 401(k) plan
that satisfies the safe harbor conditions under Section 6.04(a) or the QACA safe harbor conditions under Section 6.04(b).



 


		1.127	Safe Harbor Contribution. A contribution
authorized under AA §6C-2 of the Profit Sharing/401(k) Plan Adoption 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 Employer Contribution.
See Sections 6.04(a)(1)(i) and 6.04(a)(1)(ii).



 


		1.128	Safe Harbor Employer Contributions. An
Employer Contribution that satisfies the requirements under Section 6.04(a)(1)(i).



 


		1.129	Safe Harbor Matching Contributions.
A Matching Contribution that satisfies the requirements under Section 6.04(a)(1)(ii).





 


		1.130	Salary Deferral Election. An agreement
between a Participant and the Employer, whereby the Participant elects to have a specific percentage or dollar amount withheld
from his/her Plan Compensation and the Employer agrees to contribute such amount into the Profit Sharing/401(k) Plan. See Section
3.03(a).



 


		1.131	Salary Deferrals. Amounts contributed to
the Profit Sharing/401(k) Plan at the election of the Participant, in lieu of cash compensation, which are made pursuant to a
Salary Deferral Election or other deferral mechanism. Salary Deferrals include Roth Deferrals and Pre-Tax Deferrals. Salary Deferrals
shall not include any amounts properly distributed as an Excess Amount under Code §415 pursuant to Section 5.03(e). An Employee’s
Salary Deferrals are treated as employer contributions for all purposes under this Plan, except as otherwise provided under the
Code or Treasury regulations. See Section 3.03.



 


		1.132	Self-Employed Individual. An individual
who has Earned Income (as defined in Section 1.42) 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.



 


		1.133	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 11.08 for the operational rules that apply if the Plan has
a Short Plan Year.



 


		1.134	Spouse. Subject to any additional guidance
by the IRS or other agency or court, a Spouse is any individual who is lawfully married to the Participant under a state or foreign
jurisdiction, without regard to the location of the Employer or the state where the Participant and Spouse are domiciled. 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 valid QDRO.



 


		1.135	Targeted QMACs. QMACs that are allocated
under the Targeted QMAC allocation method under Section 3.04(d)(2).



 


		1.136	Targeted QNECs. QNECs that are allocated
under the Targeted QNEC allocation method under Section 3.02(a)(6)(ii)(B).



 


		1.137	Taxable Wage Base. The maximum amount of
wages taken into account for Social Security purposes. The Taxable Wage Base is used to determine the Integration Level for purposes
of applying the permitted disparity allocation formula. See Section 3.02(a)(1)(ii) (Profit Sharing/401(k) Plan) and Section 3.02(b)(2)
(Money Purchase Plan).



 


		1.138	Testing Compensation. The compensation
used for purposes of the nondiscrimination tests under Code §401(a)(4) and the ADP and ACP Tests. In determining the Testing
Compensation used for purposes of applying the nondiscrimination and ADP and ACP Tests, the Plan Administrator is not bound by
any elections made under AA §5 with respect to Total Compensation or Plan Compensation under the Plan. Thus, the Plan Administrator
may use Total Compensation or any other nondiscriminatory definition of compensation under Code §414(s) and the regulations
thereunder. The Plan Administrator may determine on an annual basis (and within its discretion) the components of Testing Compensation,
provided such definition is applied consistently to all Participants.



 


		 	In determining whether a definition of Plan Compensation or Testing Compensation satisfies a
                                                                              nondiscriminatory definition of compensation under Code §414(s), the Plan may use any allowable exclusion under Treas.
                                                                              Reg. §1.414(s)-1. For this purpose, an exclusion of any of the following compensation items is deemed to qualify as a
                                                                              safe harbor nondiscriminatory definition of compensation under Code §414(s):



 


		(a)	All Elective Deferrals (as defined in Section 1.46 of the Plan), pre-tax contributions to a cafeteria
plan or a Code §457 plan, and qualified transportation fringes under Code §132(f)(4);



 






    
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		(b)	All fringe benefits (cash and noncash), reimbursements or other expense allowances, moving expenses,
deferred compensation, and welfare benefits;



 


		(c)	Differential Pay as defined in Section 1.142(e);



 


		(d)	Compensation above a specific dollar amount; and



 


		(e)	Any other amounts to the extent such exclusions are limited
to only Highly Compensated Employees.



 


			In addition, a definition of Plan Compensation or Testing Compensation will satisfy a
                                                                               nondiscriminatory definition of compensation under Code §414(s) if the definition of compensation qualifies as a
                                                                               reasonable definition of compensation as set forth in Treas. Reg. §1.414(s)-1(d), including the additional
                                                                               nondiscrimination testing required under Treas. Reg. §1.414(s)-1(d)(3).



 


			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 a Participant under the
                                                                                       component of the Plan being tested. In no event may Testing Compensation for any Participant exceed the Compensation Limit
                                                                                       defined in Section 1.25.



 


		1.139	Top Paid Group. The top 20% of Employees
ranked by Total Compensation for purposes of determining status as a Highly Compensated Employee. See Section 1.69(f).



 


		1.140	Top Heavy. A Plan is Top Heavy if it satisfies
the conditions under Section 4.01. A Top Heavy Plan must provide certain minimum benefits to Non-Key Employees. See Section 4.04.



 


		1.141	Top Heavy Ratio. The ratio used to determine
whether the Plan is a Top Heavy Plan. See Section 4.02.



 


		1.142	Total Compensation. A Participant’s
compensation for services with the Employer, as defined in this Section 1.142. Total Compensation may be defined in AA §5-1
of the Nonstandardized Plan Adoption Agreement to be either W-2 Wages, Wages under Code §3401(a), or Code §415 Compensation.
Each definition of Total Compensation includes Elective Deferrals (as defined in Section 1.46), elective contributions to a cafeteria
plan under Code §125 or to an eligible deferred compensation plan under Code §457, and elective contributions that are
not includible in the Employee’s gross income as a qualified transportation fringe under Code §132(f)(4).



 


			For a Self-Employed Individual, Total Compensation means Earned Income (as defined in Section
                                                                             1.42).



 


		(a)	Total Compensation definitions. The Employer
may elect under AA §5-1 of the Nonstandardized Plan Adoption Agreement to define Total Compensation as any of the following
definitions:



 


		(1)	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.



 


		(2)	Wages under Code §3401(a). 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.



 


		(3)	Code §415 Compensation. 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, including amounts
that are includible in the gross income of an Employee under the rules of Code §409A or §457(f)(1)(A) or because the
amounts are constructively received by the Employee. 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 expense allowances
under a nonaccountable plan (as described in Treas. Reg. §1.62-2(c)), and excluding the following:



 


		(i)	Employer contributions (other than elective contributions
described in Code §402(e)(3), §408(k)(6), §408(p)(2)(A)(i), or §457(b)) to a plan of deferred compensation
(including a SEP described in Code §408(k) or a SIMPLE IRA described in Code §408(p), and whether or not qualified)
to the extent such contributions are not includible in the Employee’s gross income for the taxable year in which contributed,
and any distributions (whether or not includible in gross income when distributed) from a plan of deferred compensation (whether
or not qualified);



 






    
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		(ii)	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.



 


		(iii)	Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option.



 


		(iv)	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).



 


		(b)	Post-severance compensation. Effective for the first Limitation Year beginning
on or after July 1, 2007, Total Compensation includes compensation that is paid after an Employee severs employment with the Employer,
provided the compensation is paid by the later of 21⁄2 months after severance from employment with the Employer maintaining
the Plan or the end of the Limitation Year that includes such date of severance from employment. For this purpose, compensation
paid after severance of employment may only be included in Total Compensation to the extent such amounts would have been included
as compensation if they were paid prior to the Employee’s severance from employment.



 


			For purposes of applying this subsection (b), unless designated otherwise under AA §5-2,
                                                                                   the following amounts that are paid after a Participant’s severance of employment are included in Total
                                                                                   Compensation:



 


		(1)	Regular pay. Compensation for services
during the Employee’s regular working hours, or compensation for services outside the Employee’s regular working hours
(such as overtime or shift differential), commissions, bonuses, or other similar payments;



 


		(2)	Unused leave payments. Payment for unused
accrued bona fide sick, vacation, or other leave, but only if the Employee would have been able to use the leave if employment
had continued; and



 


		(3)	Deferred compensation. Payments received by an Employee pursuant to a nonqualified
unfunded deferred compensation plan, but only if the payment would have been paid to the Employee at the same time if the Employee
had continued in employment and only to the extent that the payment is includible in the Employee’s gross income.



 


			Other post-severance payments (such as severance pay, parachute payments within the meaning
                                                                              of Code §280G(b)(2), or post-severance payments under a nonqualified unfunded deferred compensation plan that would not
                                                                              have been paid if the Employee had continued in employment) are not included as Total Compensation, even if such amounts are
                                                                              paid within the time period described in this subsection (b).



 


			In determining the amount of a Participant’s Employer Contributions, Matching
                                                                              Contributions or Salary Deferrals, Plan Compensation may not include any amounts that do not satisfy the requirements of this
                                                                              subsection (b) or subsection (c). If Total Compensation is defined to include post-severance compensation, the Employer may
                                                                              elect to exclude all such compensation paid after termination of employment from the definition of Plan Compensation under AA
                                                                              §5-3(j) or may elect to exclude any of the specific types of post-severance compensation defined in subsections (1), (2)
                                                                              and/or (3) above, by designating such compensation types under AA §5-3(l) of the Nonstandardized Plan Adoption
                                                                              Agreement. The exclusion of post-severance compensation from the definition of Plan Compensation that is otherwise includible
                                                                              in Total Compensation may cause the Plan to fail the nondiscriminatory compensation rules under Treas. Reg. §1.414(s)-
                                                                              1.



 


		(c)	Continuation payments for disabled Participants. Unless designated otherwise under
AA §5-2, Total Compensation does not include compensation paid to a Participant who is permanently and totally disabled (as
defined in Code §22(e)(3)). If elected under AA §5-2,
the Plan may take into account compensation the Participant would have received for the year if the Participant was paid at the
rate of compensation paid immediately before becoming permanently and totally disabled (if such compensation is greater than the
Participant’s compensation determined without regard to this subsection (c)), provided contributions made with respect to
amounts treated as compensation under this subsection (c) are nonforfeitable when made.



 


			If so elected under AA §5-2, payment to disabled Participants will be included as Total
                                                                              Compensation, notwithstanding the rules under subsection (b). The Employer may elect under AA §5-2 to apply this rule
                                                                              only to Nonhighly Compensated Employees or to all Participants.



 






    
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Prototype
Defined Contribution Plan

Section 1 – Plan Definitions




 


		(d)	Deemed §125 compensation.  A reference to elective contributions under a Code
 §125 cafeteria plan includes any amounts that are not available to a participant in cash in lieu of group health coverage
because the Participant is unable to certify that he or she has other health coverage. Such deemed §125 compensation will
be treated as an amount under Code §125 only if the Employer does not request or collect information regarding the Participant’s
other health coverage as part of the enrollment process for the health plan. If the Employer elects under AA §5-3(i) of the
Nonstandardized Plan Adoption Agreement to exclude deemed §125 compensation from the definition of Plan Compensation, such
exclusion also will apply for purposes of determining Total Compensation under this Section 1.142.



 


		(e)	Differential Pay. Effective for years
beginning on or after January 1, 2009, in the case of an individual who receives Differential Pay from the Employer:



 


		(1)	such individual will be treated as an Employee of
the Employer making the payment, and



 


		(2)	the Differential Pay shall be treated as wages and
will be included in calculating an Employee’s Total Compensation under the Plan.



 


			If all Employees performing service in the Uniformed Services are entitled to receive
                                                                              Differential Pay on reasonably equivalent terms and are eligible to make contributions based on the payments on reasonably
                                                                              equivalent terms, the Plan shall not be treated as failing to meet the requirements of any provision described in Code
                                                                              §414(u)(1)(C) by reason of any contribution or benefit based on Differential Pay. However, for purposes of applying this
                                                                              subparagraph, the provisions of Code §§410(b)(3), (4), and (5) shall apply. To the extent provided under AA
                                                                              §5-3, the Employer may elect to exclude Differential Pay from the definition of Plan Compensation.



 


			For purposes of this subsection (e), Differential Pay means any payment which is made by an
                                                                              Employer to an individual while the individual is performing service in the Uniformed Services while on active duty for a
                                                                              period of more than 30 days, and represents all or a portion of the wages the individual would have received from the
                                                                              Employer if the individual were performing services for the Employer. In applying the provisions of this subsection (e),
                                                                              Uniformed Services are services as described in Code §3401(h)(2)(A).



 


		1.143	Trust. The Trust is the separate funding
vehicle under the Plan.



 


		1.144	Trustee. The Trustee is the person or
persons (or any successor to such person or persons) identified in the Adoption Agreement or under a separate Trust document.
The Trustee may be a Discretionary Trustee or a Directed Trustee. See Section 12 for the rights and duties of a Trustee under
this Plan.



 


		1.145	Valuation Date. The date or dates upon
which Plan assets are valued. Plan assets will be valued as of the last day of each Plan Year. In addition, the Employer may elect
under AA §11-1 to establish additional Valuation Dates. Notwithstanding any election under AA §11-1, Plan assets may
be valued on a more frequent basis within the complete discretion of the Employer. See Section 10.02.



 


		1.146	Year of Service. A Year of Service is
a 12-consecutive month Computation Period during which an Employee completes 1,000 Hours of Service. For purposes of applying
the eligibility rules under Section 2.03 of the Plan, an Employee will earn a Year of Service if he/she completes 1,000 Hours
of Service with the Employer during an Eligibility Computation Period (as defined in Section 2.03(a)(3)). For purposes of applying
the vesting rules under Section 7.05, an Employee will earn a Year of Service if he/she completes 1,000 Hours of Service with
the Employer during a Vesting Computation Period (as defined in Section 7.06). The Employer may elect under AA §4-3(a) (for
eligibility purposes) and AA §8-5(a) (for vesting purposes) of the Nonstandardized Plan Adoption Agreement to require the
completion of any lesser number of Hours of Service to earn a Year of Service. Alternatively, the Employer may elect to apply
the Elapsed Time method (for eligibility and/or vesting purposes) in calculating an Employee’s Years of Service under the
Plan.



 






    
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Prototype Defined
Contribution Plan


Section
2 – Eligibility and Participation









 


SECTION 2


ELIGIBILITY AND
PARTICIPATION


 


	2.01	Eligibility. In order to
                                         participate in the Plan, an Employee must be an Eligible Employee (as defined in Section
                                         2.02) and must satisfy the Plan’s minimum age and service conditions (as defined
                                         in Section 2.03). Once an Employee satisfies the Plan’s minimum age and service
                                         conditions, such Employee shall become a Participant on the appropriate Entry Date (as
                                         selected in AA §4-2). An Employee who meets the minimum age and service requirements
                                         set forth herein, but who is not an Eligible Employee, will be eligible to participate
                                         in the Plan only upon becoming an Eligible Employee. For purposes of determining eligibility
                                         to make Salary Deferrals, an Employee will be deemed to commence participation on a timely
                                         basis if the Employee is permitted to commence making Salary Deferrals as soon as administratively
                                         feasible after satisfying the eligibility conditions under the Plan.



 


	2.02	Eligible Employees. Unless
                                         specifically excluded under AA §3-1 or AA §6C-3 of the Profit Sharing/401(k)
                                         Plan Adoption Agreement or under this Section 2.02, all Employees of the Employer are
                                         Eligible Employees. AA §3-1 lists various classes of Employees that may be excluded
                                         from Plan participation. If an Employee is not an Eligible Employee (e.g., such Employee
                                         is a member of a class of Employees excluded under AA §3-1), that individual may
                                         not participate under the Plan, unless he/she subsequently becomes an Eligible Employee.



 


		(a)	Only
                                         Employees may participate in the Plan. To participate in the Plan, an individual
                                         must be an Employee. If an individual is not an Employee (e.g., the individual performs
                                         services with the Employer as an independent contractor) such individual may not participate
                                         under the Plan. If an individual who is classified as a non-Employee is later determined
                                         by the Employer or by a court or other government agency to be an Employee of the Employer,
                                         the reclassification of such individual as an Employee will not create retroactive rights
                                         to participate in the Plan. Thus, for example, if the IRS or DOL should find that an
                                         independent contractor is really an Employee, such individual will be eligible to participate
                                         in the Plan as of the date the IRS or DOL issues a final determination declaring such
                                         individual to be an Employee (provided the individual has satisfied all conditions for
                                         participating in the Plan (as described in this Section 2)). 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 or mandated by
                                         a court or government agency, or as set forth in an amendment adopted by the Employer.



 


		(b)	Excluded
                                         Employees. The Employer may elect under AA §3-1 to exclude designated classes
                                         of Employees. Under the Profit Sharing/401(k) Plan Adoption Agreement, the Employer may
                                         elect to exclude different classes of Employees for Salary Deferrals, Matching Contributions,
                                         and Employer Contributions. Unless provided otherwise under AA §3-1(k) of the Nonstandardized
                                         Profit Sharing/401(k) Plan Adoption Agreement, for purposes of determining Excluded Employees,
                                         any selections under the Deferral column apply to all Salary Deferrals (including Roth
                                         Deferrals and In-Plan Roth Conversions) and After-Tax Employee Contributions. In addition,
                                         selections under the Deferral column apply to any Safe Harbor/QACA Safe Harbor Contributions,
                                         unless designated otherwise under AA §6C, and also apply to any QNECs and/or QMACs
                                         made under the Plan, unless designated otherwise under AA §6D. The selections under
                                         the Match column apply to Matching Contributions under AA §6B and selections under
                                         the ER column apply to Employer Contributions under AA §6.









 


		(1)	Collectively
                                         Bargained Employees. The Employer may elect under AA §3-1 or under AA §6C-3(b)(3)(i)
                                         of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement to exclude Collectively
                                         Bargained Employees. For this purpose, a Collectively Bargained Employee is 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. Unless designated otherwise under AA §3-1(k) or AA §6C-3(b)(3)(iv)
                                         of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement, any exclusion of
                                         Collectively Bargained Employees will not include any unit of Employees to the extent
                                         the collective bargaining agreement specifically provides for coverage of such Employees
                                         under the Plan. For this purpose, an Employee will not be considered a Collectively Bargained
                                         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 Treas. Reg. §1.410(b)-9.
                                         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. If Employees of only certain bargaining agreements are excluded, the
                                         Employer may list those agreements in AA §3-1(k) or AA §6C-3(b)(3)(iv), as
                                         applicable.






 


		(2)	Nonresident
                                         aliens. The Employer may elect under AA §3-1 or under AA §6C-3(b)(3)(ii)
                                         of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement to exclude Employees
                                         who are nonresident aliens. For this purpose, a nonresident alien 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. If a nonresident alien is not
                                         a Participant in the Plan, such individual’s compensation may be excluded from
                                         Total Compensation to the extent such compensation is not included in gross income and
                                         is not effectively connected with the conduct of a trade or business within the United
                                         States. Any such exclusion must be applied uniformly to all similarly situated Employees.



 






    
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Prototype Defined
Contribution Plan


Section
2 – Eligibility and Participation








 


		(3)	Puerto
                                         Rican Employees. Unless elected otherwise in AA §3-1(k) under the Nonstandardized
                                         Plan Adoption Agreement, Employees who are residents of Puerto Rico are not Eligible
                                         Employees and may not participate in the Plan. Thus, unless elected otherwise under AA
                                         §3-1, no contributions will be made to the Plan by, or on behalf of, residents of
                                         Puerto Rico. In addition, unless elected otherwise under AA §5-3, Plan Compensation
                                         does not include any amounts paid to a Puerto Rican Employee who is not covered under
                                         the Plan. If Puerto Rican Employees are permitted to participate under AA §3-1(k),
                                         additional requirements may apply to ensure the Plan is qualified under Puerto Rican
                                         law. See ERISA §1022(i).



 


		(4)	Leased
                                         Employees. The Employer may elect under AA §3-1(d) of the Nonstandardized
                                         Plan Adoption Agreement or under AA §6C-3(b)(3)(iii) of the Nonstandardized Profit
                                         Sharing/401(k) Plan Adoption Agreement to exclude Leased Employees. Unless designated
                                         otherwise under AA §3-1(d) or AA §6C-3(b)(3)(iii), a Leased Employee is treated
                                         as an Eligible Employee for purposes of applying the eligibility rules under this Section
                                         2. For this purpose, a Leased Employee is any person (other than an Employee of the Employer)
                                         who pursuant to an agreement between the recipient Employer and a leasing organization
                                         performs services for the recipient Employer on a substantially full time basis for a
                                         period of at least one year, and such services are performed under the primary direction
                                         or control of the recipient Employer. Contributions or benefits provided to a Leased
                                         Employee under a plan of the leasing organization which are attributable to services
                                         performed for the recipient Employer shall be treated as provided by the recipient Employer.






 


 A Leased Employee shall not be considered an Employee of the recipient Employer if:




 


		(i)	Such
                                         Employee is covered by a money purchase pension plan providing:



 


		(A)	a
                                         non-integrated Employer contribution of at least ten percent (10%) of compensation, as
                                         defined in Code §415(c)(3), but including amounts contributed pursuant to a Salary
                                         Deferral Election which are excludable from gross income under Code §§125,
                                         402(e)(3), 402(h)(1)(B), 132(f)(4), 403(b) or 457(b);






 


		(B)	immediate
                                         participation; and



 


		(C)	full
                                         and immediate vesting.



 


		(ii)	Leased
                                         Employees do not constitute more than twenty percent (20%) of the recipient's Employer’s
                                         Nonhighly Compensated workforce.






 


		 	The exclusion of Leased Employees is
                                         not available under the Standardized Plan Adoption Agreement.



 


		(5)	Special
                                         restrictions that apply to “short-service” Employees.  The
                                         Employer may designate additional excluded classes of Employees under AA §3-1(k)
                                         of the Nonstandardized Plan Adoption Agreement or under AA §6C-3(b)(3)(iv) of the
                                         Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement. If the Employer elects
                                         under AA §3-1(k) or AA §6C-3(b)(3)(iv) to exclude an additional class of Employees,
                                         such Employee class must be defined in such a way that it precludes Employer discretion
                                         and may not be based on time or service (e.g., part-time Employees). The Employer may
                                         not use AA §3-1(k) or AA §6C-3(b)(3)(iv) to cover only Nonhighly Compensated
                                         Employees with the lowest amount of compensation and/or the shortest periods of service
                                         in order to satisfy the minimum coverage rules.






 


		(6)	Disguised
                                         service conditions. An exclusion of employees by job category may not indirectly
                                         impose an impermissible service condition (i.e., a service condition that fails to satisfy
                                         the requirements of Code §410(a)). The exclusion of part-time Employees, seasonal
                                         Employees, temporary Employees or other job categories may be considered a disguised
                                         service condition where such categories are based solely on the amount of service performed
                                         by those Employees. A disguised service condition will not violate the minimum service
                                         conditions if such Employees are eligible to participate upon completion of a Year of
                                         Service. If the Employer excludes Employees under AA §3-1 or under AA §6C-3
                                         of the Profit Sharing/401(k) Plan Adoption Agreement using a disguised service condition,
                                         such as part-time or seasonal Employee status, and any such Employee completes a Year
                                         of Service, such Employee will no longer be treated as an Excluded Employee.



 


		(c)	Employees
                                         of Related Employers. If the Employer is a member of a Related Employer group,
                                         Employees of each member of the Related Employer group may participate under this Plan,
                                         provided the Related Employer executes a Participating Employer Adoption Page under the
                                         Adoption Agreement. If a Related Employer does not execute a Participating Employer Adoption
                                         Page, any Employees of such Related Employer are not eligible to participate in the Plan.
                                         See Section 16.06 for operating rules that apply when the Employer is a member of a Related
                                         Employer group. Also see Section 16 for rules regarding participation of Employees of
                                         Related Employers. Section 16.08 contains special rules that apply if the Employer adopts
                                         the Standardized Plan Adoption Agreement.



 






    
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Prototype Defined
Contribution Plan


Section
2 – Eligibility and Participation









 


		(d)	Employees
                                         of an Employer acquired as part of a Code §410(b)(6)(C) transaction. The
                                         Employer may designate under AA §3-2 to include/exclude Employees acquired as part
                                         of a Code §410(b)(6)(C) transaction. If no election is made under AA §3-2,
                                         an individual who becomes an Employee of the Employer as part of a Code §410(b)(6)(C)
                                         transaction will be an Eligible Employee as of the date the transaction (unless the Employee
                                         is otherwise excluded under AA §3-1). The Employer may elect under AA §3-2(a)
                                         that an Employee acquired as part of a Code §410(b)(6)(C) transaction will not become
                                         an Eligible Employee until after the expiration of the transition period described in
                                         Code §410(b)(6)(C)(iii) (i.e., the period beginning on the date of the transaction
                                         and ending on the last day of the first Plan Year beginning after the date of the transaction).
                                         For this purpose, a Code §410(b)(6)(C) transaction includes an asset sale, stock
                                         sale or other disposition or acquisition that results in the movement of Employees from
                                         one Employer to another Employer or causes a change in status as a Related Employer group.
                                         (See AA §4-5 for rules regarding the crediting of service with a Predecessor Employer
                                         to determine if an Employee has satisfied the Plan’s minimum age and service conditions).






 


			Regardless
                                         of any selection under AA §3-2, an Employee of a Related Employer will be eligible
                                         to participate under the Plan only if the Related Employer executes a Participating Employer
                                         Adoption Agreement as set forth in subsection (c) above.



 


		(e)	Ineligible
                                         Employee becomes Eligible Employee. If an Employee changes status from an ineligible
                                         Employee to an Eligible Employee, such Employee will become a Participant immediately
                                         on the date he/she changes status to an Eligible Employee, provided the Employee has
                                         satisfied the Plan’s minimum age and service conditions and has passed the Entry
                                         Date (as defined in AA §4-2) that would otherwise have applied had the Employee
                                         been an Eligible Employee. If the Employee’s original Entry Date (determined as
                                         if the Employee was always an Eligible Employee) has not passed as of the date the Employee
                                         becomes an Eligible Employee, the Employee will not become a Participant until such Entry
                                         Date. This requirement is deemed satisfied with respect to Salary Deferrals if the Employee
                                         is permitted to commence making Salary Deferrals under the Plan as soon as administratively
                                         feasible after the Employee becomes an Eligible Employee. If an ineligible Employee has
                                         not satisfied the Plan’s minimum age and service conditions at the time such Employee
                                         becomes an Eligible Employee, such Employee will become a Participant on the appropriate
                                         Entry Date following satisfaction of the Plan’s minimum age and service requirements.






 


		(f)	Eligible
                                         Employee becomes ineligible Employee. If an Employee ceases to qualify as an
                                         Eligible Employee (i.e., the Employee changes status from an eligible class to an ineligible
                                         class of Employees), such Employee will immediately cease to participate in the Plan.
                                         If such Employee should subsequently become an Eligible Employee, he/she will be able
                                         to participate in the Plan in accordance with subsection (e) above.



 


		(g)	Improper
                                         exclusion of eligible Participant. If the Plan improperly excludes a Participant
                                         who has satisfied the requirements under this Section 2 for participating under the Plan,
                                         the Employer may take reasonable action to correct such violation, provided such corrective
                                         action is consistent with the requirements of the Employee Plans Compliance Resolution
                                         System (EPCRS) program. For example, the violation may be corrected by making an additional
                                         contribution to the Plan on behalf of the omitted Participant or by allocating any available
                                         forfeitures under the Plan to such Participant to restore any missed contributions under
                                         the Plan. (See Rev. Proc. 2013-12 or subsequent IRS guidance for a description of the
                                         EPCRS program.)



 


	2.03	Minimum Age and Service Conditions.
                                         AA §4-1 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.
	 	 
	 	Different age and service conditions may be selected under
                                        AA §4-1 of the Profit Sharing/401(k) Plan Adoption Agreement for Salary Deferrals,
                                        Matching Contributions, and Employer Contributions. For purposes of applying the eligibility
                                        conditions under AA §4-1, unless designated otherwise, any selection made under the
                                        Deferral column apply to all Salary Deferrals (including Roth Deferrals and In-Plan Roth
                                        Conversions) and After-Tax Employee Contributions. In addition, selections under the Deferral
                                        column apply to any Safe Harbor/QACA Safe Harbor Contributions, unless designated otherwise
                                        under AA §6C, and also apply to any QNECs and/or QMACs made under the Plan, unless
                                        designated otherwise under AA §6D. The selections under the Match column apply to
                                        Matching Contributions under AA §6B and selections under the ER column apply to Employer
                                        Contributions under AA §6.



 






    
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Prototype Defined
Contribution Plan


Section
2 – Eligibility and Participation









 


		The Employer may elect to apply different minimum
                                         age and service requirements for different groups of Employees or for different contribution
                                         formulas under AA §4-1(c) of the Nonstandardized Plan Adoption Agreement.



 


		(a)	Application
                                         of age and service conditions. The Employer may elect under AA §4-1 to impose
                                         minimum age and service conditions that an Employee must satisfy in order to participate
                                         under the Plan. The Plan may not require an Employee to attain an age older than age
                                         21 or to complete more than one Year of Service. However, the Plan may require an Employee
                                         to complete two Years of Service prior to participating in the Plan if the Employer elects
                                         full and immediate vesting under AA §8. (The Employer may not require an Employee
                                         to complete more than one Year of Service to be eligible to make Salary Deferrals under
                                         the Profit Sharing/401(k) Plan Adoption Agreement.)



 


		(1)	Year
                                         of Service. In applying the minimum service requirements under AA §4-1,
                                         an Employee will earn a Year of Service if the Employee completes at least 1,000 Hours
                                         of Service with the Employer during an Eligibility Computation Period (as defined in
                                         subsection (3) below). The Employer may modify the definition of Year of Service under
                                         AA §4-3(a) of the Nonstandardized Plan Adoption Agreement to require a lesser number
                                         of Hours of Service to earn a Year of Service. An Employee will receive credit for a
                                         Year of Service, as of the end of the Eligibility Computation Period during which the
                                         Employee completes the required Hours of Service needed to earn a Year of Service. An
                                         Employee need not be employed for the entire Eligibility Computation Period to receive
                                         credit for a Year of Service, provided the Employee completes the required Hours of Service
                                         during such period.






 


		(2)	Months
                                         of service.  The Employer may elect under AA§4-1(a) to require a specific
                                         number of Hours of Service during a designated number of months of employment. If an
                                         Employee is required under AA §4-1(a) to complete a certain number of Hours of Service
                                         during a designated period, an Employee generally will satisfy the eligibility conditions
                                         as of the end of the designated period, regardless of whether the Employee is employed
                                         during the entire period. Alternatively, the Employer may elect under AA §4-1(a)(3)(ii)
                                         of the Nonstandardized Plan Adoption Agreement to require an Employee to be employed
                                         continuously throughout the designated period, provided the Employee is eligible to participate
                                         in the Plan upon completing a Year of Service as defined in subsection (1) above.






 


			If
                                         an Employee does not complete the required Hours of Service during the designated period
                                         or does not work continuously during the designated period, if required under AA §4-1(a)(3)(ii),
                                         the Employee will satisfy eligibility upon completion of a Year of Service as defined
                                         in subsection (1) above. For purposes of applying the Year of Service requirement, an
                                         Employee need not be employed during the entire measuring period as long as the Employee
                                         completes the required Hours of Service, as specified under subsection (1) above. For
                                         example, an Employee who is not employed throughout the designated period, if required
                                         under AA §4-1(a)(3)(ii) would still satisfy the eligibility conditions as of the
                                         end of the Eligibility Computation Period if the Employee completes a Year of Service,
                                         regardless of whether the Employee is employed during the entire period.



 


		(3)	Eligibility
                                         Computation Periods. In determining whether an Employee has earned a Year of
                                         Service for eligibility purposes, an Employee’s initial Eligibility Computation
                                         Period is the 12-month period beginning on the Employee’s Employment Commencement
                                         Date. Subsequent Eligibility Computation Periods will either be based on Plan Years or
                                         Anniversary Years (as set forth in AA §4-3).



 


		(i)	Plan
                                         Years. If the Employer elects under AA §4-3 to base subsequent Eligibility
                                         Computation Periods on Plan Years, the Plan will begin measuring Years of Service on
                                         the basis of Plan Years beginning with the first Plan Year commencing after the Employee’s
                                         Employment Commencement Date. Thus, for the first Plan Year following the Employee’s
                                         Employment Commencement Date, the initial Eligibility Computation Period and the first
                                         Plan Year Eligibility Computation Period may overlap. (See Section 11.08 for rules that
                                         apply if there is a Short Plan Year.)






 


		(ii)	Anniversary
                                         Years. If the Employer elects under AA §4-3(b) of the Nonstandardized Plan
                                         Adoption Agreement to base subsequent Eligibility Computation Periods on Anniversary
                                         Years, the Plan will measure Years of Service after the initial Eligibility Computation
                                         Period on the basis of 12-month periods commencing with the anniversaries of the Employee’s
                                         Employment Commencement Date.



 


		(iii)	Two
                                         Years of Service requirement. If a two Years of Service eligibility condition
                                         applies under AA §4-1(a), subsequent Eligibility Computation Periods will be based
                                         on Anniversary Years as defined in subsection (ii) above. However, under the Nonstandardized
                                         Plan, if an Employee fails to earn a Year of Service during the first or second Eligibility
                                         Computation Period, subsequent Eligibility Computation Periods will be determined on
                                         the basis of the Plan Year commencing within the first or second Eligibility Computation
                                         Period, as applicable, and subsequent Plan Years. The Employer may elect under AA §4-3(b)
                                         of the Nonstandardized Plan Adoption Agreement to determine subsequent Eligibility Computation
                                         Periods on the basis of Anniversary Years, rather than Plan Years.






 






    
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Prototype Defined
Contribution Plan


Section
2 – Eligibility and Participation









 


		(iv)	Rehired
                                         Employee. If an Employee is rehired following a Break in Service, the Employee’s
                                         initial Eligibility Computation Period following the Employee’s return to employment
                                         will be measured from the Employee’s Reemployment Commencement Date. Subsequent
                                         Eligibility Computation Periods will be measured based on the Plan Year or anniversaries
                                         of the Reemployment Commencement Date, as designated under subsection (i) or (ii) above.
                                         For this purpose, an Employee's Reemployment Commencement Date is the first day the Employee
                                         is entitled to be credited with an Hour of Service after the first Eligibility Computation
                                         Period in which the Employee incurs a Break in Service.



 


		(4)	Hours
                                         of Service. In calculating an Employee’s Hours of Service for purposes
                                         of applying the eligibility rules under this Section 2.03, the Employer will count the
                                         actual Hours of Service an Employee works during the year. (See Section 1.71 for the
                                         definition of Hours of Service). The Plan may permit an Employer to elect under AA §4-3
                                         to use the Equivalency Method or Elapsed Time method (instead of counting the actual
                                         Hours of Service an Employee works). (See subsections (5) and (6) below for a description
                                         of the Equivalency Method and Elapsed Time method of crediting service.)



 


		(5)	Equivalency
                                         Method. Instead of counting actual Hours of Service in applying the minimum service
                                         conditions under this Section 2.03, if allowed under AA §4-3, the Employer may elect
                                         to determine Hours of Service based on the Equivalency Method. Under the Equivalency
                                         Method, an Employee receives credit for a specified number of Hours of Service based
                                         on the period worked with the Employer.






 


		(i)	Monthly.
                                         Under the monthly Equivalency Method, an Employee is credited with 190 Hours
                                         of Service for each calendar month during which the Employee completes at least one Hour
                                         of Service with the Employer.



 


		(ii)	Daily.
                                         Under the daily Equivalency Method, an Employee is credited with 10 Hours of
                                         Service for each day during which the Employee completes at least one Hour of Service
                                         with the Employer.



 


		(iii)	Weekly.
                                         Under the weekly Equivalency Method, an Employee is credited with 45 Hours of
                                         Service for each week during which the Employee completes at least one Hour of Service
                                         with the Employer.



 


		(iv)	Semi-monthly.
                                         Under the semi-monthly Equivalency Method, an Employee is credited with 95 Hours
                                         of Service for each semi-monthly period during which the Employee completes at least
                                         one Hour of Service with the Employer.



 


		(6)	Elapsed
                                         Time method. Instead of counting actual Hours of Service in applying the minimum
                                         service requirements under this Section 2.03, if allowed under AA §4-3, the Employer
                                         may elect to apply the Elapsed Time method for calculating an Employee’s service
                                         with the Employer. Under the Elapsed Time method, an Employee receives credit for the
                                         aggregate period of time worked for the Employer commencing with the Employee's first
                                         day of employment (or reemployment, if applicable) and ending on the date the Employee
                                         begins a Period of Severance 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
                                         in terms of days.



 


		(i)	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:



 


		(A)	by
                                         reason of the pregnancy of the Employee,



 


		(B)	by
                                         reason of the birth of a child of the Employee,



 






    
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		(C)	by
                                         reason of the placement of a child with the Employee in connection with the adoption
                                         of such child by the Employee, or



 


		(D)	for
                                         purposes of caring for a child of the Employee for a period beginning immediately following
                                         the birth or placement of such child.



 


		(ii)	Related
                                         Employers/Leased Employees. For purposes of applying the Elapsed Time method,
                                         service will be credited for employment with any Related Employer. Service also will
                                         be credited for any service as a Leased Employee or as an employee under Code §414(o).



 


		(7)	Amendment
                                         of age and service requirements. If the Plan’s minimum age and service
                                         conditions are amended, the amendment may consider an Employee who is a Participant immediately
                                         prior to the effective date of the amendment as satisfying the amended requirements or
                                         may require all Employees to satisfy the amended minimum age and service conditions.
                                         If an Employee has not satisfied the minimum age and service conditions as of the effective
                                         date of the amendment, the Employee must satisfy the eligibility requirements as amended.
                                         This provision may be modified under the special Effective Date provisions under Appendix
                                         A of the Adoption Agreement or under a separate amendment implementing the updated minimum
                                         age and service provisions.



 


		(i)	Change
                                         to Elapsed Time method. If the service crediting method is changed from an Hours
                                         of Service method to the Elapsed Time method, the amount of service credited to an Employee
                                         will equal the sum of the service under subsections (A) and (B) below. For this purpose,
                                         a change in service crediting method will occur if the Plan is amended to change the
                                         service crediting method or if the service crediting method is changed as a result of
                                         an Employee’s change in employment status.



 


		(A)	The
                                         number of Years of Service equal to the number of Years of Service credited under the
                                         Hours of Service method before the Eligibility Computation Period during which the change
                                         to the Elapsed Time method occurs.



 


		(B)	For
                                         the Eligibility Computation Period in which the change occurs, the greater of:



 


		(I)	the
                                         period of service that would be credited under the Elapsed Time method from the first
                                         day of that Eligibility 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 the Eligibility
                                         Computation Period which includes the date of the change.



 


		If the period of service described in subsection (I)
                                         is the greater amount, then subsequent periods of service are credited under the Elapsed
                                         Time method beginning with the date of the change. If the period of service described
                                         in subsection (II) applies, the Elapsed Time method will be used beginning with the first
                                         day of the Eligibility Computation Period that would have followed the Eligibility Computation
                                         Period in which the change to the Elapsed Time method occurred.



 


		If the change to the Elapsed Time method occurs as
                                         of the first day of an Eligibility Computation Period, the use of the Elapsed Time method
                                         begins as of the date of the change, and the calculation in subsection (B) above does
                                         not apply. In such case, the Employee’s service is determined under subsection
                                         (A) above plus the subsequent periods of service determined under the Elapsed Time method,
                                         starting with the effective date of the change.



 


		(ii)	Change
                                         to Hours of Service method. If the service crediting method is changed from the
                                         Elapsed Time method to an Hours of Service method, the Employee's Elapsed Time service
                                         earned as of the date of the change is converted into Years of Service under the Hours
                                         of Service method, determined as the sum of subsections (A) and (B), below. For this
                                         purpose, a change in service crediting method will occur if the Plan is amended to change
                                         the service crediting method or if the service crediting method is changed as a result
                                         of an Employee’s change in employment status.



 


		(A)	A
                                         number of Years of Service is credited that equals the number of 1-year periods of service
                                         credited under the Elapsed Time method as of the date of the change.



 


		(B)	For
                                         the Eligibility Computation Period which includes the date of the change, the Employee
                                         is credited with an equivalent number of Hours of Service, using one of the Equivalency
                                         Methods defined in subsection (5) above for any fractional year that was credited under
                                         the Elapsed Time method as of the date of the change. 



 






    
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For the portion of the Eligibility
                                         Computation Period following the date of the change, actual Hours of Service are counted.
                                         The Hours of Service credited for the portion of the Eligibility 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 Eligibility Computation Period to determine
                                         if the Employee has a Year of Service for that Eligibility Computation Period.


 


		(b)	Entry
                                         Dates. Once an Eligible Employee satisfies the minimum age and service conditions
                                         (as set forth in AA §4-1), the Employee will be eligible to participate under the
                                         Plan as of his/her Entry Date (as set forth in AA §4-2). In applying the Entry Date
                                         provisions under this subsection (b), an Employee will be deemed to satisfy the eligibility
                                         requirements of this Section 2 if the Participant is permitted to begin making Salary
                                         Deferrals as soon as administratively feasible following the Entry Date.



 


		 	If the Employer adopts the Profit Sharing/401(k)
                                         Plan Adoption Agreement, the Employer may elect different Entry Dates with respect to
                                         Salary Deferrals, Matching Contributions, and Employer Contributions. Unless designated
                                         otherwise, the Entry Date selected under the Deferral column apply to all Salary Deferrals
                                         (including Roth Deferrals and In-Plan Roth Conversions) and After-Tax Employee Contributions.
                                         In addition, selections under the Deferral column apply to any Safe Harbor/QACA Safe
                                         Harbor Contributions, unless designated otherwise under AA §6C, and also apply to
                                         any QNECs and/or QMACs made under the Plan, unless designated otherwise under AA §6D.
                                         The selections under the Match column apply to Matching Contributions under AA §6B
                                         and selections under the ER column apply to Employer Contributions under AA §6.






 


		(1)	Entry
                                         Date requirements. In no event may a Participant’s Entry Date be later
                                         than the earlier of:



 


		(i)	the
                                         first day of the Plan Year beginning after the date on which the Participant satisfies
                                         the minimum age and service conditions described in subsection (a) above, or



 


		(ii)	six
                                         months after the date the Participant satisfies such age and service conditions.



 


			An
                                         Eligible Employee must be employed by the Employer on his/her Entry Date to begin participating
                                         in the Plan on such date.



 


		(2)	Single
                                         annual Entry Date. If the Employer elects a single annual Entry Date under AA
                                         §4-2(f) of the Nonstandardized Plan Adoption Agreement, the maximum permissible
                                         age and service conditions described in subsection (a) above are reduced by one-half
                                         (1/2) year, unless:



 


		(i)	the
                                         Employer elects under AA §4-2(i) of the Nonstandardized Plan Adoption Agreement
                                         to use the Entry 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



 


		(ii)	the
                                         Employer elects under AA §4-2(j) of the Nonstandardized Plan Adoption Agreement
                                         to use the Entry Date preceding the date the Employee satisfies the Plan’s
                                         minimum age and service conditions.



 


	2.04	Participation on Effective Date
                                         of Plan. Unless designated otherwise under AA §4-4, an Eligible Employee
                                         who has satisfied the minimum age and service conditions and reached his/her Entry Date
                                         as of the Effective Date of the Plan will be eligible to participate in the Plan as of
                                         such Effective Date. If an Employee has satisfied the minimum age and service conditions
                                         as of the Effective Date of the Plan but has not yet reached his/her Entry Date, the
                                         Employee will be eligible to participate on the appropriate Entry Date. The Employer
                                         may modify this rule under AA §4-4 by electing to treat all Employees employed on
                                         the Effective Date of the Plan as Participants (regardless of whether they have satisfied
                                         the Plan’s minimum age and service conditions) or by designating a specific date
                                         as of which all Eligible Employees will be deemed to be a Participant, (regardless of
                                         whether the Employee has otherwise satisfied the minimum age and service conditions).



 


	2.05	Rehired Employees.
                                         Subject to the Break in Service rules under Section 2.07, if a terminated Employee is
                                         subsequently rehired, such Employee will be eligible to participate in the Plan on his/her
                                         reemployment date, if the Employee is an Eligible Employee and the Employee had satisfied
                                         the Plan’s minimum age and service conditions and reached his/her Entry Date prior
                                         to termination of employment. If the Employee had satisfied the Plan’s minimum
                                         age and service conditions but terminated prior to reaching his/her Entry Date, the Employee
                                         will be eligible to participate on his/her reemployment date or the original Entry Date,
                                         if later. If a rehired Employee had not satisfied the Plan’s minimum age and service
                                         conditions prior to termination of employment, such Employee is eligible to participate
                                         in the Plan on the appropriate Entry Date following satisfaction of the eligibility requirements
                                         under this Section 2. For purposes of Salary Deferrals, the requirement to participate
                                         on the reemployment date is deemed satisfied if a rehired Employee is permitted to commence
                                         making Salary Deferrals within a reasonable period following reemployment. For this purpose,
                                         it will be deemed to be a reasonable period if the rehired Employee is permitted to commence
                                         Salary Deferrals by the beginning of the first payroll period commencing after the Employee’s
                                         reemployment date.



 






    
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	2.06	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 does not maintain the plan of a Predecessor
                                         Employer, service with such Predecessor Employer does not count for eligibility purposes
                                         under this Section 2, unless the Employer specifically designates under AA §4-5
                                         to credit service with such Predecessor Employer for eligibility. Unless designated otherwise
                                         under AA §4-5, if the Employer takes into account service with a Predecessor Employer,
                                         such service will count for purposes of eligibility under this Section 2, vesting under
                                         Section 7 (see Section 7.08) and for purposes of the minimum allocation conditions under
                                         Section 3.09 (see Section 3.09(c)).



 


		The Employer may designate under AA §4-5(a)(1)
                                         of the Nonstandardized Plan Adoption Agreement to count service with all Employers acquired
                                         as part of a Code §410(b)(6)(C) transaction, as defined under Section 2.02(d) or
                                         may elect specific Employers for whom service will not be credited. Alternatively, the
                                         Employer may designate under AA §4-5 specific Predecessor Employers for which service
                                         will be credited. To the extent authorized under AA §4-5, the Employer may credit
                                         predecessor service only for purposes of eligibility, vesting and/or any minimum allocation
                                         conditions under the Plan.



 


	2.07	Break in Service Rules.
                                         Generally, an Employee will be credited with all service earned for the Employer, including
                                         service earned prior to the effective date of the Plan and service earned while the
                                         Employee is an ineligible Employee. However, the Employer may elect under AA §4-3
                                         to disregard an Employee’s service with the Employer under the Break in Service
                                         rules set forth in this Section 2.07.



 


		(a)	Break
                                         in Service. An Employee incurs a Break in Service for any Eligibility Computation
                                         Period (as defined in Section 2.03(a)(3)) during which the Employee does not complete
                                         more than five hundred (500) Hours of Service with the Employer. However, if the Employer
                                         elects under AA §4-3(a) of the Nonstandardized Plan Adoption 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 an eligibility Year of Service.



 


		(b)	Nonvested
                                         Participant Break in Service rule. Under the Nonvested Participant Break in Service
                                         rule, if an Employee is totally nonvested (i.e., 0% vested) in his/her Account Balance
                                         attributable to Employer and Matching Contributions, and such Employee incurs five (5)
                                         or more consecutive one-year Breaks in Service (or, if greater, a consecutive period
                                         of Breaks in Service at least equal to the Employee’s aggregate number of Years
                                         of Service with the Employer), the Plan will disregard all service earned prior to such
                                         consecutive Breaks in Service for purposes of determining eligibility to participate
                                         in the Plan. If the Employer elects the Elapsed Time method of crediting service (as
                                         authorized under Section 2.03(a)(6)), an Employee will be treated as incurring five consecutive
                                         Breaks in Service when he/she incurs a Period of Severance of at least 60 months.



 


			If
                                         the Employee continues in employment with the Employer after incurring the requisite
                                         Break in Service, such Employee will be treated as a new Employee for purposes of determining
                                         eligibility under the Plan. For this purpose, a Participant who has made Salary Deferrals
                                         under the Plan will be treated as having a vested interest in the Plan. Thus, the Nonvested
                                         Participant Break in Service rule may not be used with respect to any contributions under
                                         the Plan (even if such Participant is totally nonvested in his/her Account Balance attributable
                                         to Employer and Matching Contributions) for a Participant who has made Salary Deferrals
                                         under the Plan. The Employer must elect to apply the Nonvested Participant Break in Service
                                         rule under AA §4-3. Unless elected otherwise under AA §4-3, the Nonvested Participant
                                         Break in Service rule applies only with respect to an Employee who has terminated employment.



 


		(c)	Special
                                         Break in Service rule for Plans using two Years of Service for eligibility. If
                                         the Employer has elected under AA §4-1(a) to require Employees to complete two Years
                                         of Service to become eligible to participate in the Plan, 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.



 


		(d)	One-Year
                                         Break in Service rule. Under the One-Year Break in Service rule, if an Employee
                                         incurs a one-year Break in Service, such Employee will not be credited with any service
                                         earned prior to such one-year Break in Service for purposes of determining eligibility
                                         to participate under the Plan until the Employee has completed a Year of Service after
                                         the Break in Service. The Employer must elect to apply the One-Year Break in Service
                                         rule under AA §4-3(f) of the Nonstandardized Adoption Agreement. Unless elected
                                         otherwise under AA §4-3(f), the One-Year Break in Service rule applies only with
                                         respect to an Employee who has terminated employment. The One-Year Break in Service rule
                                         is not available under the Standardized Plan Adoption Agreement.



 


		(1)	Temporary
                                         disregard of service. If a Participant has service disregarded under the One-Year
                                         Break in Service rule, such Participant will have his/her service reinstated as of the
                                         first day of the Eligibility Computation during which the Participant completes a Year
                                         of Service following the Break in Service. For this purpose, the Eligibility Computation
                                         Period is the 12-month period commencing on the date the Employee first performs an Hour
                                         of Service following the Break in Service. If a Participant does not complete a Year
                                         of Service during the first Eligibility Computation Period following the Break in Service,
                                         subsequent Eligibility Computation Periods will be determined based on Plan Years beginning
                                         with the first Plan Year following the Break in Service (unless the Employer selects
                                         Anniversary Years as the Eligibility Computation Period under AA §4-3(b) of the
                                         Nonstandardized Plan Adoption Agreement).



 






    
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		(2)	Application
                                         to Profit Sharing/401(k) Plan. If the Employer elects under AA §4-3(f) of
                                         the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement to have the One-Year
                                         Break in Service rule apply to Salary Deferrals, an Employee who is precluded from making
                                         Salary Deferrals as a result of this Break in Service rule is eligible to recommence
                                         Salary Deferrals under the Plan immediately upon completing 1,000 Hours of Service with
                                         the Employer during a subsequent measuring period (as determined under subsection (1)
                                         above). No additional contribution need be made to an Employee due to the application
                                         of this subsection (2) as a result of the failure to retroactively permit the Employee
                                         to make Salary Deferrals under the Plan.



 


	2.08	Waiver of Participation.
                                         As of the Effective Date of this Plan, an Employee may not waive participation under
                                         the Plan. For this purpose, the mere failure to make Salary Deferrals or After-Tax Contributions
                                         under the 401(k) plan is not a waiver of participation. If an Employee entered into a
                                         valid waiver of participation prior to the Effective Date of this Plan, such wai ver
                                         will remain in effect pursuant to the terms of such waiver. Any Employee who does not
                                         participate under the Plan due to a prior valid waiver will be treated as a non-benefiting
                                         Participant for purposes of the minimum coverage requirements under Code §410(b).






 






    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 


SECTION 3


PLAN CONTRIBUTIONS


 


This Section 3 describes the type of contributions
that may be made to the Plan. The type of contributions that may be made to the Plan and the method for allocating such contributions
may vary depending on the type of Plan involved. (See Section 5 for a discussion of the limits that apply to any contributions
made under the Plan.)


 


	3.01	Types of Contributions. An Employer may
designate under AA §6 (including AA §§6A – 6D of the Profit Sharing/401(k) Plan Adoption Agreement) the amount
and type of contributions that may be made under this Plan. If the Plan is a Money Purchase Plan or is a Profit Sharing Plan only
(i.e., the Adoption Agreement provides for only Profit Sharing contributions (without a 401(k) feature)), the Plan may provide
for Employer Contributions (as authorized under AA §6) and, if so elected under AA §6-6 of the Nonstandardized Plan
Adoption Agreement, After-Tax Employee Contributions. If the Employer adopts the Profit Sharing/401(k) Plan Adoption Agreement,
the Plan may permit Salary Deferrals, Employer Contributions (including QNECs and Safe Harbor/QACA Safe Harbor Employer Contributions),
Matching Contributions (including QMACs and Safe Harbor/QACA Safe Harbor Matching Contributions) and After-Tax Employee Contributions.
To share in a contribution under the Plan, an Employee must satisfy all of the conditions for being a Participant (as described
in Section 2) and must satisfy any allocation conditions (as described in Section 3.09) applicable to the particular type of contribution.



 


The Employer may designate under AA §2-5
that the Plan is a frozen Plan. As a frozen Plan, the Employer will not make any Employer Contributions or Matching
Contributions with respect to Plan Compensation earned after the date identified in AA §2-5 and no Participant will be
permitted to make Salary Deferrals or Employee After-Tax Employee Contributions to the Plan for any period following the
effective date of the freeze as identified in AA §2-5.


 


	3.02	Employer Contribution Formulas. If permitted
under AA §6, the Employer may make an Employer Contribution to the Plan, in accordance with the contribution formula selected
under AA §6-2. Subsection (a) below describes the Employer Contributions that may be selected under the Profit Sharing Plan
or Profit Sharing/401(k) Plan Adoption Agreement and subsection (b) below describes the Employer Contributions that may be made
under the Money Purchase Plan Adoption Agreement. Any Employer Contribution authorized under the Profit Sharing Plan or Profit
Sharing/401(k) Plan must be allocated in accordance with a definite allocation formula as set forth in AA §6-3. To receive
an allocation of Employer Contributions, a Participant must satisfy any allocations conditions designated under the Plan, as described
in Section 3.09 below.



 


		(a)	Employer Contribution formulas (Profit Sharing Plan and Profit Sharing/401(k) Plan).
To the extent authorized, the Employer may elect under AA §6-2 of the Profit Sharing Plan or Profit Sharing/401(k) Plan Adoption
Agreement to make any of the following Employer Contributions. 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. Any reference to the Adoption Agreement under this subsection (a) is a reference
to the Profit Sharing Plan or Profit Sharing/401(k) Plan Adoption Agreement, as applicable.



 


		(1)	Discretionary Employer Contribution. If a discretionary contribution applies under
AA §6-2, the Employer may decide on an annual basis how much (if any) it wishes to contribute to the Plan as an Employer Contribution.
If the Employer elects to make a discretionary contribution, such amount may be allocated under the pro rata, permitted disparity,
Employee group, age-based or uniform points allocation method (to the extent permitted under AA §6-3).



 


		(i)	Pro rata allocation formula. Under the pro rata allocation formula, a pro
rata share of the Employer Contribution is allocated to each Participant’s Employer Contribution Account. A Participant's
pro rata share may be determined based on the ratio such Participant's Plan Compensation bears to the total Plan Compensation of
all Participants or as a uniform dollar amount, as designated in AA §6-3. This allocation formula will satisfy a design-based
safe harbor under Treas. Reg. §1.401(a)(4)-2(b) provided if the allocation is based on Plan Compensation, the Plan uses a
definition of Plan Compensation that satisfies the nondiscrimination requirements under Treas. Reg. §1.414(s)-1.



 


		(ii)	Permitted disparity allocation formula. Under
the permitted disparity allocation formula, the Employer Contribution is allocated to Participants’ Employer Contribution
Accounts using a two-step or four-step method. Unless provided otherwise under AA §6-3(c) of the Nonstandardized Plan Adoption
Agreement, the two-step method will apply for any Plan Year in which the Plan is not Top Heavy. For any Plan Year in which the
Plan is Top Heavy, the four-step method will apply, unless provided otherwise under AA §6-3(c) of the Nonstandardized Plan
Adoption Agreement. This allocation formula is designed to satisfy a design-based safe harbor under Treas. Reg. §1.401(a)(4)-2(b).



 






    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 


The Employer may not elect the permitted disparity
allocation formula under the Plan if the Employer maintains another qualified plan, covering any of the same Employees, which uses
permitted disparity in determining the allocation of contributions or the accrual of benefits under such plan.


 


		(A)	Two-step method. Under the two-step method, the discretionary Employer Contribution
is allocated under the following method:



 


		(I)	Step one. The Employer Contribution is allocated to each Participant’s Employer
Contribution Account in the ratio that the sum of each Participant’s Plan Compensation plus Excess Compensation (as defined
in subsection (C) below) bears to the sum of the total Plan Compensation plus Excess Compensation of all Participants, but not
in excess of the Maximum Disparity Rate (as defined in subsection (E) below).



 


		(II)	Step two. Any Employer Contribution remaining
after the allocation in subsection (I) above one will be allocated in the ratio that each Participant’s Plan Compensation
bears to the total Plan Compensation of all Participants.



 


		(B)	Four-step method. Under the four-step method, the discretionary Employer Contribution
is allocated under the following method:



 


		(I)	Step one. The Employer Contribution is allocated to each Participant's Employer
Contribution Account in the ratio that each Participant’s Total or Plan Compensation (as specified in AA §6-3(c)(2)
of the Nonstandardized Plan Adoption Agreement) bears to the Total or Plan Compensation of all Participants, but not in excess
of 3% of each Participant’s Total or Plan Compensation.



 


		(II)	Step two. Any Employer Contribution remaining
after the allocation in subsection (I) above will be allocated to each Participant’s Employer Contribution Account in the
ratio that each Participant’s Excess Compensation (as defined in subsection (C) below) bears to the Excess Compensation
of all Participants, but not in excess of 3% of each Participant’s Excess Compensation. For purposes of this step two, Excess
Compensation will be determined using Total or Plan Compensation (as specified in AA §6-3(c)(2) of the Nonstandardized Plan
Adoption Agreement) for the Plan Year.



		 	 



		(III)	Step three. Any Employer Contribution remaining
after the allocation in subsection (II) above will be allocated to each Participant’s Employer Contribution Account in the
ratio that the sum of each Participant’s Plan Compensation plus Excess Compensation bears to the sum of the total Plan Compensation
plus Excess Compensation of all Participants, but not in excess of the Maximum Disparity Rate (as defined in subsection (E) below).



		 	 



		(IV)	Step four. Any Employer Contribution remaining
after the allocation in subsection (III) above will be allocated to each Participant’s Employer Contribution Account in
the ratio that each Participant’s Plan Compensation bears to the total Plan Compensation of all Participants.



 


		(C)	Excess Compensation. The amount of Plan
Compensation that exceeds the Integration Level.



		 	 



		(D)	Integration Level. The Taxable Wage Base,
unless specified otherwise under AA §6-3.



 


		(E)	Maximum Disparity Rate. The Maximum Disparity Rate is the maximum amount that
may be allocated with respect to Excess Compensation. If the two-step allocation method is used under subsection (A) above, under
step one of the two-step formula, the amount allocated as a percentage of Plan Compensation and Excess Compensation may not exceed
the following percentage:



 


	Integration Level	 	Maximum	 
	(as a percentage of the Taxable Wage Base)	 	Disparity Rate	 
	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	%





 






    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 


If the four-step allocation formula is used
under subsection (B) above, under step three of the four-step formula, the amount allocated as a percentage of Plan Compensation
and Excess Compensation may not exceed the following percentage:


 


	Integration Level	 	Maximum	 
	(as a percentage of the Taxable Wage Base)	 	Disparity Rate	 
	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	%




 


		(F)	Taxable Wage Base. The maximum amount of wages that are considered for Social Security
purposes as in effect at the beginning of the Plan Year.



 


		(iii)	Uniform points allocation. Under the uniform
points allocation, the Employer will allocate the discretionary Employer Contribution on the basis of each Participant’s
total points for the Plan Year, as determined under AA §6-3(d) of the Nonstandardized Plan Adoption Agreement. A Participant’s
allocation of the Employer Contribution is determined by multiplying the Employer Contribution by a fraction, the numerator of
which is the Participant’s total points for the Plan Year and the denominator of which is the sum of the points for all
Participants for the Plan Year.



 


		 	A Participant will receive points for each year(s) of
age and/or each Year(s) of Service designated under AA §6-3(d) of the Nonstandardized Plan Adoption Agreement. In addition,
a Participant also may receive points based on his/her Plan Compensation. Each 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 Plan Compensation. If
the Employer provides points based on Plan Compensation, the Employer may not designate a level of Plan 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).



		 	 



		(iv)	Employee group allocation. Under the Employee
group allocation method, the Employer may make a different discretionary contribution to each Participant’s Employer Contribution
Account based on the Employee allocation groups designated under AA §6-3(e) of the Nonstandardized Plan Adoption Agreement.
The Employer Contribution made for an allocation group will be allocated as a uniform percentage of Plan Compensation or as a
uniform dollar amount. If the Employer Contribution is allocated as a percentage of Plan Compensation, the amount that will be
allocated to each Participant within an allocation group is determined by multiplying the Employer Contribution made for that
allocation group by the following fraction:
	 	 	 
	 	 	                        Participant's Plan
Compensation                       


Plan Compensation of all
Participants in the allocation group

  






Alternatively, the Employer may set forth in the
description of the Employee groups under AA §6-3(e)(2) of the Nonstandardized Plan Adoption Agreement a fixed contribution
amount for a designated Employee group. If a fixed contribution is provided for a specific Employee group, the amount designated
as the fixed contribution will be allocated to each Participant within the designated Employee group.


 


The Plan must satisfy the general nondiscrimination
rate group test under Treas. Reg. §1.401(a)(4)-2(c) or Treas. Reg. §1.401(a)(4)-8 with respect to the separate allocation
rates under the Plan. The Plan may be tested on the basis of allocation rates or equivalent benefit rates. If the Plan is tested
on the basis of equivalent benefit rates, the Plan will use standard interest rate and mortality table assumptions in accordance
with Treas. Reg. §1.401(a)(4)-12 when testing the allocation formula for nondiscrimination.


 






    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 


In the case of self-employed individuals
(i.e., sole proprietorships or partnerships), the requirements of 1.401(k)-1(a)(6) continue to apply, and the allocation
method should not be such that a cash or deferred election is created for a self-employed individual as a result of the
application of the allocation method.


 


		(A)	Must designate contribution in writing.  The Employer must designate in writing how
much of the Employer Contribution is made for each of the Employee allocation groups and whether such amounts are allocated on
the basis of Plan Compensation or as a uniform dollar amount. The portion of the Employer Contribution designated for a specific
allocation group will be allocated only to Participants within that allocation group. If a Participant is in more than one allocation
group during the Plan Year, the Participant will receive an Employer Contribution based on the Participant’s status on the
last day of the Plan Year. In the event a Participant is in two or more allocation groups on the last day of the Plan Year, the
Participant will receive an Employer Contribution based on the first allocation group listed under AA §6-3(e) of the Nonstandardized
Plan Adoption Agreement in which the Participant is a part. The Employer can provide for a different treatment of Employees in
multiple groups under AA §6-3(e)(3)(iii).



 


		(B)	Special rules.



 


		(I)	Family Members. The Employer may designate in AA §6-3(e)(3)(i) of the Nonstandardized
Plan Adoption Agreement to establish a separate allocation group for each Family Member of a Five-Percent Owner of the Employer.
For this purpose, Family Members include the Spouse, children, parents and grandparents of a Five-Percent Owner. If there is more
than one Family Member, each Family Member will be in his/her own separate allocation group. (See Section 1.69(a) for the definition
of a Five-Percent Owner.)



 


		(II)	Benefiting Participants. The Employer may
designate in AA §6-3(e)(3)(ii) of the Nonstandardized Plan Adoption Agreement to establish a separate allocation group for
any Nonhighly Compensated Benefiting Participant who does not receive the Minimum Gateway Contribution described under subsection
(III)(a) below. For this purpose, a Participant is treated as a Benefiting Participant if such Participant receives an allocation
of Employer Contributions (other than Salary Deferrals or Matching Contributions (including Safe Harbor/QACA Safe Harbor Matching
Contributions and QMACs)) or receives an allocation of forfeitures for the Plan Year (other than forfeitures that are subject
to Code §401(m) because they are allocated as a Matching Contribution). An allocation may be made to a Nonhighly Compensated
Benefiting Participant under this subsection (II) without regard to any allocation conditions otherwise applicable to Employer
Contributions under the Plan.



		 	 



		(III)	Special gateway contribution. If a separate
allocation group is not established for Benefiting Participants under AA §6-3(e)(3)(ii) of the Nonstandardized Plan Adoption
Agreement, the Employer may make an additional discretionary Employer Contribution (“special gateway contribution”)
for all Nonhighly Compensated Benefiting Participants (as described in subsection (II)) in an amount necessary to provide the
Minimum Gateway Contribution described in subsection (a) below. The special gateway contribution will be allocated to all Nonhighly
Compensated Benefiting Participants who have not otherwise received the Minimum Gateway Contribution without regard to any allocation
conditions otherwise applicable to Employer Contributions under the Plan. However, Participants who the Plan Administrator disaggregates
pursuant to Treas. Reg. §1.410(b)-7(c)(4) because they have not satisfied the greatest minimum age and service conditions
permissible under Code §410(a) shall not be eligible to receive an allocation of any special gateway contribution made pursuant
to this subsection (III).



 


		(a)	Minimum Gateway Contribution. A Benefiting Participant is treated as receiving
the Minimum Gateway Contribution if the Participant has an allocation rate that is equal to the lesser of:



 


		(1)	one-third of the allocation rate of the Highly Compensated Employee with the highest allocation
rate for the Plan Year or



 


		(2)	5% of Compensation (as defined in subsection (b) below).



 






    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 


In determining whether a Benefiting Participant
has received an allocation that satisfies the Minimum Gateway Contribution, all Employer Contributions allocated to the Participant
for the Plan Year are taken into account. For this purpose, Employer Contributions do not include any Matching Contributions or
Salary Deferrals.


 


		(b)	Compensation for 5% gateway allocation. For purposes of the 5% gateway contribution
under subsection (a)(2) above, Compensation means Total Compensation for the Plan Year. However, for this purpose, Total Compensation
may exclude amounts paid while an Employee is not a Participant in the Plan.



 


		(c)	Compensation under one-third gateway allocation. To determine whether a
                                                                    Benefiting Participant has received an allocation that satisfies the one-third gateway allocation requirement under
                                                                    subsection (a)(1) above, a Participant’s allocation rate is determined by dividing the total Employer Contribution made
                                                                    on behalf of such Participant by the Participant's Plan Compensation (as defined in AA §5-3) or by any other definition
                                                                    of compensation that satisfies the requirements of Treas. Reg. §1.414(s).
Any definition of compensation used under this subsection (c) must be applied uniformly in determining the allocation rates
of Benefiting Participants.



 


		(IV)	Special gateway contribution for DB/DC plans.
If this Plan is aggregated with a Defined Benefit Plan for purposes of nondiscrimination testing, the Employer may make an additional
discretionary Employer Contribution for Nonhighly Compensated Benefiting Participants in an amount necessary to satisfy the minimum
gateway requirements applicable to DB/DC plans. However, Participants who the Plan Administrator disaggregates pursuant to Treas.
Reg. §1.410(b)-7(c)(4) because they have not satisfied the greatest minimum age and service conditions permissible under
Code §410(a) shall not be eligible to receive an allocation of any special gateway contribution made pursuant to this subsection
(IV).



 


		(a)	DB/DC gateway contribution. For this purpose, the minimum gateway requirement for
DB/DC plans is equal to the lesser of:



 


		(1)	one-third (1/3) of the Aggregate Normal Allocation Rate of the Highly Compensated Participant
with the highest Aggregate Normal Allocation Rate, or



 


		(2)	the lesser of:



 


		(i)	5% of Code §414(s) Compensation (increased by one percentage point for each 5 percentage
point increment (or portion thereof) by which the Aggregate Normal Allocation Rate of the Highly Compensated Participant exceeds
25%) or



 


		(ii)	71⁄2% of Code §414(s) Compensation.



 


		(b)	Aggregate Normal Allocation Rate: The Aggregate Normal Allocation Rate shall
be determined in accordance with Treas. Reg. §1.401(a)(4)-9(b)(2)(ii).



 


		(c)	Benefiting Participants. A Participant is treated as a Benefiting Participant
if such Participant receives an allocation of Employer Contributions (other than Salary Deferrals or Matching Contributions (including
Safe Harbor/QACA Safe Harbor Matching Contributions and QMACs)) or receives an allocation of forfeitures for the Plan Year (other
than forfeitures that are subject to Code §401(m) because they are allocated
as a Matching Contribution) or accrues a benefit under the Defined Benefit Plan which is aggregated with this Plan for
nondiscrimination testing.



 


		(d)	Code §414(s) Compensation. For purposes of this subsection (IV), Code §414(s)
Compensation is any definition of compensation that satisfies the requirements under Treas. Reg. §1.414(s)-1. Thus, the Plan
may use full-year compensation or compensation earned while a Participant, provided
such definition satisfies the requirements of Treas. Reg. §1.414(s)-1.



 






    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 


		(V)	Special restrictions
that apply to “short -service” Employees. A designated Employee allocation group which is limited
to Nonhighly Compensated Employees with the lowest amount of compensation and/or the shortest periods of service may be deemed
to violate the nondiscrimination requirements under Code §401(a)(4).



 


		(v)	Age-based allocation formula. Under the age-based allocation formula, the Employer
will allocate the discretionary Employer Contribution on the basis of each Participant’s adjusted Plan Compensation. Amounts
allocated under an age-based allocation must satisfy the general nondiscrimination rate group test under Treas. Reg. §1.401(a)(4)-2(c)
or Treas. Reg. §1.401(a)(4)-8.



 


		(A)	Adjusted Plan Compensation. For this purpose,
a Participant’s adjusted Plan Compensation is determined by multiplying the Participant’s Plan Compensation by an
Actuarial Factor (as described in subsection (B) below).



		 	 



		(B)	Actuarial Factor. A Participant’s
Actuarial Factor is determined based on standard actuarial assumptions that satisfy Treas. Reg. §1.401(a)(4)-12 using a testing
age that is the later of Normal Retirement Age or the Employee’s current age. Unless designated otherwise under AA §6-3(f)
of the Nonstandardized Adoption Agreement, a Participant’s Actuarial Factor is determined based on an 8.5% interest rate
and the UP-1984 mortality table. (See Appendix A of the Plan for the Actuarial Factors associated with an 8.5% interest rate and
the UP-1984 mortality table and a testing age of 65. If an interest rate other than 8.5% or a mortality table other than the UP-1984
mortality table is selected under AA §6-3(f), or if a testing age other than age 65 is used, the Plan must determine the
appropriate Actuarial Factors based on the designated interest rate, mortality table and testing age.)



 


		(2)	Fixed Employer Contribution. The Employer may elect under AA §6-2(b) of the
Nonstandardized Plan Adoption Agreement to make a fixed contribution to the Plan. The Employer may elect under AA §6-2(b)(1)
or (2) to make a fixed contribution as a designated percentage of Plan Compensation or as a uniform dollar amount. In addition,
the contribution may be allocated in accordance with a Collective Bargaining Agreement.



 


If a fixed contribution is selected under AA
 §6-2(b)(1) or (2) of the Nonstandardized Plan Adoption Agreement, the Employer Contribution will be allocated under the fixed
contribution formula under AA §6-3(b) in accordance with the selections made in AA §6-2(b). The allocation of the fixed
Employer Contribution will satisfy a design-based safe harbor under Treas. Reg. §1.401(a)(4)-2(b) provided, if the allocation
is based on Plan Compensation, the Plan uses a definition of Plan Compensation that satisfies the nondiscrimination requirements
under Treas. Reg. §1.414(s)-1.


 


The Employer may elect under AA §6-2(b)(3)
of the Nonstandardized Plan Adoption Agreement to make a fixed contribution based on the provisions of a Collective Bargaining
Agreement which provides for retirement benefits. Any fixed contribution based on the provisions of a Collective Bargaining Agreement
will be allocated to Collectively Bargained Employees in accordance with the provisions of the Collective Bargaining Agreement(s).


 


		(3)	Service-based Employer Contribution. If elected in AA §6-2(c) of the Nonstandardized
Plan Adoption Agreement, the Employer may make a contribution based on an Employee’s service with the Employer during the
Plan Year (or other period designated under AA §6-4). The Employer may elect to make the service-based contribution as a discretionary
contribution or as a fixed contribution. Any such contribution will be allocated on the basis of Participants’ Hours of Service,
weeks of employment or other measuring period selected under AA §6-2(c) of the Nonstandardized Adoption
Agreement. The Employer Contribution will be allocated under the service-based allocation formula under AA §6-3(g) of the
Nonstandardized Plan Adoption Agreement. Amounts allocated on the basis of service must satisfy the general nondiscrimination
rate group test under Treas. Reg. §1.401(a)(4)-2(c) or Treas. Reg. §1.401(a)(4)-8.



 


		(4)	Year of Service Employer Contribution. The Employer may elect under AA §6-2(d)
of the Nonstandardized Plan Adoption Agreement to provide an Employer Contribution based on an Employee’s Years of Service
with the Employer. Unless designated otherwise under AA §6-2(d), an Employee earns a Year of Service for each Plan Year during
which the Employee completes at least 1,000 Hours of Service. The Employer may designate an alternative definition of Year of Service
under AA §6-2(d). The Employer Contribution will be allocated under the Year of Service allocation formula under AA §6-3(h)
of the Nonstandardized Plan Adoption Agreement. Amounts allocated on the basis of
Years of Service must satisfy the general nondiscrimination rate group test under Treas. Reg. §1.401(a)(4)-2(c) or Treas.
Reg. §1.401(a)(4)-8.



 






    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 


		(5)	Prevailing Wage Contribution. If elected
in AA §6-2(e) of the Nonstandardized Plan Adoption Agreement, the Employer may make a Prevailing Wage Contribution for Participants
who perform Prevailing Wage Service. For this purpose, Prevailing Wage 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. The Employer will
make an Employer Contribution based on the hourly contribution rate for the Participant’s employment classification. The
Prevailing Wage Contribution will be allocated under the Prevailing Wage allocation formula under AA §6-3(i) of the Nonstandardized
Plan Adoption Agreement. Special restrictions may apply in order for Prevailing Wage Contributions to be taken into account for
purposes of satisfying the applicable federal, state or municipal prevailing wage laws. The Employer may attach an Addendum to
the Adoption Agreement setting forth the hourly contribution rate for the employment classifications eligible for Prevailing Wage
Contributions.



 


Unless provided otherwise in AA §6-2(e)(3)
of the Nonstandardized Plan Adoption Agreement, the following default rules apply for purposes of determining the Prevailing Wage
Contribution.


 


		(i)	Only available to Nonhighly Compensated Employees. Highly Compensated Employees
are not eligible to share in the Prevailing Wage Contribution.



 


		(ii)	No minimum age and service conditions.
No minimum age or service conditions will apply for purposes of determining an Employee’s eligibility for the Prevailing
Wage Contribution. An Employee who performs Prevailing Wage Service will be eligible to receive the Prevailing Wage Contribution
as of his/her Employment Commencement Date.



		 	 



		(iii)	No allocation conditions. No allocation
conditions (as described in Section 3.09) will apply to the Prevailing Wage Contribution.



		 	 



		(iv)	Full vesting. Prevailing Wage Contributions
are always 100% vested.



 


If the Employer elects to provide eligibility
requirements or vesting requirements with respect to Prevailing Wage Contributions under AA §6-2(e), the Employer may not
be able to take full credit under applicable federal, state or municipal prevailing wage laws for the Prevailing Wage Contributions
made under this Plan. See the applicable prevailing wage laws for more information regarding the effect of eligibility and/or vesting
requirements.


 


The Employer may elect under AA
 §6-2(e)(2) of the Nonstandardized Adoption Agreement to offset other Employer Contributions made under the Plan by the
Prevailing Wage Contribution. If the Prevailing Wage Contribution is used to offset a Safe Harbor Employer Contribution or a
Safe Harbor Matching Contribution, the Prevailing Wage Contribution will be treated as satisfying the requirements for a Safe
Harbor Contribution as set forth in Section 6.04. Thus, any Prevailing Wage Contributions that are used to offset Safe Harbor
Contributions will always be 100% vested and will be subject to the distribution restrictions described in Section
6.04(a)(3). The Plan will not fail to qualify as a Safe Harbor 401(k) Plan solely because Prevailing Wage Contributions are
used to offset the Safe Harbor Employer or Safe Harbor Matching Contributions under the Plan.


 


To the extent the Prevailing Wage Contribution
satisfies the requirements for a QNEC, as described in subsection (6) below, the Prevailing Wage Contribution may be treated as
a QNEC under the Plan. If a Highly Compensated Employee receives a Prevailing Wage Contribution and the Plan fails the nondiscrimination
requirements under Code §401(a)(4), the Employer may elect to pay the discriminatory contribution to the Highly Compensated
Employee outside of the Plan consistent with the requirements of the applicable prevailing wage laws.


 


		(6)	Qualified Nonelective Contributions (QNECs). Notwithstanding any contrary selections
in the Profit Sharing/401(k) Plan Adoption Agreement, for any Plan Year, the Employer may make a discretionary QNEC on behalf of
Nonhighly Compensated Participants under the Plan. Such QNEC may be allocated as a uniform percentage of Plan Compensation or a
uniform dollar amount to all Nonhighly Compensated Participants or as a Targeted QNEC (as defined in subsection (ii)(B) below),
without regard to any allocation conditions selected in AA §6-5, unless designated otherwise under AA §6D-3 of the Profit
Sharing/401(k) Plan Adoption Agreement.



 


A QNEC must satisfy the requirements for a
QNEC described in subsection (i) below at the time the contribution is made to the Plan, regardless of any inconsistent
elections under the Profit Sharing/401(k) Plan Adoption Agreement. If the Plan is disaggregated for otherwise excludable
Employees pursuant to Section 6.03(b), the Employer may allocate the QNEC only to Participants in a particular disaggregated
portion of the Plan. See Section 6.03(c). (See Sections 6.01(b)(3) and 6.02(b)(3) for a description of the amount of QNECs
that may be taken into account under the ADP Test and/or ACP Test.)


 






    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 


If the Employer makes both a discretionary Employer
Contribution under AA §6-2(a) and a discretionary QNEC, the Employer must designate the amount of the Employer Contribution
which is designated as a regular Employer Contribution and the amount designated as a QNEC.


 


		(i)	Requirements for a QNEC. In order to qualify as a QNEC, an Employer Contribution
must satisfy the following requirements:



 


		(A)	100% vesting. A QNEC must be 100% vested
when contributed to the Plan.



 


		(B)	Distribution restrictions. A QNEC must be subject to the same distribution restrictions
applicable to Salary Deferrals under Section 8.10(c), except that no portion of a Participant’s QNEC Account may be distributed
on account of Hardship. See Section 8.10(e).



 


		(C)	Allocation conditions. A QNEC will not
be subject to the allocation provisions applicable to Employer Contributions, as designated under AA §6-5, unless provided
otherwise under AA §6D-3 of the Profit Sharing/401(k) Plan Adoption Agreement.



 


		(ii)	Allocation method for QNECs.



 


		(A)	Participants. The Employer may allocate the QNEC as a uniform percentage of Plan
Compensation or as a uniform dollar amount to all Nonhighly Compensated Participants Alternatively, if authorized under AA §6D-3
of the Profit Sharing/401(k) Plan Adoption Agreement, the Employer may allocate any QNEC under the Plan to all Participants (rather
than to just Nonhighly Compensated Participants).



 


		(B)	Targeted QNEC. To the extent authorized under AA §6D-3, the Employer may allocate
the QNEC as a Targeted QNEC. If the Employer makes a Targeted QNEC, the QNEC will be allocated to Nonhighly Compensated Participants
in the QNEC Allocation Group, starting with Nonhighly Compensated Participants with the lowest Plan Compensation for the Plan Year.
For this purpose, the QNEC Allocation Group is made up of the Nonhighly Compensated Participants (equal to one-half of total Nonhighly
Compensated Participants under the Plan), with the lowest level of Plan Compensation for the Plan Year.



 


		(I)	5% of Plan Compensation limit. The QNEC will be allocated to the Nonhighly Compensated
Employees in the QNEC Allocation Group up to a maximum of 5% of Plan Compensation. The QNEC will be allocated first to the Nonhighly
Compensated Participant(s) with the lowest Plan Compensation (up to the 5% of Plan Compensation maximum allocation) and continuing
with Nonhighly Compensated Employees in the QNEC Allocation Group with the next higher level of Plan Compensation, until all of
the QNEC has been allocated (or until all Nonhighly Compensated Employees in the QNEC Allocation Group have received the maximum
5% of Plan Compensation QNEC allocation).



 


		(II)	Reallocation to lowest one-half of Nonhighly Compensated
Participants. If a QNEC remains unallocated after the allocation under subsection (I), the remaining QNEC will continue
to be allocated in accordance with subsection (I), in increments equal to twice the level of QNEC allocated to the rest of the
QNEC Allocation Group. Thus, for example, if a QNEC remains unallocated after allocating the full 5% of Plan Compensation to the
QNEC Allocation Group, the QNEC will continue to be allocated up to 10% of Plan Compensation (twice the QNEC already allocated
to the QNEC Allocation Group) beginning with the Nonhighly Compensated Employee in the QNEC Allocation Group with the lowest Plan
Compensation.



		 	 



		(III)	Additional members in QNEC Allocation Group.
If at any time, a Nonhighly Compensated Participant is not able to receive a full QNEC allocation under subsection (I) or (II)
(e.g., due to the application of the Code §415 Limitation), the Nonhighly Compensated Participant with the next higher level
of Plan Compensation (that is not in the QNEC Allocation Group) will be added to the QNEC Allocation Group.



 






    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



		(IV)	Increase in QNEC to correct ACP Test. If
the QNEC is being used to correct both the ADP and ACP Tests, the allocation in subsection (I) may be increased to 10% of Plan
Compensation (instead of 5% of Plan Compensation). In addition, the allocation in subsection (II) would also be increased so that
the maximum QNEC allocation will be twice the 10% QNEC allocation.



 


		(V)	Special rule for Prevailing Wage Contributions. To the extent QNECs are made in
connection with the Employer’s obligation to pay Prevailing Wages, this subsection (B) may be applied by increasing the 5%
of Plan Compensation limit to 10% of Plan Compensation.



		 	 



		(VI)	Special rule for Plan Years beginning before January
1, 2006. For Plan Years beginning before January 1, 2006, a QNEC allocated under the Targeted QNEC method may be allocated
to Participants without regard to the 5% of Plan Compensation limit. Thus, for such Plan Years, a Targeted QNEC may be allocated
to a Participant up to the Participant’s Code §415 Limitation, as described in Section 5.03.



 


		(7)	Frozen Plan. The Employer may designate under AA §2-5 that the Plan is a frozen
Plan. As a frozen Plan, the Employer will not make any Employer Contributions with respect to Plan Compensation earned after the
date identified in AA §2-5. In addition, if the Plan is a 401(k) Plan, no Participant will be permitted to make Elective Deferrals
or After-Tax Employee Contributions to the Plan for any period following the effective date of the freeze as identified in AA §2-5.
If the Plan holds any unallocated forfeitures at the time of the termination, such forfeitures may be allocated to all eligible
Participants in accordance with Section 7.12 in the year of the termination, regardless of any contrary selections under AA §8.



 


		(b)	Employer Contribution formulas (Money Purchase Plan). To the extent authorized,
the Employer may elect under AA §6-2 of the Money Purchase Plan Adoption Agreement to make any of the following Employer Contributions.
Each Participant will receive an allocation of Employer Contributions equal to the amount determined under the contribution formula
elected under AA §6-2. Any reference to the Adoption Agreement under this subsection (b) is a reference to the Money Purchase
Plan Adoption Agreement. To receive an allocation of Employer Contributions, a Participant must satisfy any allocations conditions
designated under the Plan, as described in Section 3.09 below.



 


If the Employer adopts the Money Purchase Plan
Adoption Agreement and also maintains another qualified retirement plan or plans, the contribution to be made under the Money Purchase
Plan 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 other plan or plans prior to the date a contribution is made under the Money Purchase Plan.


 


		(1)	Uniform Employer Contribution. If elected under AA §6-2(a) of the Money Purchase
Plan Adoption Agreement, the Employer will make a contribution to each Participant under the Plan as a uniform percentage of Plan
Compensation or as a uniform dollar amount. This contribution formula will satisfy a design-based safe harbor under Treas. Reg.
 §1.401(a)(4)-2(b) provided if the allocation is based on Plan Compensation, the Plan uses a definition of Plan Compensation
that satisfies the nondiscrimination requirements under Treas. Reg. §1.414(s)-1.



 


		(2)	Permitted disparity contribution formula. If elected under AA §6-2(b) of the
Money Purchase Plan Adoption Agreement, the Employer will make a permitted disparity contribution to each Participant using either
the individual or group method. The Employer may not elect the permitted disparity contribution formula under the Plan if the Employer
maintains another qualified plan, covering any of the same Employees, which uses permitted disparity in determining the allocation
of contributions or the accrual of benefits under such plan. This contribution formula is designed to satisfy a design-based safe
harbor under Treas. Reg. §1.401(a)(4)-2(b).



 


		(i)	Individual method. Under the individual
method, each Participant will receive an allocation of the Employer Contribution equal to the amount determined under the contribution
formula under AA §6-2(b)(1). A Participant may not receive an allocation with respect to Excess Compensation that exceeds
the Maximum Disparity Rate.



		 	 



		(A)	Excess Compensation. The amount of Plan
Compensation that exceeds the Integration Level.



		 	 



		(B)	Integration Level. The Taxable Wage Base,
unless specified otherwise under AA §6-2(b)(3).



 


		(C)	Maximum Disparity Rate. The Maximum Disparity Rate is the maximum amount that
may be allocated with respect to Excess Compensation under the permitted disparity formula. The maximum amount that may be allocated as a percentage
of Plan Compensation and Excess Compensation is the following percentage:



 






    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 


	Integration Level	 	Maximum	 
	(as a percentage of the Taxable Wage Base)	 	Disparity Rate	 
	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	%




 


		(D)	Taxable Wage Base. The maximum amount of wages that are considered for Social Security
purposes as in effect at the beginning of the Plan Year.



 


		(ii)	Group method. Under the group method, the
Employer contributes a fixed percentage of total Plan Compensation of all Participants. The Employer Contribution is then allocated
under the two-step method (as described in subsection (a)(1)(ii)(A) above) or, if the Plan Is Top-Heavy, under the four-step method
(as described in subsection (a)(1)(ii)(B) above). In determining Excess Compensation, the Integration Level is the Taxable Wage
Base, unless designated otherwise under AA §6-2(b)(2).



 


		(3)	Employee group contribution formula. Under the Employee group contribution formula,
the Employer may make a different contribution to each Participant’s Employer Contribution Account based on the designated
Employee groups identified under AA §6-2(c) of the Money Purchase Plan Adoption Agreement.



 


The Employer Contribution made for a designated
Employee group will be allocated to each eligible Participant in such group as a uniform percentage of Plan Compensation or as
a uniform dollar amount, as designated in AA §6-2(c)(2). The Employer also may elect to allocate an amount to each eligible
Participant in a designated Employee group the maximum amount permissible under Code §415. See Section 5.03.


 


The Employee groups designated in AA
 §6-2(c) must be clearly defined in a manner that will not violate the definite determinable requirement of Treas. Reg.
 §1.401-1(b)(1)(ii). The portion of the Employer Contribution designated for a specific Employee group will be allocated
only to Participants within that group. If a Participant is in more than one Employee group during the Plan Year, the
Participant will receive an Employer Contribution based on the Participant’s status on the last day of the Plan Year.
In the event a Participant is in two or more Employee groups on the last day of the Plan Year, the Participant will receive
an Employer Contribution based on the first Employee group listed under AA §6-2(c) in which the Participant is a part.
The Employer can provide for a different treatment of Employees in multiple groups under AA §6-2(c)(3)(i).


 


The Plan still must satisfy the general nondiscrimination
rate group test under Treas. Reg. §1.401(a)(4)-2(c) or Treas. Reg. §1.401(a)(4)-8 with respect to the separate contribution
rates under the Plan. The Plan may be tested on the basis of allocation rates or equivalent benefit rates. If the Plan is tested
on the basis of equivalent benefit rates, the Plan will use standard interest rate and mortality table assumptions in accordance
with Treas. Reg. §1.401(a)(4)-12 when testing the allocation formula for nondiscrimination.


 


In the case of self-employed individuals (i.e.,
sole proprietorships or partnerships), the requirements of 1.401(k)-1(a)(6) continue to apply, and the designation of
Employee groups should not be such that a cash or deferred election is created for a self-employed individual as a result of
the application of such designation. A designated Employee group which is limited to Nonhighly Compensated Employees with the
lowest amount of compensation and/or the shortest periods of service may be deemed to violate the nondiscrimination
requirements under Code §401(a)(4).


 


		(4)	Age-based contribution formula. Under the age-based contribution formula, the Employer
will contribute a specific percentage of each Participant’s adjusted Plan Compensation. Amounts contributed under an age-based
contribution formula must satisfy the general nondiscrimination rate group test under Treas. Reg. §1.401(a)(4)-2(c) or Treas. Reg. §1.401(a)(4)-8.



 


		(i)	Adjusted Plan Compensation. For this purpose, a Participant’s adjusted Plan
Compensation is determined by multiplying the Participant’s Plan Compensation by an Actuarial Factor (as described in subsection
(ii) below).



 






    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



 


		(ii)	Actuarial Factor. A Participant’s
Actuarial Factor must be determined based on standard actuarial assumptions that satisfy Treas. Reg. §1.401(a)(4)-12 using
a testing age that is the later of Normal Retirement Age or the Employee’s current age. Unless designated otherwise under
AA §6-2(d) of the Money Purchase Plan Adoption Agreement, a Participant’s Actuarial Factor is determined based on an
8.5% interest rate and the UP-1984 mortality table. (See Appendix A of the Plan for the Actuarial Factors associated with an 8.5%
interest rate and the UP-1984 mortality table and a testing age of 65. If an interest rate other than 8.5% or a mortality table
other than the UP-1984 mortality table is selected under AA §6-2(d), or if a testing age other than age 65 is used, the Plan
must determine the appropriate Actuarial Factors based on the designated interest rate, mortality table and testing age.)



 


		(5)	Service-based Employer Contribution. If elected in AA §6-2(e) of the Money
Purchase Plan Adoption Agreement, the Employer will make a contribution based on an Employee’s service with the Employer
during the Plan Year (or other period designated under AA §6-4). The Employer Contribution will be allocated on the basis
of Participants’ Hours of Service, weeks of employment or other measuring period selected under AA §6-2(e). Amounts contributed on the basis of service
must satisfy the general nondiscrimination rate group test under Treas. Reg. §1.401(a)(4)-2(c) or Treas. Reg. §1.401(a)(4)-8.






 


		(6)	Prevailing Wage Contribution. If elected in AA §6-2(f) of the Money Purchase
Plan Adoption Agreement, the Employer will make a Prevailing Wage Contribution for Participants who perform Prevailing Wage service.
For this purpose, Prevailing Wage 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. The Employer will make an Employer Contribution based on the
hourly contribution rate for the Participant’s employment classification. Special restrictions may apply in order for Prevailing
Wage Contributions to be taken into account for purposes of satisfying the applicable federal, state or municipal prevailing wage
laws. The Employer may attach an Addendum to the Adoption Agreement setting forth the hourly contribution rate for the employment
classifications eligible for Prevailing Wage Contributions.



 


Unless provided otherwise in AA
 §6-2(f)(2), the default rules described in subsection (a)(5) above will apply for purposes of determining the Prevailing
Wage Contribution. If the Employer elects to provide eligibility requirements or vesting requirements with respect to
Prevailing Wage Contributions under AA §6-2(f), the Employer may not be able to take full credit under applicable
federal, state or municipal prevailing wage laws for the Prevailing Wage Contributions made under this Plan. See the
applicable prevailing wage laws for more information regarding the effect of eligibility and/or vesting requirements.


 


The Employer may elect under AA §6-2(f)(1)
to offset other Employer Contributions made under the Plan by the Prevailing Wage Contribution. If a Highly Compensated Employee
receives a Prevailing Wage Contribution and the Plan fails the nondiscrimination requirements under Code §401(a)(4), the
Employer may elect to pay the discriminatory contribution to the Highly Compensated Employee outside of the Plan consistent with
the requirements of the applicable prevailing wage laws.


 


		(7)	Frozen Plan. The Employer may designate under AA §2-5 that the Plan is a
frozen Plan. As a frozen Plan, the Employer will not make any Employer Contributions with respect to Plan Compensation earned after
the date identified in AA §2-5. If the Plan holds any unallocated forfeitures at the time of the termination, such forfeitures
may be allocated to all eligible Participants in accordance with Section 7.12 in the year of the termination, regardless of any
contrary selections under AA §8.



 


		(c)	Period for determining Employer Contributions. In determining the amount of Employer
Contributions to be allocated to Participants under the Plan, the Plan will take into account Plan Compensation (as defined in
Section 1.97) for the Plan Year. The Employer may designate under AA §6-4 of the Nonstandardized Adoption Agreement alternative
periods for determining the allocation of Employer Contributions. If alternative periods are designated under AA §6-4,a Participant’s allocation of Employer
Contributions will be determined separately for each designated period based on Plan Compensation earned during such period.
If an alternative period is designated under AA §6-4, 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
Plan Compensation. (If the permitted disparity allocation method applies under AA §6-2, the allocation will be based on
the Plan Year.)






 


		(d)	Offset of Employer Contributions.



 


		(1)	Offset of Employer Contributions by Safe Harbor/QACA Safe Harbor Employer Contributions.
 If the Plan provides for Safe Harbor/QACA Safe Harbor Employer Contributions under AA §6C-2 of the Profit Sharing/401(k)
Plan Adoption Agreement, the Employer may elect under AA §6C-5 of the Nonstandardized Profit Sharing/401(k) Plan Adoption
Agreement to offset any additional Employer Contributions a Participant would otherwise receive by the amount of Safe Harbor/QACA
Safe Harbor Employer Contributions the Participant receives under the Plan. Thus,
when allocating any additional Employer Contributions under the Plan, if so elected under AA §6C-5, no amounts will be allocated
to Participants who receive a Safe Harbor/QACA Safe Harbor Employer Contribution until the amount of additional Employer Contributions
exceeds the amount of Safe Harbor/QACA Safe Harbor Employer Contributions received under the Plan. For this purpose, if the permitted
disparity allocation method applies, this offset applies only to the second step of the two-step permitted disparity formula or
the fourth step of the four-step permitted disparity formula.



  









    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


  


		(2)	Offset for contributions under another qualified plan maintained by the Employer.
If the Employer maintains any other qualified plan(s) which cover any Participants under this Plan, the Employer may elect under
AA §6-4(c) of the Nonstandardized Profit Sharing or Profit Sharing/401(k) Plan Adoption Agreement or AA §6-3(c) of the
Nonstandardized Money Purchase Plan Adoption Agreement to reduce such Participants’ allocation under this Plan to take into
account the benefits provided under the Employer’s other qualified plan(s). For purposes of satisfying the coverage requirements
under Code §410(b) and the nondiscrimination requirements under Code §401(a)(4), this Plan may need to be aggregated
with such other qualified plan(s) in accordance with Treas. Reg. §1.410(b)-7. The Employer may describe any special rules
that apply for purposes of determining the offset under AA §6-4(c)(2) or AA §6-3(c)(2), as applicable.



 


	3.03	Salary Deferrals. The Employer may elect
under AA §6A of the Profit Sharing/401(k) Plan Adoption Agreement to authorize Participants to make Salary Deferrals under
the Plan. A Participant’s total Salary Deferrals may not exceed the lesser of any limitation designated under AA §6A-2,
the Elective Deferral Dollar Limit described under Section 5.02,or the amount permitted under the Code §415 Limitation described
under Section 5.03. The Employer may elect under AA §6A-2(c) of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement
to apply a different limit on Salary Deferrals to the extent such Salary Deferrals are withheld from a Participant’s bonus
payments.



 


		(a)	Salary Deferral Election. In order to make Salary Deferrals under the Plan, a Participant
must enter into a Salary Deferral Election which authorizes the Employer to withhold a specific dollar amount or a specific percentage
from the Participant’s Plan Compensation. The Salary Reduction Agreement may permit a Participant to specify a different
percentage or dollar amount be withheld from specified components of Plan Compensation, such as base pay, bonuses, commissions,
etc. The Employer may apply special limits on the amount of Salary Deferrals that may be deferred from bonus payments under AA
 §6A-2(c) of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement or may apply special deferral limits applicable
to bonus payments under the Salary Deferral Election, without regard to any limitations selected under the Adoption Agreement.
In addition, the Salary Deferral Election may provide that the Employee’s deferral election will increase by a designated
amount unless the Employee affirmatively elects otherwise. The Employer will deposit any amounts withheld from a Participant’s
Plan Compensation as Salary Deferrals into the Participant’s Salary Deferral Account under the Plan. A Salary Deferral Election
may only relate to Plan Compensation that is not currently available at the time the Salary Deferral Election is completed. In
determining the amount to be withheld from a Participant’s Plan Compensation, a Salary Deferral election may be rounded to
the next highest or lowest whole dollar amount.



 


The Employer may designate under AA §6A-9
of the Profit Sharing/401(k) Plan Adoption Agreement to apply a special effective date as of which Participants may begin making
Salary Deferrals under the Plan. Regardless of any special effective date designated under AA §6A-9, a Salary Deferral Election
may not be effective prior to the later of:


 


(1)       the
date the Employee becomes a Participant;


 


(2)       the
date the Participant executes the Salary Deferral Election; or


 


(3)       the
date the Profit Sharing/401(k) Plan is first adopted or effective.


 


For this purpose, Salary Deferrals may be
taken into account for a Plan Year only if the Salary Deferrals are allocated to the Employee's Account as of a date within
that Plan Year. For this purpose, Salary Deferrals are considered allocated as of a date within a Plan Year only if the
allocation is not contingent on the Employee's participation in the Plan or performance of services on any subsequent date
and the Salary Deferrals are actually paid to the Plan no later than the end of the 12-month period immediately following the
year to which the contribution relates. In addition, the Salary Deferrals must relate to Plan Compensation that either would
have been received by the Employee in the Plan Year but for the Employee's election to defer or are attributable to services
performed by the Employee in the Plan Year and, but for the Employee's election to defer, would have been received by the
Employee within 21⁄2 months after the close of the


Plan Year.


 


In addition, Salary Deferrals
made pursuant to a Salary Deferral Election may not be made earlier than the date the Participant performs the services to which
such Salary Deferrals relate or the date the compensation subject to such Salary Deferral Election would be currently available
to the Participant absent the deferral election (if earlier).


 









    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



Regardless of when a Participant elects to commence
making Salary Deferrals, the commencement of Salary Deferrals may be delayed for a reasonable period of time in order to implement
the Salary Deferral election.


 


A Salary
Deferral Election is valid even though it is executed by an Employee before he/she actually has qualified as a Participant,
so long as the Salary Deferral Election is not effective before the date the Employee is a Participant.


 


		(b)	Change in deferral election. An Employee must be permitted to enter into a new
Salary Deferral Election or to modify or terminate an existing Salary Deferral Election at least once a year. Additional dates
may be designated on the Salary Deferral Election form (or other written procedures) as to when a Participant may modify or terminate
a Salary Deferral Election. Alternatively, the Employer may designate under AA §6A-7 of the Profit Sharing/401(k) Plan Adoption
Agreement specific dates for a Participant to modify or terminate an existing Salary Deferral Election. Any election to modify
or terminate a Salary Deferral Election will take effect within a reasonable period following such election and will apply only
on a prospective basis. Regardless of any specific dates designated under AA §6A-7, an Employee may be allowed to increase
his/her deferral election up to the Elective Deferral Dollar Limit at any time during the last two months of the Plan Year.



 


		(c)	Automatic Contribution Arrangement. The Employer may elect under AA §6A-8
of the Profit Sharing/401(k) Plan Adoption Agreement to provide for an automatic deferral election under the Plan. If the Employer
elects to apply an automatic deferral election, the Employer will automatically withhold the amount designated under AA §6A-8
from Participants’ Plan Compensation, unless the Participant completes a Salary Deferral Election electing a different deferral
amount (including a zero deferral amount). Unless provided otherwise under AA §6A-8, an Employee who is automatically enrolled
under a prior plan document will continue to be automatically enrolled under the current Plan document.



 


		(1)	Eligible Automatic Contribution Arrangement (EACA). To the extent an Automatic
Contribution Arrangement satisfies the requirements of an EACA for a Plan Year, as set forth below, such Automatic Contribution
Arrangement will automatically qualify as an EACA for purposes of applying the special rules applicable to EACAs described in subsection
(2) below. If an Automatic Contribution Arrangement does not satisfy the requirement for an EACA for an entire Plan Year, the Automatic
Contribution Arrangement will not be eligible for the special EACA provisions under subsection (3) for such Plan Year. However,
the Automatic Contribution Arrangement continues to apply for such Plan Year and the failure to qualify as an EACA has no impact
on the qualified status of the Plan or on the Employer’s ability to rely on the Favorable IRS Letter issued with respect
to the Plan. Thus, the provisions under subsection (2) will continue to apply as selected in AA 6A-8 for the Plan Year, even if
the Automatic Contributions Arrangement does not qualify as an EACA for the entire Plan Year. For this purpose, an Automatic Contribution
Arrangement that satisfies the requirements for a QACA under Section 6.04(b) also may qualify as an EACA under this subsection
(c).



 


		(2)	Definition of Eligible Automatic Contribution Arrangement (EACA). The Plan will
qualify as an EACA if the Plan provides for an automatic deferral election (as described in subsection (i)) and provides an annual
written notice as described in subsection (iv) below. Any Salary Deferrals withheld pursuant to an automatic deferral election
will be deposited into the Participant’s Salary Deferral Account.



 


		(i)	Automatic deferral election. To qualify as an EACA, each Employee eligible to participate
in the Plan must have a reasonable opportunity after receipt of the notice described in subsection (iv) to make an affirmative
election to defer (or an election not to defer) under the Plan before any automatic deferral election goes into effect. If an automatic
deferral election applies under the Plan, such election will not apply to Participants who have entered into a Salary Deferral
Election for an amount equal to or greater than the automatic deferral amount designated under AA §6A-8. The Employer also
may elect to apply the automatic deferral election only to Participants who become eligible to participate after a specified date.
If the Plan otherwise qualifies as an EACA but the automatic contribution arrangement does not apply to all eligible Employees
(who have not entered into an affirmative deferral election), the Plan will not qualify for the extended 6-month correction period
described in subsection (3)(ii) below.



 


An automatic deferral election ceases to apply
with respect to any Employee who makes an affirmative election (that remains in effect) to make Salary Deferrals or to not have
any Salary Deferrals made on his/her behalf. Salary Deferrals made pursuant to an automatic deferral election will cease as soon
as administratively feasible after an Eligible Employee makes an affirmative deferral election. In addition, automatic deferrals
will be reduced or stopped to meet the limitations under Code §§401(a)(17), 402(g), and 415 and to satisfy any suspension
period required after a distribution.


 


Unless elected otherwise under AA
 §6A-8(a)(6)(i), a Participant’s affirmative election to defer (or to not defer) will cease upon termination of
employment. If a terminated Participant’s affirmative election to defer (or to not defer) ceases upon termination of
employment, the Participant will be subject to the automatic deferral provisions of this subsection (i) upon rehire,
including the default election provisions and the notice requirements under subsection (iv)below.


 









    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 


  


		(ii)	Uniformity requirement. If an Eligible
Employee does not make an affirmative deferral election, such Employee will be treated as having elected to make Salary Deferrals
in an amount equal to a uniform percentage of Plan Compensation as set forth in AA §6A-8. For this purpose, an automatic
deferral election will not fail to be a uniform percentage of Plan Compensation merely because:



 


		(A)	The deferral percentage varies based on the number of years an eligible Employee has participated
in the Plan (e.g., due to the application of an automatic increase provisions);



 


		(B)	The automatic deferral election does not reduce a Salary Deferral election in effect immediately
prior to the effective date of the automatic deferral election;



 


		(C)	The rate of Salary Deferrals is limited so as not to exceed the limits of Code §§401(a)(17),
402(g) (determined with or without Catch-Up Contributions) and 415; or



 


		(D)	The automatic deferral election is not applied during the period an employee is not permitted
to make Salary Deferrals pursuant to Section 8.10(e)(1)(ii)(C).



 


		(iii)	Automatic increase. The Plan may provide
under AA §6A-8 that the automatic deferral amount will automatically increase by a designated percentage each Plan Year.
Unless designated otherwise under AA §6A-8(a)(5), in applying any automatic deferral increase under AA §6A-8, the initial
deferral amount will apply for the period that begins when the employee first participates in the automatic contribution arrangement
and ends on the last day of the following Plan Year. The automatic increase will apply for each Plan Year beginning with the Plan
Year immediately following the initial deferral period and for each subsequent Plan Year. For example, if an Employee makes his/her
first automatic deferral for the period beginning July 1, 2014, and no special election is made under AA §6A-8(a)(5), the
first automatic increase would take effect on January 1, 2016 (assuming the Plan is using a calendar Plan Year) which is the first day of the Plan
Year beginning after the first Plan Year following the period for which the Employee makes his/her first automatic deferral under
the Plan.






 


		(iv)	Annual notice requirement. Each eligible
Employee must receive a written notice describing the Participant’s rights and obligations under the Plan which is sufficiently
accurate and comprehensive to apprise the Employee of such rights and obligations, and is written in a manner calculated to be
understood by the average Plan Participant. The annual notice only needs to be provided to those Employees who are covered under
the Automatic Contribution Arrangement. If it is impractical to provide the annual notice to a newly eligible Participant before
the date such individual becomes eligible to participate under the Plan, the notice will be treated as timely if it is provided
as soon as practicable after such date and the Employee is permitted to defer from Plan Compensation earned beginning on the date
of participation.



 


		(A)	Contents of annual notice. To qualify as an EACA, the annual notice must contain
the same information as applies for purposes of the safe harbor notice described under Section 6.04(a)(4). However, to qualify
as an EACA, the annual notice must also include a description of:



 


		(I)	the level of Salary Deferrals which will be made on the
Employee’s behalf if the Employee does not make an affirmative election;






 


		(II)	the Employee’s right under the EACA to elect not
to have Salary Deferrals made on the Employee’s behalf (or to elect to have such Salary Deferrals made in a different amount
or percentage of Plan Compensation);



 


		(III)	how contributions under the EACA will be invested and,
if the Plan provides for Participant direction of investment, how Salary Deferrals made pursuant to an automatic deferral election
will be invested in the absence of an investment election by the Employee; and



 


		(IV)	the Employee’s right to make a permissible withdrawal
(as described under subsection (3)(i) below), if applicable, and the procedures
to elect such a withdrawal.






 









    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



		(B)	Timing of annual notice. The annual notice described under this subsection (iv) must be provided at the
                                                                    same time and in the same manner as the annual safe harbor notice described in Section 6.04(a)(4). The annual notice must be
                                                                    provided within a reasonable period before the beginning of each Plan Year (or, in the year an Employee becomes an eligible
                                                                    Employee, within a reasonable period before the Employee becomes an eligible Employee). In addition, a notice satisfies the
                                                                    timing requirements only if it is provided sufficiently early so that the Employee has a reasonable period of time after
                                                                    receipt of the notice and before the first Salary Deferral made under the arrangement to make an alternative deferral
                                                                    election.



 


The annual notice will be deemed timely if
it is provided to each eligible Employee at least 30 days (and no more than 90 days) before the beginning of each Plan Year. In
the case of an Employee who does not receive the notice within such period because the Employee becomes an eligible Employee after
the 90th day before the beginning of the Plan Year, the timing requirement is deemed to be satisfied if the notice is provided
no more than 90 days before the Employee becomes an eligible Employee (and no later than the date the Employee becomes an eligible
Employee).


 


		(v)	Timing of automatic deferral. Generally, the automatic deferral will commence as
of the date the Employee is otherwise eligible to make Salary Deferrals under the Plan, if the Employee had completed a Salary
Deferral Election. However, the automatic deferral under a QACA will be treated as timely if the automatic deferral commences no
later than the earlier of the pay date for the second payroll period or the pay date that occurs at least 30 days following the
later of:



 


		(A)	the date on which the Employee first becomes an Eligible
Employee (or becomes an Eligible Employee following a rehire); or






 


		(B)	the date on which such Employee is provided notice of
the automatic deferral, but in no event later then the time period prescribed
in Code §410(a) or any other regulations thereunder.



  


		(3)	Special Rules for Eligible Automatic Contribution
Arrangement (EACA). Effective for Plan Years beginning on or after January 1, 2008, if the
Plan provides for an automatic deferral election provision under AA §6A-8 and such automatic deferral election qualifies
as an EACA, the Employer may elect to offer special permissible withdrawals (as set forth in subsection (i) below) and will
qualify for the special delayed testing date for purposes of making refunds of Excess Contributions and/or Excess Aggregate
Contributions (as described in subsection (ii) below). To qualify as an EACA, the Plan must satisfy the provisions of
subsection (2) for the entire Plan Year. Generally, a Plan that satisfies the QACA requirements under Section 6.04(b) will
also satisfy the requirements for an EACA.






 


		(i)	Permissible Withdrawals under EACA. If so elected under AA §6A-8(b) of the
Profit Sharing/401(k) Adoption Agreement, effective for Plan Years beginning on or after January 1, 2008, any Employee who has
Salary Deferrals contributed to the Plan pursuant to an automatic deferral election under an EACA may elect to withdraw such contributions
(and earnings attributable thereto) in accordance with the requirements of this subsection (i). A permissible withdrawal under
this subsection (i) may be made without regard to any elections under AA §10 and will not cause the Plan to fail the prohibition
on in- service distribution applicable to Salary Deferrals under Section 8.10(c). In addition, such withdrawal may be made without
regard to any notice or consent otherwise required under Code §401(a)(11) or §417. Any Salary Deferrals that are distributed
under this subsection (i) are not taken into account under the ADP Test (as described in Section 6.01(a)) or under the ACP Test
(as described in Section 6.02(a)) for the Plan Year for which the Salary Deferrals were made or for any other Plan Year.






 


		(A)	Amount of distribution. A distribution satisfies the requirement of this subsection
(i) if the distribution is equal to the amount of Salary Deferrals made pursuant to the automatic deferral election through the
effective date of the withdrawal election (as described in subsection (C)) adjusted for allocable gains and losses as of the date
of the distribution. For this purpose, allocable gains and losses are determined in the same manner as for corrective distributions
of Excess Contributions (as described in Section 6.01(b)(2)(ii)).



 


The distribution amount determined under this
subsection (A) may be reduced by any generally applicable fees. However, the Plan may not charge a greater fee for a permissible
distribution under this subsection (i) than applies with respect to other Plan distributions.


 


		(B)	Timing
                                         of permissive withdrawal election. An election to withdraw Salary Deferrals under
                                         this subsection (i) must be made no later than 90 days after the date of the first default
                                         Salary Deferral under the EACA. The date of the first default Salary Deferral is the
                                         date that the Plan Compensation from which such Salary Deferrals are withheld would otherwise
                                         have been included in gross income. The Employer may designate an alternative period
                                         for making permissive withdrawals under AA §6A-8(b)(3).



 












    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



		(C)	Effective date of permissible withdrawal. The effective date of a permissible withdrawal
election cannot be later than the pay date for the second payroll period that begins after the election is made or, if earlier,
the first pay date that occurs at least 30 days after the election is made. If an Employee does not make automatic deferrals to
the Plan for an entire Plan Year (e.g., due to termination of employment), the Plan may allow such Employee to take a permissive
withdrawal, but only with respect to default contributions made after the Employee’s return to employment.



 


		(D)	Consequences of permissible withdrawal. Any amount distributed under this subsection
(i) is includible in the Employee’s gross income for the taxable year in which the distribution is made. However, the portion
of any distribution consisting of Roth Deferrals is not included in an Employee’s gross income a second time. In addition,
a permissible withdrawal under this subsection (i) is not subject to any penalty tax under Code §72(t). Unless the Employee
affirmatively elects otherwise, any withdrawal request will be treated as an affirmative election to stop having Salary Deferrals
made on the Employee’s behalf as of the date specified in subsection (C) above.






 


		(E)	Forfeiture of Matching Contributions. In
the case of any withdrawal made under this subsection (i), any Matching Contributions
made with respect to such withdrawn Salary Deferrals must be forfeited. Any forfeiture of Matching Contributions under this subsection
(E) will be made in accordance with the requirements of Section 7.13.






 


		(ii)	Expansion of corrective distribution period for
EACAs. If the Plan qualifies as an EACA (as defined in subsection (2) above), the corrective distribution provisions applicable
to Excess Contributions and Excess Aggregate Contributions under Sections 6.01(b)(2) and 6.02(b)(2) are modified to allow a corrective
distribution no later than 6 months (instead of 21⁄2 months) after the last day of the Plan Year in which such excess amounts
arose to avoid the 10% excise tax with respect to such corrective distributions. This subsection (ii) is effective
for corrective distributions made for Plan Years beginning on or after January 1, 2008.






 


		(iii)	Preemption of state law. In applying the
provisions of this subsection (c), if the Plan satisfies the requirements for an EACA under subsection (2), any law of a State
which would directly or indirectly prohibit or restrict the inclusion of an automatic contribution arrangement shall be superseded.



 


		(d)	Catch-Up Contributions. If permitted under AA §6A-4 of the Profit
                                                                        Sharing/401(k) Plan Adoption Agreement, a Participant who is aged 50 or over by the end of his/her taxable year beginning in
                                                                        the calendar year may make Catch-Up Contributions under the Profit Sharing/401(k) Plan, provided such Catch-Up Contributions
                                                                        are in excess of an otherwise applicable limit under the Plan. For this purpose, an otherwise applicable Plan limit is a
                                                                        limit in the Plan that applies to Salary Deferrals without regard to Catch-up Contributions, such as a Plan-imposed Salary
                                                                        Deferral limit under AA §6A-2, the Code §415 Limitation (described
in Section 5.03), the Elective Deferral Dollar Limit (described in Section 5.02), and the limit imposed by the ADP Test (described
in Section 6.01). For this purpose, an ADP Test limit only applies to the extent a Highly Compensated Employee is required to
receive a corrective refund under Section 6.01(b)(2).






 


		(1)	Catch-Up Contribution Limit. Catch-up Contributions
for a Participant for a taxable year may not exceed the Catch-Up Contribution Limit. The Catch-Up
Contribution Limit for taxable years beginning in 2010 through 2014 is $5,500. For taxable years beginning after 2014, the
Catch-Up Contribution Limit will be adjusted for cost-of-living increases under Code §414(v)(2)(C). The Employer may
operationally limit Catch-Up Contributions so that a Participant’s total Catch-Up Contributions, when added to other
Salary Deferrals, may not exceed 75 percent of the Participant’s Plan Compensation for the taxable year. (A Different
Catch-Up Contribution Limit applies for SIMPLE 401(k) Plans. See Section 6.05(b)(2).)






 


		(2)	Special treatment of Catch-Up Contributions. Catch-up Contributions are not
                                                                          subject to the Elective Deferral Dollar Limit or the Code §415 Limitation, are not counted in the ADP Test, and are not
                                                                          counted in determining the minimum allocation under Code §416 (as defined in Section 4.04), but Catch-Up Contributions
                                                                          made in prior years are counted in determining whether the
Plan is Top Heavy.






 









    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



		(e)	Roth Deferrals. For Plan Years beginning on or after January 1, 2006, if permitted
under AA §6A-5 of the Profit Sharing/401(k) Plan Adoption Agreement, a Participant may designate all or a portion of his/her
Salary Deferrals as Roth Deferrals. For this purpose, a Roth Deferral is a Salary Deferral that satisfies the following conditions.



 


		(1)	Irrevocable election. The Participant makes an irrevocable election (at the time
the Participant enters into his/her Salary Deferral Election) designating all or a portion of his/her Salary Deferrals as Roth
Deferrals. The irrevocable election applies with respect to Salary Deferrals that are made pursuant to such election. A Participant
may modify or change a Salary Deferral Election to increase or decrease the amount of Salary Deferrals designated as Roth Deferrals,
provided such change or modification applies only with respect to Salary Deferrals made after such change or modification. (See
subsection (b) above for rules regarding the timing of permissible changes or modifications to a Participant’s Salary Deferral
Election.)



 


		(2)	Subject to immediate taxation. To the extent a Participant designates all or a
portion of his/her Salary Deferrals as Roth Deferrals, such amounts will be includible in the Participant’s income at the
time the Participant would have received the contribution amounts in cash if the Employee had not made the Salary Deferral election.



 


		(3)	Separate account. Any amounts designated as Roth Deferrals will be maintained by the
Plan in a separate Roth Deferral Account. The Plan will credit and debit all contributions and withdrawals of Roth Deferrals to
such separate Account. The Plan will separately allocate gains, losses, and other credits and charges to the Roth Deferral Account
on a reasonable basis that is consistent with such allocations for other Accounts under the Plan. However, in no event may the
Plan allocate forfeitures under the Plan to the Roth Deferral Account. The Plan will separately track Participants’ accumulated
Roth Deferrals and the earnings on such amounts.



 


		(4)	Satisfaction of Salary Deferral requirements.
Roth Deferrals are subject to the same requirements as apply to Salary Deferrals. Thus Roth Deferrals are subject
to the following requirements:






 


		(i)	Roth Deferrals are always 100% vested, as provided in
Section 7.01.



 


		(ii)	Roth Deferrals are subject to the Elective Deferral Dollar
Limit, as described in Section 5.02. For this purpose, all Salary Deferrals (both Pre-Tax Salary Deferrals and Roth Deferrals)
are aggregated in applying the Elective Deferral Dollar Limit.



 


		(iii)	Roth Deferrals are subject to the same distribution restrictions
as apply to Salary Deferrals under Section 8.10(c). See Section 8.11(b) for special distribution provisions applicable to Roth
Deferrals.



 


		(iv)	Roth Deferrals are subject to ADP nondiscrimination testing,
as set forth in Section 6.01.



 


		(v)	Roth Deferrals are subject to the required minimum distribution requirements under Code §401(a)(9),
as set forth in Section 8.12.



 


		(vi)	Roth Deferrals are treated as Employer Contributions for purposes of Code §§401(a), 401(k), 402, 411, 412, 415, 416 and 417.






 


		(5)	Rollover of Roth Deferrals.



 


		(i)	Rollovers from this Plan. For purposes of the rollover rules under Section 8.05,
a Direct Rollover of a distribution from a Participant’s Roth Deferral Account will only be made to another Roth Deferral
Account under a qualified plan described in Code §401(a) or an annuity contract or custodial account described in Code §403(b)
or to a Roth IRA described in §408A, and only to the extent the rollover is permitted under the rules of Code §402(c).



 


		(ii)	Rollovers to this Plan. Subject to the
provisions under Section 3.07, a Participant may make a Rollover Contribution to his/her Roth Deferral Account only if the rollover
is a Direct Rollover from another Roth Deferral Account under a qualified retirement plan (as described in Section 3.07) and only
to the extent the rollover is permitted under the rules of Code §402(c). A rollover of Roth Deferrals may not be made to
this Plan from a Roth IRA. Any rollover of Roth Deferrals to this Plan will be held in a separate Roth Rollover Account.



 


		(iii)	Minimum rollover amount. The Plan will
not provide for a Direct Rollover (including an Automatic Rollover) for distributions from a Participant's Roth Deferral Account
if it is reasonably expected (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. In addition, any distribution from a Participant's Roth Deferral Account is
not taken into account in determining whether distributions from a Participant's other Accounts are reasonably expected to total
less than $200 during a year. However, Eligible Rollover Distributions from a Participant's Roth Deferral Account are taken into
account in determining whether the total amount of the Participant’s Account Balances under the Plan exceeds $1,000 for
purposes of applying the Automatic Rollover provisions under Section 8.06.



 









    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



		(iv)	Separate treatment of Roth Deferrals. The
provisions under Section 8.05 that allow a Participant to elect a Direct Rollover of only a portion of an Eligible Rollover Distribution
but only if the amount rolled over is at least $500 is applied by treating any amount distributed from the Participant’s
Roth Deferral Account as a separate distribution from any amount distributed from the Participant's other Accounts in the Plan,
even if the amounts are distributed at the same time.



 


		(f)	In-Plan Roth Conversions. Effective on or after September 27, 2010, the Employer
may elect under AA §6A-5(c) of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement to permit In-Plan Roth Conversions
under the Plan. For this purpose, an In-Plan Roth Conversion is a distribution from a Participant’s Plan Account, other than
a Roth Deferral Account or Roth Rollover Account, that is rolled over to the Participant’s In-Plan Roth Conversion Account
under the Plan, pursuant to Code §402A(c)(4). An In-Plan Roth Conversion may be accomplished by a direct conversion or by
a distribution and rollover back into the Participant’s In-Plan Roth Conversion Account. Any election to make an In-Plan
Roth Conversion during a taxable year may not be changed after the In-Plan Roth Conversion is completed.



 


An In-Plan Roth Conversion may be elected by
a Participant, a spousal beneficiary, or an alternate payee who is a spouse or former spouse. To the extent the term “Participant”
is used in this subsection (f) for purposes of determining eligibility to make an In-Plan Roth Conversion, such term will also
include a spousal beneficiary and an alternate payee who is a spouse or former spouse.


 


To permit In-Plan Roth Conversions, AA
 §6A-5(c) of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement must be completed. If In-Plan Roth
Conversions are not specifically authorized under AA §6A-5(c), Participants may not make an In-Plan Roth Conversion. AA
 §6A-5(c) need not be completed if In-Plan Roth Conversions are not permitted under the Plan. In addition, if In-Plan
Roth Conversions are permitted under AA §6A- 5(c), the Plan must allow for Roth Deferrals as of the date the In-Plan
Roth Conversion is permitted under the Plan.


 


[The provisions under this subsection (f)
and AA §6A-5(c) do not consider the rules under the American Taxpayer Relief Act of 2012. For rules applicable to In-Plan
Roth Conversions that occur on or after January 1, 2013, see Appendix B and Interim Amendment #1 under the Nonstandardized Profit
Sharing/401(k) Plan Adoption Agreement.]


 


		(1)	Amounts eligible for In-Plan Roth Conversion. If permitted under AA §6A-5(c)
of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement, a Participant may convert any portion of his/her vested Account
Balance (other than amounts attributable to Roth Deferrals or Roth Deferral rollovers) to an In-Plan Roth Conversion Account. However,
to make an In-Plan Roth Conversion, a Participant must be eligible to receive a distribution that qualifies as an Eligible Rollover
Distribution, as defined in Code §402(c)(4). An in-service distribution may be authorized under AA §10-1, AA §10-2
or under AA §6A-5(c)(2).



 


While an In-Plan Roth Conversion is treated as
a distribution for certain purposes under the Plan, an In-Plan Roth Conversion will not be treated as a distribution for the
following purposes:


 


		(i)	Participant loans. A Participant loan directly transferred in an
                                                                          In-Plan Roth Conversion without changing the repayment schedule is not treated as a new loan. The Employer may elect in
                                                                          AA§6A- 5(c)(4)(iii) to not permit Participant loans to
be distributed as part of an In-Plan Roth Conversion.






 


		(ii)	Spousal consent. An In-Plan Roth Conversion
is not treated as a distribution for purposes of applying the spousal consent requirements under Code §401(a)(11). Thus,
a married Plan Participant is not required to obtain spousal consent in connection with an election to make an In-Plan Roth Conversion,
even if the Plan is otherwise subject to the spousal consent requirements under Code §401(a)(11).



 


		(iii)	Participant consent. An In-Plan Roth Conversion
is not treated as a distribution for purposes of applying the participant consent requirements under Code §411(a)(11). Thus,
amounts that are converted as part of an In-Plan Roth Conversion continue to be taken into account in determining whether the
Participant’s vested Account Balance exceeds $5,000 for purposes of applying the Involuntary Cash-Out provisions and will
not trigger the requirement for a notice of the Participant’s right to defer receipt of the distribution.



 









    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



		(iv)	Protected benefits. An In-Plan Roth Conversion
is not treated as a distribution under Code §411(d)(6)(B)(ii). Thus, a Participant
who had a distribution right (such as a right to an immediate distribution) prior to the In-Plan Roth Conversion cannot have that
distribution right eliminated solely as a result of the election to make an In-Plan Roth Conversion.






 


		(v)	Mandatory withholding. An In-Plan Roth Conversion is not subject to 20% mandatory
withholding under Code §3405(c).



 


		(2)	Effect of In-Plan Roth Conversion. A Participant must include in gross income the
taxable amount of an In- Plan Roth Conversion. For this purpose, the taxable amount of an In-Plan Roth Conversion is the fair market
value of the distribution reduced by any basis in the converted amounts. If the distribution includes Employer securities, the
fair market value includes any net unrealized appreciation within the meaning of Code §402(e)(4). If an outstanding loan is
rolled over as part of an In-Plan Roth Conversion, the amount includible in gross income includes the balance of the loan.
Generally, the taxable amount of an In-Plan Roth Conversion is includible in gross income in the taxable year in which the
conversion occurs. However, for In-Plan Roth Conversions made in 2010, the taxable amount is includible in gross income half
in 2011 and half in 2012 unless the Participant elects to include the taxable amount in gross income in 2010. However, see
Notice 2010-84, Q&A 11, for rules that apply if a Participant spreads income over 2011 and 2012 and subsequently takes a
distribution of such amounts before the entire amount of the conversion is taken into income.






 


		(3)	Application of Early Distribution Penalty under Code §72(t). An In-Plan Roth
Conversion is not subject to the early distribution penalty under Code §72(t) at the time of the conversion. However, if an
amount allocable to the taxable amount of an In-Plan Roth
Conversion is subsequently distributed within the 5-taxable-year period beginning with the first day of the
Participant’s taxable year in which the conversion was made, the amount distributed is treated as includible in gross
income for purposes of applying the Code §72(t) early distribution penalty. For this purpose, the 5-taxable-year period
ends on the last day of the Participant’s fifth taxable year in the period. This subsection (3) will not apply to the
extent the distribution is rolled over to a Roth account in another qualified plan or is rolled over to a Roth IRA. However,
the rule under this subsection (3) will apply to any subsequent distributions made from such other Roth account or Roth IRA
within the 5-taxable-year period.






 


		(4)	Contribution Sources. Unless elected otherwise under AA §6A-5(c)(3), an
                                                                          In-Plan Roth Conversion may be made from any contribution source under the Plan. The Employer may elect in AA
                                                                          §6A-5(c)(3) to limit the contribution sources that are eligible for In-Plan Roth Conversion. In addition, the Employer
                                                                          may elect in AA §6A-5(c)(4)(i) to limit In-Plan Roth Conversions to contribution accounts that are 100% vested.






 


	3.04	Matching Contributions. The Employer may
elect under AA §6B of the Profit Sharing/401(k) Plan Adoption Agreement to authorize Matching Contributions under the Plan.
If the Employer elects more than one Matching Contribution formula under AA §6B-2, each formula is applied separately. A
Participant’s aggregate Matching Contributions will be the sum of the Matching Contributions under all such formulas. Any
Matching Contribution made under the Plan will be allocated to Participants’ Matching Contribution Account. To receive an
allocation of Matching Contributions, a Participant must satisfy any allocations conditions designated under the Plan, as described
in Section 3.09 below.



 


A contribution will not be considered a Matching
Contribution if such contribution is contributed before the underlying Salary Deferral or After-Tax Employee Contribution election
is made or before an Employee performs the services with respect to which the underlying Salary Deferrals or After-Tax Employee
Contributions are made (or when the cash that is subject to such election would be currently available, if earlier). A Matching
Contribution will not be treated as failing to satisfy the requirements of this paragraph merely because contributions are occasionally
made before the Employee performs the services with respect to which the underlying Salary Deferral or After-Tax Employee Contribution
election is made (or when the cash that is subject to such elections would be currently available, if earlier) in order to accommodate
bona fide administrative considerations (and such amounts are not paid early for the principal purpose of accelerating deductions).


 


		(a)	Contributions eligible for Matching Contributions.  The Matching Contribution formula(s)
apply to Salary Deferrals and After-Tax Employee Contributions made under the Plan, to the extent authorized under the Adoption
Agreement. The Employer may elect under AA §6D-2 of the Profit Sharing/401(k) Plan Adoption Agreement to exclude After-Tax
Employee Contributions from the Matching Contribution formula(s). If the Matching Contribution formula(s) applies to both Salary
Deferrals and After-Tax Employee Contributions, such contributions are aggregated to determine the Matching Contributions under
the Plan. Any reference to Salary Deferrals under the Matching Contribution formula(s) includes After-Tax Employee Contributions
to the extent such amounts are eligible for Matching Contributions under the Plan.



 









    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



In addition, the Employer may elect under AA
 §6B-3(b) of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement to match Elective Deferrals under another qualified
plan, 403(b) plan or 457 plan maintained by the Employer. If the Employer elects to make a Matching Contribution based on the
Employee’s Elective Deferrals or Roth Deferrals under another qualified plan, 403(b) plan or 457 plan, the Employer shall
make a Matching Contribution on behalf of any eligible Participant who makes Elective Deferrals or Roth Deferrals to the plan
designated under AA §6B-3(b). Any such Matching Contribution made to the Plan will be allocated in accordance with any special
provisions added under AA §6B-3(b). Any such Matching Contributions will be in addition to any Matching Contributions made
with respect to Salary Deferrals or After-Tax Employee Contributions under this Plan.


 


		(b)	Period for determining
                                         Matching Contributions. AA §6B-5 sets forth the period for which the Matching
                                         Contribution formula(s) applies. For this purpose, the period designated in AA §6B-5
                                         applies for purposes of determining the amount of Salary Deferrals (and After-Tax Employee
                                         Contributions, if applicable) taken into account in applying the Matching Contribution
                                         formula(s) and in applying any limits on the amount of Salary Deferrals that may be taken
                                         into account under the Matching Contribution formula(s). (See subsection (c) for rules
                                         applicable to true-up contributions where the Employer contributes Matching Contributions
                                         to the Plan on a different period than selected under AA §6B-5.)






 


If the Employer elects a discretionary Matching
Contribution under AA §6B-2, the Employer may elect to make a different Matching Contribution for each period designated in
AA §6B-5. Thus, for example, if the discretionary Matching Contribution is based on the Plan Year quarter under AA §6B-5,
the Employer may elect to make a different level of Matching Contribution for each Plan Year quarter. The Matching Contribution
for the full Plan Year must be taken into account in applying the ACP Test with respect to such Plan Year.


 


		(c)	True-up contributions. If the Employer makes Matching Contributions more frequently
than annually, the Employer may have to make true-up contributions for Participants. True-up contributions will be required if
the Employer actually contributes Matching Contributions to the Plan on a more frequent basis than the period that is used to determine
the amount of the Matching Contributions under AA §6B-5 or AA §6C-2(a) of the Profit Sharing/401(k) Plan Adoption Agreement
with respect to Safe Harbor Contributions. For example, if Matching Contributions apply with respect to Salary Deferrals made for
the Plan Year, but the Employer contributes the Matching Contributions on a quarterly basis, the Employer may have to make a true-up
contribution to any Participant based on Salary Deferrals for the Plan Year. If a true-up contribution is required under this subsection
(c), the Employer may make such additional contribution as required to satisfy the contribution requirements under the Plan. Similar
true-up contribution requirements will apply with respect to Safe Harbor/QACA Safe Harbor Matching Contributions under Section
6.04(a)(1)(ii). If true-up contributions will not be made for any Participant under the Plan, payroll period should be selected
under AA §6B-5(a) or AA §6C-2(a), as applicable.



 


If a period other than the Plan Year is selected
under AA §6B-5, the Employer may make an additional discretionary Matching Contribution equal to the true-up contribution
that would otherwise be required if Plan Year was selected under AA §6B-5. If an additional discretionary Matching Contribution
is made under this subsection (c), such contribution must be provided to all eligible Participants who would otherwise be entitled
to a true-up contribution based on Plan Compensation for the Plan Year.


 


		(d)	Qualified Matching Contributions (QMACs). Notwithstanding any contrary
                                                                        selections in the Profit Sharing/401(k) Plan Adoption Agreement, for any Plan Year, the Employer may make a discretionary
                                                                        QMAC on behalf of Nonhighly Compensated Participants under the Plan. Such QMAC will be allocated uniformly to all Nonhighly
                                                                        Compensated Participants, without regard to any allocation conditions selected in AA §6B-7, unless designated otherwise
                                                                        under AA §6D-4 of the Profit Sharing/401(k) Plan
Adoption Agreement. In addition, the Employer may elect under AA §6D-4 to treat all (or a portion) of the Matching Contributions
designated under AA §6B-2 as QMACs. (See Sections 6.01(b)(3) and 6.02(b)(3) for a description of the amount of QMACs that
may be taken into account under the ADP Test and/or ACP Test.)






 


		(1)	Requirements for QMACs. Any QMAC contributed
pursuant to this subsection (d) must satisfy the following requirements at the time the contribution is made to the Plan, regardless
of any inconsistent elections under the Profit Sharing/401(k) Plan Adoption Agreement:



 


		(i)	100% vesting. A QMAC must be 100% vested
when contributed to the Plan.



 


		(ii)	Distribution restrictions. A QMAC must
be subject to the same distribution restrictions applicable to Salary Deferrals under Section 8.10(c), except that no portion
of a Participant’s QMAC Account may be distributed on account of Hardship. See Section 8.10(e).



 


		(iii)	Allocation conditions. A QMAC will not
be subject to the allocation provisions applicable to Matching Contributions, as designated under AA §6B-7,
unless provided otherwise under AA §6D-4.






 


		(iv)	Discretionary QMAC. If the Employer makes
both a discretionary Matching Contribution under AA §6B-2(a) and a discretionary QMAC, the Employer must designate, in writing,
the amount of the Matching Contribution that is designated as a regular Matching Contribution and the amount designated as a QMAC.



 









    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



		(2)	Targeted QMAC.  If elected under AA §6D-4 of the Profit Sharing/401(k) Plan
Adoption Agreement, the Employer may make a discretionary QMAC and allocate such QMAC as a Targeted QMAC. If the Employer makes
a Targeted QMAC, the QMAC will be allocated to Nonhighly Compensated Participants in the QMAC Allocation Group, starting with Nonhighly
Compensated Participants with the lowest Plan Compensation for the Plan Year. For this purpose, the QMAC Allocation Group is made
up of the Nonhighly Compensated Participants (equal to one-half of total Nonhighly Compensated Participants under the Plan), with
the lowest level of Plan Compensation for the Plan Year who have made Salary Deferrals and/or After-Tax Employee Contributions
during the Plan Year that are eligible for Matching Contributions. If the Plan is disaggregated for otherwise excludable Employees
pursuant to Section 6.03(b), the Employer may allocate the QMAC only to Participants in a particular disaggregated portion of the
Plan. See Section 6.03(c).



 


		(i)	Amount of Matching Contribution. The QMAC
will be allocated to Nonhighly Compensated Participants in the QMAC Allocation Group as follows:



 


		(A)	The QMAC will be allocated first to the Nonhighly Compensated Participant(s) with the lowest
Plan Compensation up to the greater of 5% of Plan Compensation or 100% of the Participant’s deferral rate and continuing
with Nonhighly Compensated Employees in the QMAC Allocation Group with the next higher level of Plan Compensation, until all of
the QMAC has been allocated (or until all Nonhighly Compensated Employees in the QMAC Allocation Group have received the maximum
5% of Plan Compensation or 100% Matching Contribution). If after this allocation, QMAC contributions are still
available, additional Matching Contributions may be made to Nonhighly Compensated Employees in the QMAC Allocation Group (beginning
with Nonhighly Compensated Participant(s) with the lowest Plan Compensation) up to a maximum of twice the lowest Matching Contribution
rate received by any Nonhighly Compensated Participant(s) in the QMAC Allocation Group.






 


		(B)	If additional QMACs remain to be allocated after the allocation under subsection (A) (e.g., because
the Plan still fails the ACP test), the additional QMACs will be allocated to the Nonhighly Compensated Employees in the QMAC Allocation
Group (beginning with Nonhighly Compensated Participant(s) with the lowest Plan Compensation) in an amount necessary to provide
a Matching Contribution rate equal to the highest Matching Contribution rate of any Nonhighly Compensated Employee in the QMAC
Allocation Group. If additional QMACs remain, the remaining QMACs will be allocated beginning with the Nonhighly Compensated Employees
in the QMAC Allocation Group (beginning with Nonhighly Compensated Participant(s) with the lowest Plan Compensation) up to twice
the lowest Matching Contribution rate for any Nonhighly Compensated Employee in the QMAC Allocation Group. This allocation will
continue until all QMACs have been allocated to the Nonhighly Compensated Employees in the QMAC Allocation Group.



 


		(ii)	Determining Matching Contribution rate.
In determining the allocation of the Targeted QMAC under this subsection (2), the Matching Contribution rate is the total Matching
Contributions allocated to the Nonhighly Compensated Employee (determined as a percentage of Salary Deferrals and/or After-Tax
Employee Contributions, to the extent eligible for Matching Contributions). If the Matching Contribution rate is not the same
for all levels of Salary Deferrals and or After-Tax Employee Contributions, the Nonhighly Compensated Employee’s Matching
Contribution rate is determined assuming the Employee’s total Salary Deferrals and/or After Tax Contributions are equal
to 6% of Plan Compensation, regardless of how much the Employee actually contributes under the Plan.



 


		(iii)	Special rule for Prevailing Wage Contributions.
To the extent QMACs are made in connection with the Employer's obligation to pay Prevailing Wages, this subsection (2)
may be applied by increasing the 5% of Plan Compensation limit to 10% of Plan Compensation.



 


	3.05	Safe Harbor/QACA Safe Harbor Contributions.
The Employer may elect under AA §6C of the Profit Sharing/401(k) Plan Adoption Agreement to treat the Plan as a Safe Harbor
401(k) Plan. To qualify as a Safe Harbor 401(k) Plan, the Employer must make a Safe Harbor/QACA Safe Harbor Employer Contribution
or a Safe Harbor/QACA Safe Harbor Matching Contribution. Such contributions are subject to special vesting and distribution restrictions
and will be allocated to a Participant’s Safe Harbor/QACA Safe Harbor Employer Contribution Account or Safe Harbor/QACA
Safe Harbor Matching Contribution Account, as applicable. See Section 6.04(a) for the requirements that must be met to qualify
as a Safe Harbor 401(k) Plan.



 









    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



	3.06	After-Tax Employee Contributions. The Employer
may elect under AA §6D-2 of the Profit Sharing/401(k) Plan Adoption Agreement or under AA §6-6 of the Nonstandardized
Profit Sharing or Money Purchase Plan Adoption Agreement to allow Participants to make After-Tax Employee Contributions under
the Plan. If permitted under AA §6D-2 or AA §6-6, as applicable, a Participant’s compensation will be reduced
by the amount the Participant elects to contribute as an After-Tax Employee Contribution. Any After-Tax Employee Contributions
made under this Plan are subject to the ACP Test outlined in Section 6.02(a). Any After-Tax Employee Contributions made under
the Plan will be held in Participants’ After-Tax Employee Contribution Account, which is always 100% vested.



 


A Participant may increase, decrease,
discontinue or resume his/her After-Tax Employee Contributions as set forth in AA §6D- 2(c) or 6-6(c), as applicable. An
Employee must be permitted to modify or terminate an existing After-Tax Employee Contribution election at least once a year.
Additional dates may be designated on the After-Tax Employee Contribution election form (or other written procedures) as to
when a Participant may commence, modify or terminate After-Tax Employee Contributions. Alternatively, the Employer may
designate under AA §6D-2(c) or AA §6-6(c), as applicable, specific dates as of which a Participant may commence,
modify or terminate After-Tax Employee Contributions. Any election to modify or terminate an After-Tax Employee Contribution
election will take effect within a reasonable period following such election and will apply only on a prospective basis.


 


A Participant may withdraw amounts from his/her
After-Tax Employee Contribution Account at any time, in accordance with the distribution rules under Section 8.10(a), except as
otherwise provided under AA §10. No forfeitures will occur solely as a result of an Employee’s withdrawal of After-Tax
Employee Contributions. The Employer may collect Participants' After-Tax Employee Contributions using payroll reduction or other
collection procedures. The Employer may designate in AA §6D-2(e) of the Nonstandardized Profit Sharing/401(k) Plan Adoption
Agreement or under AA §6-6(e) of the Nonstandardized Profit Sharing or Money Purchase Plan Adoption Agreement or in separate
administrative procedures any special rules regarding the acceptance of After-Tax Employee Contributions. Any separate procedures
will apply uniformly to all Participants under the Plan.


 


	3.07	Rollover Contributions. An Employee (or
former Employee) may make a Rollover Contribution to this Plan from a qualified retirement plan or from an IRA, if the acceptance
of rollovers is permitted under AA §C-2 or if the Plan Administrator adopts administrative procedures regarding the acceptance
of Rollover Contributions. Subject to the provisions under Section 3.03(e)(5)(ii) relating to rollovers of Roth Deferrals, any
Rollover Contribution an Employee (or former 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, except as prohibited under AA §10. Any amounts received as a Rollover
Contribution under this Section 3.07 will not be treated as an Annual Addition for purposes of applying the Code §415 Limitation
described in Section 5.03.



 


For purposes of this Section 3.07, a qualified
retirement plan is a tax-qualified retirement plan described in Code §401(a) or Code §403(a), an annuity contract described
in §403(b) of the Code, or an eligible plan under §457(b) of the Code which is maintained by a state, political subdivision
of a state, or any agency or instrumentality of a state or political subdivision of a state. To qualify as a Rollover Contribution
under this Section, the Rollover Contribution must be transferred directly from the qualified retirement plan or 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 IRA.


 


If Rollover Contributions are permitted, an
Employee (or former Employee) may make a Rollover Contribution to the Plan even if the Employee is not a Participant with respect
to any or all other contributions under the Plan, unless otherwise prohibited under AA §C-2 or separate administrative procedures
adopted by the Plan Administrator. An Employee who makes a Rollover Contribution to this Plan prior to becoming a Participant shall
be treated as a Participant only with respect to such Rollover Contribution Account, but shall not be treated as a Participant
with respect to other contribution sources under the Plan until he/she otherwise satisfies the eligibility conditions under the
Plan. To the extent Participant loans are authorized under the Plan, a “limited Participant” under this paragraph may
request a Participant loan from the Rollover Contribution Account, unless provided otherwise under AA §B-3 or separate administrative
procedures adopted by the Plan Administrator.


 


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 IRA;


 


(b)       is
not being made within sixty (60) days from receipt of the amounts from a qualified retirement plan or 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.


 









    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



The Plan Administrator may apply different conditions
for accepting Rollover Contributions from qualified retirement plans and IRAs. For example, the Plan Administrator may decide in
its discretion whether to accept a Direct Rollover of a loan note from another qualified plan. Any conditions on Rollover Contributions
must be applied uniformly to all Employees under the Plan.


 


	3.08	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 10.03(d). No part of
the deductible voluntary contribution Account will be used to purchase life insurance. Subject to the Joint and Survivor Annuity
requirements under Section 9 (if applicable), the Participant may withdraw any part of the deductible voluntary contribution Account
by making a written application to the Plan Administrator.



 


	3.09	Allocation Conditions. In order to receive
an allocation of Employer Contributions (other than Salary Deferrals and Safe Harbor/QACA Safe Harbor Contributions) or an allocation
of Matching Contributions, a Participant must satisfy any allocation conditions designated under AA §6-5 or AA §6B-7,
as applicable. If the Employer elects under AA §6-5(d) or AA §6B-7(d) of the Nonstandardized Adoption Agreement to apply
a minimum service requirement, the Employer may elect to base such minimum service requirement on the basis of Hours of Service
or on the basis of consecutive days of employment under the Elapsed Time method. 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 safe harbor allocation condition, a Participant who completes the minimum
service required under the safe harbor allocation formula (to the extent designated under AA §6-5 or AA §6B-7, as applicable),
will satisfy the safe harbor allocation condition for receiving an Employer Contribution or Matching Contribution, even if the
Participant’s employment terminates during the Plan Year. (The safe harbor allocation condition is the only allocation condition
that may be required under the Standardized Profit Sharing/401(k) Plan Adoption Agreement.)



 


	 	(a)	Application to designated period. Instead of applying the allocation conditions
on the basis of the Plan Year, the Employer may elect in AA §6-5(e) or AA §6B-7(e) of the Nonstandardized Plan Adoption
Agreement to apply the allocation conditions on the basis of designated periods. If the Employer elects to apply a last day of
employment condition on the basis of designated periods, a Participant will not be entitled to an allocation of Employer Contributions
or Matching Contributions for any period designated under AA §6-5(e)(1) or AA §6B-7(e)(1), as applicable, unless the
Participant is employed by the Employer at the end of such designated period. If the Employer elects to apply an Hours of Service
allocation condition on the basis of designated periods, a Participant will not be entitled to an allocation of Employer Contributions
or Matching Contributions for any period designated under AA §6- 5(e)(1) or AA §6B-7(e)(1), as applicable,
unless the Participant satisfies the required service condition before the end of such designated period.






 


If the Employer elects to apply the
allocation conditions on the basis of designated periods, the Employer may elect to apply any Hours of Service condition
using the cumulative method (as described in subsection (1) below) or the period- by-period method (as described in
subsection (2) below). The Employer may elect operationally to use either method in applying the Hours of Service condition,
provided the Employer uses the same method for all affected Employees during any given period. (If the Employer elects to
apply a minimum service requirement on the basis of days of employment under AA §6-5(d)(2) or AA §6B-7(d)(2) of the
Nonstandardized Plan Adoption Agreement, as applicable, the Employer may not apply such minimum service condition on the
basis of designated periods. Likewise, the Employer may not apply any Hours of Service requirement under a safe harbor
allocation condition on the basis of designated periods. In either case, however, the Employer may apply a last day of
employment condition, if applicable, on the basis of designated periods.)


 


		(1)	Cumulative method. Under the cumulative method, the Hours of Service condition
is applied with respect to each designated period on a cumulative basis for the Plan Year. The required service condition for any
period is determined by multiplying the required Hours of Service (or days of employment, if applicable) 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. For example, if a Participant must complete 1,000 Hours of Service to receive
an Employer Contribution or Matching Contribution under the Plan, and the Employer elects to apply such condition on the basis
of Plan Year quarters under AA §6-5(e)(1)(i) or AA
 §6B-7(e)(1)(i) of the Nonstandardized Plan Adoption Agreement, as applicable, a 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 Contribution or Matching
Contribution for such period. If a Participant does not satisfy the required service condition for any designated period
during the Plan Year, no Employer Contribution or Matching Contribution will be allocated to that Participant for such
period.






 









    
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Prototype Defined Contribution Plan 

Section 3 – Plan Contributions


 



		(2)	Period-by-period method. Under the period-by-period method, the minimum service
allocation condition is applied separately for each designated period. The required service condition for any period is determined
by multiplying the required Hours of Service (or days of employment, if applicable) 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. For example, if a Participant must complete
1,000 Hours of Service to receive an Employer Contribution or Matching Contribution under the Plan, and the Employer elects to
apply such condition on the basis of Plan Year quarters under AA §6-5(e)(1)(i) or AA §6B-7(e)(1)(i) of the Nonstandardized
Plan Adoption Agreement, as applicable, a 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 Contribution or Matching Contribution for such period. If a Participant does
not satisfy the required service condition for any designated period during the Plan Year, no Employer Contribution or Matching
Contribution will be allocated to that Participant for such period.



 


		(b)	Special rule for year of termination. A last day employment condition
                                                                        automatically applies for any Plan Year in which the Plan is terminated, regardless of whether the Employer has elected to
                                                                        apply a last day employment condition under AA §6-5 or AA §6B-7, as applicable. Thus, the Employer will not be
                                                                        obligated to make an Employer Contribution or Matching Contribution for the
Plan Year in which the Plan terminates, unless the Employer provides for an Employer Contribution and/or Matching Contribution
in its termination amendment. If there are unallocated forfeitures at the time of Plan termination, such forfeitures will be allocated
to Participants under the Plan’s procedures for allocating forfeitures.






 


		(c)	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 allocation
conditions under this Section 3.09. If the Employer does not maintain the plan of a Predecessor Employer, service with such Predecessor
Employer does not count for purposes of applying the allocation conditions under this Section 3.09, unless the Employer specifically
designates under AA §4-5 to credit service with such Predecessor Employer. Unless designated otherwise under AA §4-5,
if the Employer takes into account service with a Predecessor Employer, such service will count for purposes of eligibility under
Section 2 (see Section 2.06), vesting under Section 7 (see Section 7.08) and for purposes of the minimum allocation
conditions under this Section 3.09.






 


	3.10	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. This Section 3.10 does not apply for purposes of the Money Purchase Adoption Agreement.



 









    
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Prototype Defined
Contribution Plan


Section
4 – Top Heavy Plan Requirements









 



SECTION 4


TOP HEAVY PLAN REQUIREMENTS


 


For any Plan Year for which
this Plan is Top Heavy, the provisions of this Section apply and supersede any conflicting provisions in the Plan or Adoption
Agreement.


 


		4.01	Top Heavy Plan. This Plan is Top
Heavy if any of the following conditions exist:



 


		(a)	If the Top Heavy Ratio for this Plan exceeds sixty percent
(60%) and this Plan is not part of any Required Aggregation Group or Permissive Aggregation Group;



 


		(b)	If this Plan is a part of a Required Aggregation Group (but is not part of a Permissive Aggregation
Group) and the aggregate Top Heavy Ratio for the group of plans exceeds 60%; or



 


		(c)	If this Plan is a part of a Required Aggregation Group
and part of a Permissive Aggregation Group and the Top Heavy Ratio for the Permissive Aggregation Group exceeds 60%.



 


If the Plan is a Safe Harbor
401(k) Plan and the Plan consists solely of Safe Harbor/QACA Safe Harbor Contributions (as described in Section 6.04(a)(1))
and Matching Contributions that satisfy the ACP Test Safe Harbor (as described in Section 6.04(i)), the Plan is not subject
to the Top Heavy requirements of this Section 4.


 


		4.02	Top Heavy Ratio.



 


		(a)	Defined Contribution Plan(s) only. If the Employer maintains one or more Defined
Contribution Plans (including a SEP described under Code §408(k)) and the Employer has not maintained any Defined Benefit
Plan which during the 5- year period ending on the Determination Date(s) 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. For this purpose, the Account
Balance used for purposes of applying the Top Heavy rules includes any part of the Account Balance distributed in the 1-year
period ending on the Determination Date(s) (or during the 5-year period ending on the Determination Date in the case of a
distribution made for a reason other than severance from employment, death or disability). Both the numerator and denominator
of the Top Heavy Ratio are increased to reflect any contribution not actually made as of the determination date, but which is
required to be taken into account on that date under § 416 of the Code and the regulations thereunder. In determining
whether a Plan is Top Heavy for a Plan Year beginning before January 1, 2002, the 1-year period described in this subsection
(a) is replaced with a 5-year period each place it appears.



 


		(b)	Maintenance of Defined Benefit Plan. If the Employer maintains one or more Defined
Contribution Plans (including a SEP, as described under Code §408(k)) and the Employer maintains or has maintained one or
more Defined Benefit Plans which during the 5-year period ending on the Determination Date(s) 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 Defined Contribution Plan(s) for all Key Employees, determined in accordance
with subsection (a) above, 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, determined in accordance with subsection (a) above, 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 during the 1-year period ending on the Determination Date (or during the 5-year period ending on the Determination Date
in the case of a distribution made for a reason other than severance from employment, death or disability). In determining
whether a Plan is Top Heavy for a Plan Year beginning before January 1, 2002, the 1-year period described in this subsection
(b) is replaced with a 5-year period each place it appears.



 


		(c)	Determining value of Account Balance or accrued benefit. For purposes of subsections
(a) and (b) 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.






 






    
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Prototype Defined
Contribution Plan


Section
4 – Top Heavy Plan Requirements









 




		(1)	The Account Balances and accrued benefits of a Participant (i) who is not a Key Employee but who
was a Key Employee in a prior year, or (ii) who has not been credited with at least one Hour of Service with any Employer maintaining
the plan at any time during the 1-year period ending on the Determination Date will be disregarded. In determining whether a plan
is Top Heavy for a Plan Year beginning before January 1, 2002, the 1-year period described in the prior sentence is replaced with
a 5-year period.



 


		(2)	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 of the Code and the regulations thereunder. Deductible
employee contributions will not be taken into account for purposes of computing the Top Heavy Ratio.



 


		(3)	The accrued benefit of a Participant other than a Key Employee shall be determined under the
method, if any, that uniformly applies for accrual purposes under all Defined Benefit Plans maintained by the Employer, or 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).



 


		4.03	Other Definitions.



 


		(a)	Key Employee. Any Employee or former Employee
(including any deceased Employee) who at any time during the Plan Year that includes the Determination Date is:



 


		(1)	an officer of the Employer with annual Total Compensation
greater than $130,000 (as adjusted under Code §416(i)(1)),



 


		(2)	a Five-Percent Owner (as defined in Section 1.69(a);
or



 


		(3)	a more than 1-percent owner of the Employer with an
annual Total Compensation of more than $150,000.



 


In determining whether a plan is Top
Heavy for Plan Years beginning before January 1, 2002, Key Employee means any Employee or former Employee (including any
deceased Employee) who at any time during the 5-year period ending on the Determination Date, was an officer of the Employer
having an annual Total Compensation that exceeds 50% of the dollar limitation under Code §415(b)(1)(A), an owner (or
considered an owner under Code §318) of one of the ten largest interests in the Employer if such individual's Total
Compensation exceeded 100% of the dollar limitation under Code §415(c)(1)(A), a more than Five-Percent Owner, or a more
than 1-percent owner of the Employer who had annual Total Compensation of more than $150,000.


 


The Key Employee determination will be made in
accordance with Code §416(i) and the regulations and other guidance of general applicability issued thereunder.


 


		(b)	Non-Key Employee. An Employee or former Employee who does not satisfy the definition
of Key Employee under subsection (a) above.



 


		(c)	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.



 


		(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)	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 Plan Year containing the Determination Date or any of the four preceding Plan Years (regardless of whether
the plan has terminated), and



 


		(2)	any other qualified plan of the Employer that enables a plan described in subsection (1) to
meet the coverage or nondiscrimination requirements of Code §§401(a)(4) or 410(b).



 


		(f)	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 AA §11-5 [AA §11-4 of the Standardized Plan Adoption 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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Prototype Defined
Contribution Plan


Section
4 – Top Heavy Plan Requirements









 




		(g)	Total Compensation. For purposes of determining the minimum Top Heavy contribution
under Section 4.04, Total Compensation is determined using the definition under Section 1.142. For this purpose, Total Compensation
is subject to the Compensation Limit as defined in Section 1.25.



 


		(h)	Valuation Date. The date as of which
Account Balances or accrued benefits are valued for purposes of calculating the Top Heavy Ratio. See AA §11-1.



 


		4.04	Minimum Allocation. If a Plan is Top
Heavy, each Participant who is not a Key Employee must receive a minimum allocation as described in this Section 4.04. Except
as otherwise provided in subsections (d) - (f) below, the minimum allocation under this Section 4.04 is the lesser of 3% of Total
Compensation or the largest percentage of Employer Contributions and forfeitures, as a percentage of Total Compensation, allocated
on behalf of any Key Employee for that year. If any Non-Key Employee who is entitled to receive a Top Heavy minimum contribution
pursuant to this Section 4.04 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 AA §11-4(a) of
the Nonstandardized Plan Adoption Agreement to make the Top Heavy contribution to all Participants. If the Employer elects to
provide the Top Heavy minimum contribution to all Participants, the Employer also will make an additional contribution on behalf
of any Key Employee who is a Participant and who did not receive an allocation equal to the Top Heavy minimum contribution. (See
subsection (h) for a discussion of the vesting rules applicable to the Top Heavy minimum allocation.)



 


		(a)	Determination of Key Employee contribution percentage.
In determining the largest contribution percentage of any Key Employee, the Key Employee’s contribution percentage
includes Salary Deferrals made by the Key Employee for the Plan Year (except as provided by regulation or statute).



 


		(b)	Determining of Non-Key Employee minimum allocation. In determining whether a Non-Key
Employee's allocation of Employer Contributions and forfeitures is at least equal to the minimum allocation percentage (as described
in Section 4.04 above), the Employee's Salary Deferrals for the Plan Year are disregarded. To the extent a Non-Key Participant
receives an allocation of Matching Contributions under the Plan (including Safe Harbor/QACA Safe Harbor Matching Contributions
or QMACs), such Matching Contributions can be taken into account in determining whether



the minimum allocation has been satisfied.


 


		(c)	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:



 


		(1)	the Participant’s failure to complete 1,000
Hours of Service (or any equivalent provided in the Plan),



 


		(2)	the Participant’s failure to make Salary Deferrals
or After-Tax Employee Contributions to the Plan, or



 


		(3)	Total Compensation is less than a stated amount.



 


The minimum allocation also is determined without
regard to any Social Security contribution or whether a Participant fails to make Salary Deferrals for a Plan Year in which the
Plan includes a 401(k) feature.


 


		(d)	Participants not employed on the last day of
the Plan Year. The minimum allocation requirement described in this Section 4.04 does not apply to a Participant who is
not employed by the Employer on the last day of the Plan Year.



 


		(e)	Collectively Bargained Employees. The top-heavy minimum allocation requirements
under this Section 4.04 do not apply to Collectively Bargained Employees (as defined in Section 1.24).



 


		(f)	Participation in more than one Top Heavy Plan. The minimum allocation requirement
described in this Section 4.04 does not apply to a Participant who is covered under another plan maintained by the Employer if,
pursuant to AA §11-5 [AA §11-4 of the Standardized Plan Adoption Agreement], the other Plan will satisfy the minimum
allocation requirement.



 


		(1)	More than one Defined Contribution Plans. If the Employer maintains one or more
Defined Contribution Plans in addition to this Plan, the Employer may designate in AA §11-5 [AA §11-4 of the Standardized
Profit Sharing/401(k) Plan Adoption Agreement]which plan(s) will provide the Top Heavy minimum allocation, if such plans are Top
Heavy. If the Employer maintains more than one Defined Contribution Plan and does not designate the Plan to provide the Top Heavy
minimum allocation, the Employer will be deemed to have selected this Plan 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.



 






    
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Prototype Defined
Contribution Plan


Section
4 – Top Heavy Plan Requirements









 



		(2)	Defined Contribution Plan and a Defined Benefit Plan. If the Employer maintains
a Defined Benefit Plan in addition to this Plan, the Employer may elect to provide the Top Heavy minimum allocation:



 


		(i)	in the Defined Benefit Plan;



 


		(ii)	in this Plan (or any other Defined Contribution Plan)
but increasing the minimum allocation from 3% to 5%; or



 


		(iii)	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 (2)). If the Employer maintains a Defined Benefit Plan in addition to this Plan and does
not designate how the minimum allocation will be provided, the Employer will be deemed to have selected this Plan as the Plan under
which the Top Heavy minimum allocation will be provided.


 


		(g)	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).



 


		(h)	Top Heavy vesting rules. If a Top Heavy minimum allocation is made for a Plan Year,
such allocation will be subject to the vesting schedule selected in AA §8 applicable to Employer Contributions. If the Plan
does not provide for Employer Contributions, for example because the Plan only provides for Salary Deferrals and/or Matching Contributions,
the Top Heavy minimum allocation will be subject to a 6-year graded vesting schedule, as defined in Section 7.02(b), unless an
alternative vesting schedule is selected under AA §11-4(b) of the Nonstandardized Plan Adoption Agreement.






 






    
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Section
5 – Limits on Contributions









 



SECTION 5


LIMITS ON CONTRIBUTIONS


 


		5.01	Limits on Employer Contributions. Any
contributions the Employer makes under the Plan are subject to the limitations set forth in this Section 5.



 


		(a)	Limitation on Salary Deferrals. If the
Employer adopts the Profit Sharing/401(k) Plan Adoption Agreement, any Salary Deferrals made under the Plan are subject to the
Elective Deferral Dollar Limit, as described in Section 5.02 below.



 


		(b)	Limitation on total Employer Contributions. All Employer Contributions the Employer
makes under the Plan are subject to the Code §415 Limitation, as described in Section 5.03 below. For purposes of applying
the Code §415 Limitation, Employer Contributions include any
Employer Contributions, Salary Deferrals, Matching Contributions, QNECs, QMACs, or Safe Harbor/QACA Safe Harbor Contributions made
under the Plan. See the definition of Annual Additions under Section 5.03(c)(1) below.



 


		5.02	Elective Deferral Dollar Limit. No Participant
may contribute as Elective Deferrals to this Plan (and any other plan, contract or arrangement maintained by the Employer) during
any calendar year, an amount that exceeds the Elective Deferral Dollar Limit in effect for the Participant’s taxable year
beginning in such calendar year. Additional restrictions apply if a Participant participates in a plan maintained by an unrelated
employer. (See subsection (b)(7) below.)



 


The Elective Deferral Dollar Limit is $17,500
for taxable years beginning in 2013 and 2014. For taxable years beginning after 2014, the Elective Deferral Dollar Limit will
be adjusted for cost-of-living increases under Code §402(g)(4). Any such adjustments will be in multiples of $500.


 


If a Participant is aged 50 or over by the
end of the taxable year, the Elective Deferral Dollar Limit is increased by the Catch- Up Contribution Limit (as defined in Section
3.03(d)(1)). If the Plan does not provide for Catch-up Contributions, the Elective Deferral Dollar Limit is not increased by the
Catch-Up Contribution Limit.


 


		(a)	Excess Deferrals. Excess Deferrals are Elective Deferrals made during the Participant's
taxable year that exceed the Elective Deferral Dollar Limit (as described above) for such year; counting only Elective Deferrals
made under this Plan and any other plan, contract or arrangement maintained by the Employer. (See subsection (b)(7) below for provisions
that apply when a Participant makes Elective Deferrals to a plan of an unrelated Employer.)



 


		(b)	Correction of Excess Deferrals. If a Participant makes Excess Deferrals (i.e.,
                                                                            Elective Deferrals in excess of the Elective Deferral Dollar Limit) under this Plan and any other plan maintained by the
                                                                            Employer, such Excess Deferrals (plus allocable income or loss) shall be distributed to the Participant. A distribution of
                                                                            Excess Deferrals may be made at any time (subject to the correction provisions under the IRS voluntary correction program as
                                                                            described in Rev. Proc. 2013-12 or subsequent guidance). If the
corrective distribution of Excess Deferrals is made by April 15 of the calendar year following the year the Excess Deferrals
are made to the Plan, such amounts will be taxable in the year of deferral but not in the year of distribution. If a
corrective distribution of Excess Deferrals is made after April 15 of the following calendar year, such amounts will be
taxable in both the year of deferral and the year of distribution. See subsection (3) below.



 


		(1)	Amount of corrective distribution. The amount to be distributed from this Plan as
a correction of Excess Deferrals equals the amount of Elective Deferrals the Participant contributes during the taxable year to
this Plan and any other plan maintained by the Employer in excess of the Elective Deferral Dollar Limit, 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. If a Participant has both a Pre Tax-Deferral Account and a Roth Deferral Account, the Participant may designate the
extent to which the corrective distribution of Excess Deferrals is taken from the Pre-Tax Deferral Account or from the Roth Deferral
Account, unless designated otherwise under AA §6A-5(b)(2) of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement.
If a Participant does not designate the Account(s) from which the distribution will be made, the corrective distribution will be
made first from the Participant’s Pre-Tax Deferral Account.



 


		(2)	Allocable gain or loss. A corrective distribution of Excess Deferrals must
                                                                                                                    include any allocable gain or loss for the taxable year in which the Excess Deferrals are contributed to the Plan. The gain
                                                                                                                    or loss allocable to Excess Deferrals may be determined in any reasonable manner, provided the manner used to determine
                                                                                                                    allocable gain or loss is applied consistently for all Participants and in a manner that is reasonably reflective of the
                                                                                                                    method used by the Plan for allocating income to Participants’
Accounts. A corrective distribution of Excess Deferrals will not include any income or loss allocable to the period between the
end of the taxable year and the date of distribution.



 






    
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		(3)	Taxation of corrective distribution. If a corrective distribution of Excess
                                                                          Deferrals is made by April 15 of the following calendar year, amounts attributable to the Excess Deferrals will be includible
                                                                          in the Participant’s gross income in the taxable year in which such amounts are deferred under the Plan and amounts
                                                                          attributable to income or loss on the Excess Deferrals will
be includible in gross income in the year of distribution. However, a corrective distribution of Excess Deferrals will not be
included in gross income to the extent such distribution is comprised of Roth Deferrals. A Roth Deferral is treated as an
Excess Deferral only to the extent that the total amount of Roth Deferrals for an individual exceeds the applicable limit for
the taxable year or the Roth Deferrals are identified as Excess Deferrals and the individual receives a distribution of the
Excess Deferrals and allocable income under this paragraph.



 


If a corrective distribution of Excess Deferrals
is made after April 15, the amount of the corrective distribution attributable to Excess Deferrals will be includible in the Participant’s
gross income in both the taxable year in which such amounts are deferred under the Plan and the taxable year in which such amounts
are distributed. (See Section 8.11(b)(2) for a discussion of the ordering rules for determining the Accounts from which the corrective
distribution is made where a Participant has both a Pre-Tax Deferral Account and a Roth Deferral Account.)


 


If a corrective distribution of Excess Deferrals
made after April 15 of the following calendar year apply to Excess Deferrals that are Roth Deferrals, such amounts are includible
in gross income (without adjustment for any return of investment in the contract under Code §72(e)(8)). In addition, such
distribution cannot be a qualified distribution as described in Code §402A(d)(2) and is not an Eligible Rollover Distributions
(within the meaning of Code §402(c)(4)). For this purpose, if a Roth Deferral account includes any Excess Deferrals, any distributions
from the Roth Deferral account are treated as attributable to those Excess Deferrals until the total amount distributed from the
Roth Deferral account equals the total of such Excess Deferrals and attributable income.


 


		(4)	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 applicable under Section 8. 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 Section 8.12.



 


		(5)	Coordination with ADP failure. If a Participant receives a corrective distribution
of Excess Contributions to correct an ADP Test failure for a Plan Year beginning with or within a calendar year for which the Participant
makes Excess Deferrals, any corrective distribution from the Plan is treated first as a corrective distribution of Excess Deferrals
to the extent necessary to eliminate the Excess Deferral violation. The amount which must be distributed to correct the ADP Test
failure is reduced by the amount treated as a corrective distribution of Excess Deferrals.



 


		(6)	Suspension of Salary Deferrals. If a Participant’s Salary 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 Elective Deferral Dollar Limit, the Employer may suspend the Participant’s Salary Deferrals
under this Plan for the remainder of the calendar year without the Participant’s consent.



 


		(7)	Correction of Excess Deferrals under plans not maintained by the Employer. The correction
provisions under this subsection (b) apply only if a Participant makes Excess Deferrals under this Plan (or under this Plan and
other plans maintained by the Employer). However, if a Participant has Excess Deferrals for a calendar year on account of making
Elective Deferrals to a plan of an unrelated employer, the Participant may assign to this Plan any portion of his/her Elective
Deferrals made under all plans during the calendar year to the extent such Elective Deferrals exceed the Elective Deferral Dollar
Limit. 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. If any Roth Deferrals were made to a plan, the notification must also
identify the extent to which, if any, the Excess Deferrals are comprised of Roth Deferrals.



 


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 this subsection (b). A Participant is deemed to notify the Plan Administrator
of Excess Deferrals (including any portion of Excess Deferrals that are comprised of Roth Deferrals) to the extent such Excess
Deferrals arise only under this Plan and any other plan maintained by the Employer.





 






    
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		5.03	Code §415 Limitation.



 


		(a)	No other plan participation. 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,
which provides an Annual Addition as defined in subsection (c)(1), 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.



 


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 is made to a Participant’s Account in an amount that exceeds the Maximum
Permissible Amount, such excess Annual Additions may be corrected pursuant to the correction procedures outlined under the IRS’
Employee Plans Compliance Resolution System (EPCRS) as set forth in Rev. Proc. 2013-12.


 


		(b)	Participation in another plan. This subsection (b) 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.



 


		(1)	This Plan’s Code §415 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 (defined in subsection (c)(6) below) 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.



 


		(2)	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 Code §415 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 is made to a Participant’s Account in an amount that
exceeds the Maximum Permissible Amount, such excess Annual Additions may be corrected pursuant to the correction procedures
outlined under the IRS’ Employee Plans Compliance Resolution System (EPCRS) as set forth in Rev. Proc. 2013-12.



 


		(3)	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 is made to a Participant’s Account in an amount
that exceeds the Maximum Permissible Amount, such excess Annual Additions may be corrected pursuant to the correction procedures
outlined under the IRS’ Employee Plans Compliance Resolution System (EPCRS) as set forth in Rev. Proc. 2013-12.



 


		(c)	Definitions.



 


		(1)	Annual Additions. The amounts credited to a Participant’s Account for the
Limitation Year that are taken into account in applying the Code §415 Limitation.



 


		(i)	Amounts that are included as Annual Additions:



 


		(A)	Employer Contributions, including Matching Contributions,
Salary Deferrals, QNECs, QMACs and Safe Harbor/QACA Safe Harbor Contributions;



 


		(B)	After-Tax Employee Contributions;



 


		(C)	Forfeitures;



 


		(D)	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;






 






    
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		(E)	Amounts derived from contributions paid or accrued
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; and



 


		(F)	Allocations under a SEP (as defined in Code §408(k)) other than Employee contributions excludible
from gross income under Code §408(k)(6).



 


Contributions do not fail to be Annual Additions
merely because they are Excess Contributions (as described in Section 6.01(b)(1) or Excess Aggregate Contributions (as described
in Section 6.02(b)(1)), or merely because Excess Contributions or Excess Aggregate Contributions are corrected through distribution.


 


		(ii)	Amounts that are not included as Annual Additions:



 


		(A)	Rollover Contributions (as defined in Code §§402(c),
403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16));



 


		(B)	Catch-Up Contributions as defined under Section 3.03(d);



 


		(C)	A repayment and/or restoration of a Cash-Out Distribution,
as defined under Sections 7.12(a)(2) and (3);



 


		(D)	Repayments of Participant loans;



 


		(E)	Excess Deferrals that are distributed in accordance
with Section 5.02(b); and



 


		(F)	A restorative payment that is made to restore losses resulting from actions by a fiduciary for
which there is reasonable risk of liability for breach of a fiduciary duty under Title I of ERISA or under other applicable federal
or state law.



 


		(iii)	Time when amounts are credited to a Participant’s Account.  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 After-Tax Employee 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.



 


		(2)	Defined Contribution Dollar Limitation.
$40,000, as adjusted under Code §415(d).



 


		(3)	Employer. For purposes of this Section 5.03, 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.



 


		(4)	Excess Amount. The excess of the Participant’s
Annual Additions for the Limitation Year over the Maximum Permissible Amount.



 


		(5)	Limitation Year. The Plan Year, unless
the Employer elects another 12-consecutive month period under AA §11-3(a) of the Nonstandardized Plan Adoption Agreement.
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 AA
 §11-3(a).



 


If an Employer has multiple Limitation Years
(e.g., due to the maintenance of multiple Defined Contribution Plans by a group of Related Employers), and a Participant is
credited with Annual Additions in only one Defined Contribution Plan, the Code §415 Limitation is applied only with
respect to that Plan. If a Participant is credited with Annual Additions in more than one Defined Contribution Plan, each
such Plan satisfies the Code §415 Limitation based on Annual Additions for the Limitation Year with respect to such
plan, plus any amounts credited to the Participant's Account under all other plans required to be aggregated pursuant to Code
 §415(f).


 






    
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		(6)	Maximum Permissible Amount. For Limitation Years beginning on or after January
1, 2002, 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:



 


		(i)	the Defined Contribution Dollar Limitation, or



 


		(ii)	100 percent of the Participant’s Total Compensation
for the Limitation Year.



 


The Total Compensation limitation referred to
in (ii) 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.


 


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 AA §11- 3(a) of the Nonstandardized Plan Adoption Agreement.
(See subsection (5) 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.)


 


		(7)	Total Compensation. The amount of compensation
as defined under Section 1.142, subject to the Employer’s election under AA §5-2.



 


		(i)	Self-Employed Individuals. For a Self-Employed
Individual, Total Compensation is such individual’s Earned Income.



 


		(ii)	Total Compensation actually paid or made available.
For purposes of applying the limitations of this Section 5.03, Total Compensation for a Limitation Year is the Total Compensation
actually paid or made available to an Employee during such Limitation Year. However, if elected in AA §5-4(c) of the Nonstandardized
Plan Adoption Agreement, 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:



 


		(A)	the amounts are paid during the first few weeks of
the next Limitation Year,



 


		(B)	such amounts are included on a uniform and consistent
basis with respect to all similarly-situated employees, and



 


		(C)	no amounts are included in Total Compensation in more
than one Limitation Year.



 


		(iii)	Disabled Participants. Total Compensation
does not include any imputed compensation for the period a Participant is Disabled. However, the Employer may elect under AA §11-3(b)
of the Nonstandardized Plan Adoption Agreement to include under the definition of Total Compensation, the amount a terminated
Participant who is permanently and totally Disabled (as defined in Section 1.38) 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 AA §11- 3(b) 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 (iii) are fully vested when
made and will be made only to Non-Highly Compensated Employees. Any modifications made to the definition of Disabled (under AA
 §9-4(b) of the Nonstandardized Plan Adoption Agreement) will not apply to this section.



 


		(d)	Restorative payments. Restorative payments are not considered Annual Additions
for any Limitation Year. For this purpose, restorative payments are payments made to restore losses to the Plan resulting from
actions (or a failure to act) by a fiduciary for which there is a reasonable risk of liability under Title I of ERISA or under
other applicable federal or state law, where Participants who are similarly
situated are treated similarly with respect to the payments. Examples of restorative payments include payments made pursuant to
a Department of Labor order, the Department of Labor’s Voluntary Fiduciary Correction Program, or a court-approved settlement,
to restore losses to the Plan on account of the breach of fiduciary duty (other than a breach of fiduciary duty arising from failure
to remit contributions to the Plan). Payments made to the Plan to make up for losses due merely to market fluctuations and other
payments that are not made on account of a reasonable risk of liability for breach of a fiduciary duty under Title I of ERISA are
not restorative payments and generally constitute contributions that give rise to Annual Additions.






 


		(e)	Corrective provisions. The Plan is amended to eliminate any specific correction
methods for correcting excess annual additions. If the Plan is eligible for self correction under Rev. Proc. 2013-12 (or successive
guidance), the Employer may use reasonable correction methods (including the correction methods described in § 1.415-6(b)(6)
of the 1981 IRS regulations) to the extent permitted under the IRS correction program.



 


		(f)	Change of Limitation Year. Where there is a change of Limitation Year, a
short Limitation Year exists for the period beginning with the first day of the Limitation Year and ending on the day before the
change in Limitation Year is effective. For this purpose, if the Plan is terminated effective as of a date other than the last
day of the Limitation Year, the Plan is treated as if it were amended to change its Limitation Year.






 






    
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Prototype Defined Contribution Plan 

Section 6 – Special Rules Affecting 401(k) Plans




 


SECTION 6


SPECIAL RULES AFFECTING
401(k) PLANS


 


	6.01	Nondiscrimination Testing of Salary Deferrals – ADP Test. Except as provided under Section 6.04 for Safe Harbor
401(k) Plans, if the Plan permits Participants to make Salary Deferrals, the Plan must satisfy the Actual Deferral Percentage
Test ("ADP Test") 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 (a)(4) below. If the
Plan fails the ADP Test for any Plan Year, the corrective provisions under subsection (b) below will apply.




 


		(a)	ADP Test. The ADP Test compares the Average Deferral Percentage (ADP) of the Highly
Compensated Group with the ADP of the Nonhighly Compensated Group. The Highly Compensated Group is the group of Participants who
are Highly Compensated for the current Plan Year. The Nonhighly Compensated Group is the group of Participants who are Nonhighly
Compensated for the applicable Plan Year. If the Prior Year Testing Method is selected under AA §6A-6, the Nonhighly Compensated Group is the group of Participants in the prior Plan Year who were Nonhighly Compensated for that year. If
the Current Year Testing Method is selected under AA §6A-6, the Nonhighly Compensated Group is the group of Participants who are
Nonhighly Compensated for the current Plan Year.



 


		(1)	Average Deferral Percentage – ADP. The ADP for a specified group is the average
of the deferral percentages calculated separately for each Participant in such 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. (See Section 1.138 for the definition of Testing Compensation.) For this purpose, a Participant’s deferral
contributions include any Salary Deferrals (other than Catch-Up Contributions) made pursuant to the Participant’s deferral
election (including Excess Deferrals of Highly Compensated Employees that arise solely from Elective Deferrals made under this
Plan or other plans maintained by the Employer) and other contributions provided under subsection (4) below, if applicable, but excluding:



 


		(i)	Excess Deferrals of Nonhighly Compensated Employees that arise solely from Elective Deferrals
made under this Plan or other plans maintained by the Employer; and



 


	 	(ii)	Salary Deferrals that are taken into account in the ACP Test (pursuant to Section 6.02(a)(4)).




 


For purposes of computing Actual Deferral Percentages,
a Participant who does not make Salary Deferrals for the Plan Year shall be included in the ADP Test as a Participant on whose
behalf no Salary Deferrals are made.


 


		(2)	ADP Test testing methods. In applying the
ADP Test for any Plan Year, the Plan may use the Prior Year Testing Method or the Current Year Testing Method, as selected under
AA §6A-6. If no testing method is selected under AA §6A-6, the Plan will use the Current Year Testing Method.



 


		(i)	Prior Year Testing Method. Under the Prior Year Testing Method, the Average Deferral
Percentage ("ADP") of the Highly Compensated Group (as defined in subsection (a) above) for the current Plan Year and
the ADP of the Nonhighly Compensated Group (as defined in subsection (a) above) for the prior Plan Year must satisfy one of the
following tests for each Plan Year:



 


		(A)	The ADP of the Highly Compensated Group for the current Plan Year shall not exceed 1.25 times
the ADP of the Nonhighly Compensated Group for the prior Plan Year.



 


		(B)	The ADP of the Highly Compensated Group for the current Plan Year shall not exceed the percentage
(whichever is less) determined by



 


		(I)	adding 2 percentage points to the ADP of the Nonhighly
Compensated Group for the prior Plan Year or



 


		(II)	multiplying the ADP of the Nonhighly Compensated Group
for the prior Plan Year by 2.



 


		(ii)	Current Year Testing Method. Under the
Current Year Testing Method, the Average Deferral Percentage (“ADP”) of the Highly Compensated Group (as defined in
subsection (a) above) for the current Plan Year and the ADP of the Nonhighly Compensated Group (as defined in subsection (a) above)
for the current Plan Year must satisfy one of the ADP tests, as described in subsections (i)(A) and (i)(B) above, for each Plan
Year.



 


		(iii)	Change in testing method. In order to change
the testing method used for a particular Plan Year, the Plan must be amended before the end of the year for which such amendment
is effective. See Rev. Proc. 2007-44 for further guidance regarding the timing of discretionary amendments under the Plan. If
the Current Year Testing Method is used for a Plan Year, the Plan may switch to the Prior Year Testing Method for a Plan Year
only if the Plan has used the Current Year Testing Method for each of the preceding five Plan Years (or if lesser, the number
of Plan Years the Plan has been in existence) or if, as a result of a merger or acquisition described in Code §410(b)(6)(C)(i),
the Employer maintains both a plan using Prior Year Testing and a plan using Current Year Testing and the change is made within
the transition period described in Code §410(b)(6)(C)(ii).



 






    
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		(3)	Special rule for first Plan Year. For the first Plan Year that the Plan permits
Salary Deferrals, the testing method selected under AA §6A-6 applies, unless designated otherwise under AA §6A-6(c).If
the Prior Year Testing Method applies for the first year of the Plan, the ADP Test applies by assuming the ADP for the Nonhighly
Compensated Group is 3%. If the Current Year Testing Method applies for the first year of the Plan, the ADP Test applies using
the actual data for the Nonhighly Compensated Group in the first Plan Year. This first Plan Year rule does not apply if this Plan
is a successor to a plan 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 AA §6A-6 will apply.



 


		(4)	Use of QNECs and QMACs under the ADP Test. The Plan Administrator may take into
account all or any portion of QNECs and QMACs (see Sections 3.02(a)(6) and 3.04(d)) for purposes of applying the ADP Test. QNECs
and QMACs may not be included in the ADP Test to the extent such amounts are included in the ACP Test for such Plan Year. QNECs
and QMACs 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). If the Prior Year Testing Method is being used (as described in subsection (2)(i) above), QMACs or QNECs
may not be used in the ADP Test.



 


Effective
for Plan Years beginning on or after January 1, 2006, no QNEC may be taken into account under the ADP Test for any individual
Nonhighly Compensated Employee to the extent such QNEC exceeds the greater of 5% of such Nonhighly Compensated Employee’s
Plan Compensation or two times the lowest applicable contribution rate for any eligible Nonhighly Compensated Employee within
a group of Nonhighly Compensated Employees that consist of 50% of the total eligible Nonhighly Compensated Employees under the
Plan (or, if greater, the lowest applicable contribution rate allocated to any Nonhighly Compensated Employee who is in the group
of Nonhighly Compensated Employees employed as of the last day of the Plan Year). For this purpose, the applicable contribution
rate is the sum of QNECs and QMACs (to the extent taken into account under the ADP Test) allocated to a Nonhighly Compensated
Employee (determined as a percentage of Plan Compensation). If QNECs are being made in connection with the Employer’s obligation
to pay prevailing wages under the Davis-Bacon Act (46 Stat. 1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965),
Public Law 89-286, or similar legislation, QNECs can be taken into account for a Plan Year for a Nonhighly Compensated Employee
to the extent such contributions do not exceed 10% of Plan Compensation. QMACs also may not be taken into account under the ADP
Test to the extent such QMACs may not be taken into account under the ACP Test, as described in Section 6.02(a).


 


		(i)	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. For this purpose, if the Plan is using the Prior Year Testing Method, QMACs and QNECs must be contributed no later than
12 months after the close of that prior Plan Year in order to be taken into account under the ADP Test.



 


		(ii)	Testing flexibility. The Plan Administrator
is expressly granted the full flexibility permitted by applicable Treasury regulations to determine the amount of QNECs and QMACs
used in the ADP Test. QNECs and QMACs taken into account under the ADP Test do not have to be uniformly determined for each Participant,
and may represent all or any portion of the QNECs and QMACs allocated to each Participant, provided the conditions described above
are satisfied.



 


		(5)	Double-counting limits. This subsection (5) applies if 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, all QNECs or QMACs that were included in either the ADP Test or ACP Test for the prior Plan Year are disregarded
in calculating the ADP of the Nonhighly Compensated Group for the prior Plan Year.



 


For purposes of applying the double-counting
limits, if actual data of the Nonhighly Compensated Group is used for a first Plan Year described in subsection (3) 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.


 






    
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		(b)	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.



 


		(1)	Excess Contributions. Excess Contributions are the amount of Salary Deferrals (and
other contributions) taken into account in computing the ADP of the Highly Compensated Group that exceed the maximum amount permitted
under the ADP Test for the Plan Year. The amount of Excess Contributions for a Plan Year are the amounts determined by hypothetically
reducing the ADP contributions of the Highly Compensated Employees, beginning with the Highly Compensated Employee(s) with the
highest ADP for the Plan Year, and reducing the ADP of such Highly Compensated Employees until the reduced percentage reaches the
ADP of the Highly Compensated Employee(s) with the next higher ADP or until the adjusted ADP percentage satisfies the ADP Test.
The reduction continues for each level of Highly Compensated Employees until the Plan satisfies the ADP Test. The total dollar
amount so determined is then divided among the Highly Compensated Group in the manner described in subsection (2) to determine
the actual corrective distributions to be made.



 


		(2)	Corrective distributions. 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 12
months following the end of the Plan Year to correct the ADP Test violation, except to the extent such Excess Contributions are
recharacterized as Catch-Up Contributions. If the Excess Contributions are distributed more than 21⁄2 months after the last
day of the Plan Year in which such excess amounts arose, a 10% 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 ADP contributions for the
Plan Year in which the excess occurs until all of the Excess Contributions are allocated or the dollar amount of ADP contributions
for such Highly Compensated Employee(s) is reduced to the next highest dollar amount of such contributions for any other Highly
Compensated Employee(s). Once all Excess Contributions have been allocated, to the extent a Highly Compensated Employee has not
reached his or her Catch-up Contribution limit under the Plan, the Excess Contributions allocated to such Highly Compensated Employee
are recharacterized as Catch-up Contributions and will not be treated as Excess Contributions.



 


		(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.



 


For
Plan Years beginning on or after January 1, 2008, only allocable gain or loss through the end of the Plan Year must be taken into
account in determining allocable income or loss attributable to a corrective distribution of Excess Contributions Thus, effective
for Plan Years beginning on or after January 1, 2008, gap period income need not be included in determining the amount of a corrective
distribution of Excess Contributions.


 


		(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 Section 8.10. 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 Section 8.12.



 


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)	Salary Deferrals that are not matched;



 






    
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		(B)	proportionately from Salary Deferrals not distributed under subsection (A) and related QMACs
that are included in the ADP Test;



 


		(C)	QMACs included in the ADP Test that are not distributed
under subsection (B); and



 


		(D)	QNECs included in the ADP Test.



 


If a Participant has both a Pre Tax-Deferral
Account and a Roth Deferral Account, the Participant may designate the extent to which the corrective distribution of Salary Deferrals
is taken from the Pre-Tax Deferral Account or from the Roth Deferral Account, unless designated otherwise under AA §6A-5(e)
of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement. If a Participant does not designate the Account(s) from which
the distribution will be made, the corrective distribution will be made first from the Participant’s Pre-Tax Deferral Account.


 


		(3)	Making QNECs or QMACs. Regardless of any
elections under AA §6D-3 or AA §6D-4 of the Profit Sharing/401(k) Plan Adoption Agreement, the Employer may make additional
QNECs or QMACs to the Plan on behalf of the Nonhighly Compensated Employees and such amounts may be used to correct an ADP Test
violation. Any QNECs contributed under this subsection (3) which are not specifically authorized under AA §6D-1(c) will be
allocated to all Participants who are Nonhighly Compensated Employees in the ratio that each such Participant’s Plan Compensation
bears to the Plan Compensation of all Participants for the Plan Year. Any QMACs contributed under this subsection (3) which are
not specifically authorized under AA §6D-1(d) will be allocated to all Participants who are Nonhighly Compensated as a uniform
percentage of Salary Deferrals made during the Plan Year. See Sections 3.02(a)(6) and 3.04(d), as applicable. (See Section (a)(4)
for rules regarding the amount of QNECs and QMACs that may be taken into account under the ADP Test.)



 


		(4)	Recharacterization. If After-Tax Employee
Contributions are permitted under AA §6D, 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 After-Tax Employee Contributions. Any amounts recharacterized under
this subsection (4) 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 After-Tax Employee Contributions made by that Participant would exceed any limit
on After-Tax Employee Contributions under AA §6D-2.



 


Recharacterization must occur no later than
21⁄2 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.


 


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



 


		(d)	Special testing rules.



 


		(1)	Special rule for determining ADP of Highly Compensated
Group. When calculating the ADP of the Highly Compensated Group for any Plan Year, a Highly Compensated Employee’s
Salary Deferrals under all qualified plans maintained by the Employer are taken into account as if such contributions were made
to a single plan. For this purpose, any QNECs or QMACs treated as Salary Deferrals for purposes of the ADP also are treated as
made under a single plan. In addition, if a Highly Compensated Employee participates in two or more 401(k) plans of the Employer
that have different Plan Years, all Salary Deferrals made during the Plan Year under all such plans shall be aggregated. For Plan
Years beginning before 2006, all Salary Deferrals made in Plan Years that end with or within the same calendar year are treated
as made under a single plan. This aggregation rule does not apply to plans that are mandatorily disaggregated under regulations
under Code §401(k).



 


		(2)	Aggregation of plans. When calculating
the ADP Test, if this Plan satisfies the requirements of Code §401(k), §401(a)(4), or §410(b) only if aggregated
with one or more other plans, or if one or more other plans satisfy the requirements of such Code sections only if aggregated
with this Plan, all such plans are treated as a single plan.





 






    
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If
more than 10% of the Employer's Nonhighly Compensated Employees are involved in a plan coverage change as defined in Treas. Reg.
 §1.401(k)-2(c)(4), then any adjustments to the ADP of the Nonhighly Compensated Group for the prior year will be made in
accordance with such regulations, unless the Employer has elected under AA §6A-6 to use the Current Year Testing Method.
Plans may be aggregated in order to satisfy Code §401(k) only if they have the same Plan Year and use the same ADP testing
method.


 


		(3)	Treatment of forfeited Matching Contributions. If Matching Contributions are forfeited
as a result of the distribution of Excess Contributions or Excess Aggregate Contributions, as provided under Section 7.12(d), such
Matching Contributions may be forfeited before the ACP Test is performed. Thus, such forfeited Matching Contributions need not
be taken into account under the ACP Test. Alternatively, the ACP Test may be run prior to the forfeiture of the Matching Contributions.
Any Matching Contributions that are forfeited as a result of failing the ACP Test need not be forfeited under Section 7.12(d).



 


	6.02	Nondiscrimination Testing of Matching Contributions
and After-Tax Employee Contributions – ACP Test. Except as provided under Section 6.04 for Safe Harbor 401(k) Plans,
if the Plan provides for Matching Contributions and/or After-Tax Employee Contributions, the Plan must satisfy the Actual Contribution
Percentage Test ("ACP Test") each Plan Year. The Plan Administrator shall maintain records sufficient to demonstrate
satisfaction of the ACP Test, including the amount of any Salary Deferrals or QNECs included in such test, pursuant to subsection
(a)(4) below. If the Plan fails the ACP Test for any Plan Year, the corrective provisions under subsection (b) below will apply.



 


		(a)	ACP Test. The ACP Test compares the Average
Contribution Percentage (ACP) of the Highly Compensated Group with the ACP of the Nonhighly Compensated Group. The Highly Compensated
Group is the group of Participants who are Highly Compensated for the current Plan Year. The Nonhighly Compensated Group is the
group of Participants who are Nonhighly Compensated for the applicable Plan Year. If the Prior Year Testing Method is selected
under AA §6B-6, the Nonhighly Compensated Group is the group of Participants in the prior Plan Year who were Nonhighly Compensated
for that year. If the Current Year Testing Method is selected under AA §6B-6, the Nonhighly Compensated Group is the group
of Participants who are Nonhighly Compensated for the current Plan Year.



 


		(1)	Average Contribution Percentage – ACP.
The ACP for a specified group is the average of the contribution percentages calculated separately for each Participant in the
group. A 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.
(See Section 1.138 for the definition of Testing Compensation.) For this purpose, the contributions included under the ACP Test
are the sum of the After-Tax Employee Contributions, 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 subsection (4) below, if applicable but excluding Matching Contributions that are forfeited either to correct Excess
Aggregate Contributions or because the contributions to which they relate are Excess Deferrals, Excess Contributions, Excess Aggregate
Contributions or permissible withdrawals as provided under Section 3.03(c)(3)(i)(E). See subsection (d)(3) for rules regarding
the treatment of forfeited Matching Contributions under the ACP Test.



 


For purposes of computing Actual Contribution
Percentages, a Participant who is eligible for After-Tax Employee Contributions, Matching Contributions (including forfeitures),
QMACs or Salary Deferrals (to the extent Salary Deferrals are included in the ACP Test pursuant to subsection (4) below) but does
not make or receive any such contributions shall be included in the ACP Test as a Participant on whose behalf no such contributions
are made. For Plan Years beginning on or after January 1, 2006, no Matching Contributions (including QMACs) may be taken into account
under the ACP Test for any individual Nonhighly Compensated Employee to the extent such Matching Contributions exceed the greater
of:


 


		(i)	5% of such Nonhighly Compensated Employee’s Plan
Compensation;



 


		(ii)	100% of the Nonhighly Compensated Employee’s Salary
Deferrals and/or After-Tax Employee Contributions (to the extent such contributions are eligible for Matching Contributions);
or



 


		(iii)	two times the lowest Matching Contribution rate for any
eligible Nonhighly Compensated Employee within a group of Nonhighly Compensated Employees that consists of 50% of the total Nonhighly
Compensated Employees who actually make Salary Deferrals and/or After-Tax Employee Contributions that are eligible for Matching
Contributions for the Plan Year (or, if greater, the lowest Matching Contribution rate for any Nonhighly Compensated Employee
who is employed as of the last day of the Plan Year and who actually makes Salary Deferrals and/or After-Tax Employee Contributions
that are eligible for Matching Contributions for the Plan Year).



 






    
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For this purpose, the Matching Contribution
rate is the total Matching Contributions allocated to the Nonhighly Compensated Employee (determined as a percentage of Salary
Deferrals and/or After-Tax Employee Contributions, to the extent eligible for Matching Contributions). If the Matching Contribution
rate is not the same for all levels of Salary Deferrals and/or After-Tax Employee Contributions, the Nonhighly Compensated Employee’s
Matching Contribution rate is determined assuming the Employee’s total Salary Deferrals and/or After Tax Contributions are
equal to 6% of Plan Compensation, regardless of how much the Employee actually contributes under the Plan.


 


Matching
Contributions that do not satisfy the requirements above must satisfy the requirements of Code §401(a)(4) (without regard
to the ACP test) for the Plan Year for which they are allocated under the Plan as if they were Employer Contributions and were
the only Employer Contributions for that year.


 


		(2)	ACP Test testing methods. In applying the
ACP Test for any Plan Year, the Plan may use the Prior Year Testing Method or the Current Year Testing Method, as selected under
AA §6B-6. If no testing method is selected under AA §6B-6, the Plan will use the Current Year Testing Method.



 


		(i)	Prior Year Testing Method. Under the Prior Year Testing Method, the Average Contribution
Percentage ("ACP") of the Highly Compensated Group (as defined in subsection (a) above) for the current Plan Year and
the ACP of the Nonhighly Compensated Group (as defined in subsection (a) above) for the prior Plan Year must satisfy one of the
following tests for each Plan Year:



 


		(A)	The ACP of the Highly Compensated Group for the current Plan Year shall not exceed 1.25 times
the ACP of the Nonhighly Compensated Group for the prior Plan Year.



 


		(B)	The ACP of the Highly Compensated 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 Group for the prior Plan
Year or (B) multiplying the ACP of the Nonhighly Compensated Group for the prior Plan Year by 2.



 


		(ii)	Current Year Testing Method. Under the
Current Year Testing Method, the Average Contribution Percentage (“ACP”) of the Highly Compensated Group (as defined
in subsection (a) above) for the current Plan Year and the ACP of the Nonhighly Compensated Group (as defined in subsection (a)
above) for the current Plan Year must satisfy one of the ACP tests, as described in subsection (i) above, for each Plan Year.



 


		(iii)	Change in testing method. In order to change
the testing method used for a particular Plan Year, the Plan must be amended before the end of the year for which such amendment
is effective. See Rev. Proc. 2007-44 for further guidance regarding the timing of discretionary amendments under the Plan. If
the Current Year Testing Method is used for a Plan Year, the Plan may switch to the Prior Year Testing Method for a Plan Year
only if the Plan has used the Current Year Testing Method for each of the preceding five Plan Years (or if lesser, the number
of Plan Years the Plan has been in existence) or if, as a result of a merger or acquisition described in Code §410(b)(6)(C)(i),
the Employer maintains both a plan using Prior Year Testing and a plan using Current Year Testing and the change is made within
the transition period described in Code §410(b)(6)(C)(ii).



 


		(3)	Special rule for first Plan Year. For the
first Plan Year that the Plan provides for either Matching Contributions or After-Tax Employee Contributions, the testing method
selected under AA §6B-6 applies, unless designated otherwise under AA §6B-6(c). If the Prior Year Testing Method applies
for the first year of the Plan, the ACP Test applies by assuming the ACP for the Nonhighly Compensated Group is 3%. If the Current
Year Testing Method applies for the first year of the Plan, the ACP Test applies using the actual data for the Nonhighly Compensated
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 AA §6B-6 will apply.



 


		(4)	Use of Salary Deferrals and QNECs under the ACP Test. The Plan Administrator may
                                                                                                        take into account all or any portion of Salary Deferrals and QNECs (see Section 3.02(a)(6)) 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.
                                                                                                        Salary 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 Salary Deferrals under the ACP Test, the Plan must satisfy
                                                                                                        the ADP Test taking into account all Salary Deferrals, including those used under the ACP Test, and taking into account only
                                                                                                        those Salary 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). If the Prior Year Testing Method is being used (as described in subsection (2)(i) above), QNECs
may not be included in the ACP Test.



 






    
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Prototype Defined Contribution Plan 

Section 6 – Special Rules Affecting 401(k) Plans






 


Effective
for Plan Years beginning on or after January 1, 2006, no QNEC may be taken into account under the ACP Test for any individual
Nonhighly Compensated Employee to the extent such QNEC exceeds the greater of 5% of such Nonhighly Compensated Employee’s
Plan Compensation or two times the lowest applicable contribution rate for any eligible Nonhighly Compensated Employee within
a group of Nonhighly Compensated Employees that consist of 50% of the total eligible Nonhighly Compensated Employees under the
Plan (or, if greater, the lowest applicable contribution rate allocated to any Nonhighly Compensated Employee who is in the group
of Nonhighly Compensated Employees employed as of the last day of the Plan Year). For this purpose, the applicable contribution
percentage is the sum of QNECs and Matching Contributions allocated to a Nonhighly Compensated Employee (determined as a percentage
of Plan Compensation). If QNECs are being made in connection with the Employer’s obligation to pay prevailing wages under
the Davis-Bacon Act (46 Stat. 1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965), Public Law 89-286, or similar
legislation, QNECs can be taken into account for a Plan Year for a Nonhighly Compensated Employee to the extent such contributions
do not exceed 10% of Plan Compensation.


 


		(i)	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. For
this purpose, if the Plan is using the Prior Year Testing Method, QMACs and QNECs must be contributed no later than 12 months after
the close of that prior Plan Year in order to be taken into account under the ADP Test.



 


		(ii)	Testing flexibility. The Plan Administrator
is expressly granted the full flexibility permitted by applicable Treasury regulations to determine the amount of Salary Deferrals
and QNECs used in the ACP Test. Salary Deferrals and QNECs taken into account under the ACP Test do not have to be uniformly determined
for each Participant, and may represent all or any portion of the Salary Deferrals and QNECs allocated to each Participant, provided
the conditions described above are satisfied.



 


		(5)	Double-counting limits. This subsection (5) applies if 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, all QNECs or QMACs that were included in either the ADP Test or ACP Test for the prior Plan Year are disregarded
in calculating the ACP of the Nonhighly Compensated Group for the prior Plan Year.



 


For purposes of applying the double-counting
limits, if actual data of the Nonhighly Compensated Group is used for a first Plan Year described in subsection (3) 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.


 


		(b)	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
Aggregate Contributions under the Plan.



 


		(1)	Excess Aggregate Contributions. Excess
Aggregate Contributions are the amount of Matching Contributions and/or After-Tax Employee Contributions taken into account in
computing the ACP of the Highly Compensated Group that exceed the maximum amount permitted under the ACP Test for the Plan Year.
The amount of Excess Aggregate Contributions for a Plan Year are the amounts determined by hypothetically reducing the ACP contributions
of the Highly Compensated Employees, beginning with the Highly Compensated Employee(s) with the highest ACP for the Plan Year,
and reducing the ACP of such Highly Compensated Employees until the reduced percentage reaches the ACP of the Highly Compensated
Employee(s) with the next higher ACP or until the adjusted ACP percentage satisfies the ACP Test. The reduction continues for
each level of Highly Compensated Employees until the Plan satisfies the ACP Test. The total dollar amount so determined is then
divided among the Highly Compensated Group in the manner described in subsection (2) to determine the actual corrective distributions
to be made. For this purpose, any Excess Contributions that are recharacterized as After- Tax Employee Contributions under Section
6.01(b)(4) are taken into account as After-Tax Employee Contributions for the Plan Year that includes the time at which the Excess
Contribution is includible in the gross income of the Employee under §1.401(k)-2(b)(3)(ii).



 


		(2)	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 12 months following the end of the Plan Year to correct the
ACP Test violation. Excess Aggregate Contributions will be distributed only to the extent they are vested under Section 7.02,
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 7.12 in the Plan Year in which the corrective distribution is made from the Plan. If the
Excess Aggregate Contributions are distributed more than 21⁄2 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.



 






    
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		(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 ACP contributions for the Plan Year in which the excess
occurs until all of the Excess Aggregate Contributions are allocated or until the dollar amount of ACP contributions for such Highly
Compensated Employee(s) is reduced to the next highest dollar amount of such contributions for any other Highly Compensated Employee(s).



 


		(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.



 


For Plan Years beginning on or after January
1, 2008, only allocable gain or loss through the end of the Plan Year must be taken into account in determining allocable income
or loss attributable to a corrective distribution of Excess Aggregate Contributions Thus, effective for Plan Years beginning on
or after January 1, 2008, gap period income need not be included in determining the amount of a corrective distribution of Excess
Aggregate Contributions.


 


		(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 Section 8.10. 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 Section 8.12.



 


		(iv)	Accounting for Excess Aggregate Contributions.
Excess Aggregate Contributions are distributed from the following sources and in the following priority:



 


		(A)	After-Tax Employee Contributions that are not matched;



 


		(B)	proportionately from After-Tax Employee Contributions not distributed under subsection (A) and
related Matching Contributions that are included in the ACP Test;



 


		(C)	Matching Contributions included in the ACP Test that
are not distributed under subsection (B);



 


		(D)	Salary Deferrals included in the ACP Test that are not
matched;



 


		(E)	proportionately from Salary Deferrals included in the ACP Test that are
not distributed under subsection (D) and related Matching Contributions that are included in the ACP Test and not distributed under
subsection (B) or (C)); and



 


		(F)	QNECs included in the ACP Test.



 


If a Participant has both a Pre Tax-Deferral
Account and a Roth Deferral Account, the Participant may designate the extent to which the corrective distribution of Salary Deferrals
is taken from the Pre-Tax Deferral Account or from the Roth Deferral Account, unless designated otherwise under AA §6A-5(e)
of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement. If a Participant does not designate the Account(s) from which
the distribution will be made, the corrective distribution will be made first from the Participant’s Pre-Tax Deferral Account.


 






    
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		(3)	Making QNECs or QMACs. Regardless of any
elections under AA §6D-3 or AA §6D-4 of the Profit Sharing/401(k) Plan Adoption Agreement, the Employer may make additional
QNECs or QMACs to the Plan on behalf of the Nonhighly Compensated Employees and such amount may be used to correct an ACP Test
violation to the extent such amounts are not used in the ADP Test. Any QNECs contributed under this subsection (3) which are not
specifically authorized under AA §6D-3 will be allocated to all Participants who are Nonhighly Compensated Employees in the
ratio that each such Participant’s Plan Compensation bears to the Plan Compensation of all Participants for the Plan Year.
Any QMACs contributed under this subsection (3) which are not specifically authorized under AA §6D-4 will be allocated to
all Participants who are Nonhighly Compensated as a uniform percentage of Salary Deferrals made during the Plan Year. See Sections
3.02(a)(6) and 3.04(d), as applicable. (See subsections (a)(1) and (a)(4) for rules regarding the amount of QNECs and QMACs that
may be taken into account under the ACP Test.)



 


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



 


		(d)	Special testing rules.



 


		(1)	Special rule for determining ACP of Highly Compensated
Group. When calculating the ACP of the Highly Compensated Group for any Plan Year, a Highly Compensated Employee’s
After-Tax Employee Contributions and/or Matching Contributions under all qualified plans maintained by the Employer are taken
into account as if such contributions were made to a single plan. For this purpose, any QNECs or QMACs taken into account under
the ACP Test also are treated as made under a single plan. In addition, if a Highly Compensated Employee participates in two or
more plans of the Employer that have different Plan Years, all ACP contributions made during the Plan Year under all such plans
shall be aggregated. For Plan Years beginning before 2006, all ACP contributions made in Plan Years that end with or within the
same calendar year are treated as made under a single plan. This aggregation rule does not apply to plans that are mandatorily
disaggregated under regulations under Code §410(m).



 


		(2)	Aggregation of plans. When calculating
the ACP Test, if this Plan satisfies the requirements of Code §401(m), §401(a)(4), or §410(b) only if aggregated
with one or more other plans, or if one or more other plans satisfy the requirements of such Code sections only if aggregated
with this Plan, all such plans are treated as a single plan. If more than 10% of the Employer's Nonhighly Compensated Employees
are involved in a plan coverage change as defined in Treas. Reg. §1.401(m)-2(c)(4), then any adjustments to the ACP of the
Nonhighly Compensated Group for the prior year will be made in accordance with such regulations, unless the Employer has elected
under AA §6B-6 to use the Current Year Testing Method. Plans may be aggregated in order to satisfy Code §401(m) only
if they have the same Plan Year and use the same ACP testing method.



 


		(3)	Treatment of forfeited Matching Contributions. If Matching Contributions are forfeited
as a result of the distribution of Excess Contributions or Excess Aggregate Contributions, as provided under Section 7.12(d), such
Matching Contributions may be forfeited before the ACP Test is performed. Thus, such forfeited Matching Contributions need not
be taken into account under the ACP Test. Alternatively, the ACP Test may be run prior to the forfeiture of the Matching Contributions.
Any Matching Contributions that are forfeited as a result of failing the ACP Test need not be forfeited under Section 7.12(d).



 


	6.03	Disaggregation of Plans. Subject to the
provisions of this Section 6.03, certain plans shall be treated as constituting separate plans to the extent required under the
mandatory disaggregation rules under Code §§401(k) and 401(m).



 


		(a)	Plans covering Collectively Bargained Employees and non-Collectively Bargained Employees.
If the Plan covers Collectively Bargained Employees and non-Collectively Bargained Employees, the Plan is mandatorily disaggregated
for purposes of applying the ADP Test and the ACP Test into two separate plans, one covering the Collectively Bargained Employees
and one covering the non-Collectively Bargained 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-Collectively Bargained Employees. The disaggregated portion of the Plan that includes the Collectively
Bargained Employees is deemed to pass the ACP Test.



 


		(b)	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 statutory 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 statutory age and service
eligibility conditions. If such disaggregation applies, the following operating rules apply to the ADP Test and the ACP Test.



 






    
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		(1)	Separate ADP and ACP Tests. 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.



 


		(2)	Single ADP and ACP Test.  For Plan Years beginning after December 31, 1998, only
the disaggregated plan that benefits the Employees who have satisfied the statutory 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 Plan Administrator
may elect to apply the rule in subsection (1) instead.



 


		(3)	Application of Entry Dates. In determining whether an Employee is an otherwise
excludible Employee for purposes of applying the testing rules in subsection (1) and (2) above, the Plan will be deemed to provide
the statutory Entry Dates permitted under Code §410(a)(4) (i.e., the earlier of the date that is 6 months after the date the
Employee satisfies the statutory age and service conditions or the first day of the Plan Year following satisfaction of such statutory
age and service conditions). Thus, an Employee is treated as an otherwise excludible Employee for purposes of applying the special
testing rules in subsection (1) and (2) above if the Employee has not satisfied the statutory age and service requirements permitted
under Code §410(a), taking into account the statutory Entry Date provisions under Code §410(a)(4). In applying the special
testing rules in subsection (1) and (2) above, the Employer may elect to use the Plan’s Entry Dates or the statutory Entry
Dates permitted under Code §410(a)(4).



 


		(c)	Corrective action for disaggregated plans. Any corrective action authorized by
this Section 6 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. To the extent the Adoption Agreement authorizes the Employer to make discretionary QNECs or discretionary
QMACs, such QNECs or QMACs may be designated as allocable only to Participants in a particular disaggregated portion of the Plan.



 


	6.04	Safe Harbor 401(k) Plan Provisions. The
Employer may elect in AA §6C to apply the Safe Harbor 401(k) Plan provisions under this Section 6.04. For this purpose, the
Plan satisfies the requirements of this Section 6.04 if the Plan is a Safe Harbor 401(k) Plan, as described in subsection (a)
or a Qualified Automatic Contribution Arrangement (QACA), as described in subsection (b). If the Plan qualifies as a Safe Harbor
401(k) Plan, the ADP Test described in Section 6.01(a) is deemed to be satisfied for any Plan Year in which the Plan qualifies
as a Safe Harbor 401(k) Plan. In addition, if Matching Contributions are made for such Plan Year, the ACP Test is deemed satisfied
with respect to such contributions if the conditions of subsection (i) below are satisfied. To qualify as a Safe Harbor 401(k)
Plan, the requirements under this Section 6.04 must be satisfied for the entire Plan Year. In accordance
with Treas. Reg. §§1.401(k)-1(e)(7) and 1.401(m)-1(c)(2), it
is impermissible to use the ADP and ACP Test for a Plan
Year in which the Plan is intended to be a Safe Harbor 401(k) Plan and the requirements of this Section 6.04 are not satisfied
for the entire Plan Year.



 


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



 


		(1)	Safe Harbor Contribution. To qualify as a Safe Harbor 401(k) Plan, the Employer
must provide a Safe Harbor Employer Contribution or a Safe Harbor Matching Contribution to Nonhighly Compensated Participants under
the Plan. (See subsection (b) below for a discussion of the Participants eligible for a Safe Harbor Contribution.) 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.



 


		(i)	Safe Harbor Employer Contribution.  The Employer may elect under AA §6C-2(b)
to make a Safe Harbor Employer Contribution of at least 3% of Plan Compensation. The Employer has the discretion to increase the
amount of the Safe Harbor Employer Contribution in excess of the percentage designated under AA §6C-2(b). (See subsection
(4)(iii) below for the ability to condition the Safe Harbor Employer Contribution on the provision of a supplemental notice.)



 


		(ii)	Safe Harbor Matching Contribution. The
Employer may elect under AA §6C-2(a) to satisfy the Safe Harbor Contribution requirement by making a Safe Harbor Matching
Contribution with respect to each Participant’s Salary Deferrals under the Plan. If After-Tax Employee Contributions are
authorized under AA §6D-2 of the Profit Sharing/401(k) Plan Adoption Agreement, the Employer may elect to provide the Safe
Harbor Matching Contribution with respect to such After-Tax Employee Contributions. The Employer may elect under AA §6C-2(a)(1)
of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement to provide a basic Safe Harbor Matching Contribution, an
enhanced Safe Harbor Matching Contribution, or a tiered Safe Harbor Matching Contribution.



 






    
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		(A)	Basic Safe Harbor Matching Contribution. Under the basic Safe Harbor Matching
Contribution formula, each eligible Participant (as defined in AA §6C-3) will receive a Safe Harbor Matching Contribution
equal to:



 


		(I)	100% of the amount of a Participant’s Salary Deferrals
that do not exceed 3% of the Participant’s Plan Compensation, plus



 


		(II)	50% of the amount of a Participant’s Salary Deferrals
that exceed 3% of the Participant’s Plan Compensation but that do not exceed 5% of the Participant’s Plan Compensation.



 


		(B)	Enhanced Safe Harbor Matching Contribution. Under the enhanced Safe Harbor Matching
Contribution formula, the Safe Harbor Matching Contribution must not be less, at each level of Salary Deferrals, than the amount
required under the basic Safe Harbor Matching Contribution formula under subsection (A) above. Under the enhanced Safe Harbor Matching
Contribution formula, the rate of Matching Contributions may not increase as an Employee’s rate of Salary Deferrals increase.



 


		(C)	Contributions for Highly Compensated Employees.
The Plan will not fail to be a Safe Harbor 401(k) Plan merely because Highly Compensated Employees also receive a Safe
Harbor Matching Contribution under the Plan. However, a Safe Harbor Matching Contribution will not satisfy this section if any
Highly Compensated Employee is eligible for a higher rate of Safe Harbor Matching Contribution than is provided for any Nonhighly
Compensated Employee who has the same rate of Salary Deferrals.



 


		(D)	Period for making Safe Harbor Matching Contribution.
In determining a Participant’s Safe Harbor Matching Contributions, the Employer may elect under AA §6C-2(a)
of the Profit Sharing/401(k) Plan Adoption Agreement to determine the Safe Harbor Matching Contribution on the basis of Salary
Deferrals the Participant makes during the Plan Year. Alternatively, the Employer may elect 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 must be deposited into the Plan by the last day of the Plan Year quarter following the Plan Year
quarter for which the Salary Deferrals are made. See Section 3.04(c) for rules applicable to true-up contributions where the Employer
contributes Safe Harbor Matching Contributions to the Plan on a different period than selected under AA §6C-2(a).



 


		(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 Salary Deferrals under Section 8.10(c), except that such contributions may not be
distributed upon Hardship. See Section 8.10(e).



 


		(4)	Annual notice. Each eligible Participant
(as defined in subsection (b) below) must receive a written notice describing the Participant’s rights and obligations under
the Plan.



 


		(i)	Contents of notice. The annual notice must
include a description of:



 


		(A)	the Safe Harbor Contribution formula being used under
the Plan;



 


		(B)	any other contributions under the Plan;



 


		(C)	the plan to which the Safe Harbor Contributions will
be made (if different from this Plan);



 


		(D)	the type and amount of Plan Compensation that may be
deferred under the Plan;



 


		(E)	the administrative requirements for making and changing
Salary Deferral elections; and



 


		(F)	the withdrawal and vesting provisions under the Plan.



 






    
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In addition to any other election periods provided
under the Plan, each eligible Participant may make or modify his/her Salary Deferral election during the 30-day period immediately
following receipt of the annual notice.


 


		(ii)	Timing of notice. Each 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 a 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, but not more than 90 days, before the beginning of the Plan Year.
For an Employee who becomes a Participant after the 90th day before the beginning of the Plan Year, the notice will be deemed
timely if it is provided before the date the Employee becomes eligible to participate under the Plan (but no more than 90 days
before the Employee becomes eligible).



 


		(iii)	Supplemental notice. If the Employer elects
to provide the Safe Harbor Employer Contribution described in subsection (1)(i) above, the Employer may elect under AA §6C-2(b)
to make such contribution only as authorized under a supplemental notice described in this subsection (iii). If the Employer elects
to make the Safe Harbor Employer Contribution pursuant to a supplemental notice, each Participant will be notified in the annual
notice described in this subsection (4) that the Employer may provide the Safe Harbor Employer Contribution and that a
supplemental notice will be provided if the Employer decides to make the Safe Harbor Employer Contribution. The supplemental notice
indicating the Employer’s intention to make the Safe Harbor Employer 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 supplemental notice is not
provided in accordance with this paragraph, the Employer is not obligated to make the Safe Harbor Employer 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. No amendment is required to make the Safe Harbor Employer Contribution
in subsequent Plan Years.



 


		(b)	Qualified Automatic Contribution Arrangement (QACA) requirements. To the extent
authorized, the Employer may elect in AA §6A-8(a)(2) of the Profit Sharing/401(k) Plan Adoption Agreement to apply the Qualified
Automatic Contribution Arrangement (QACA) provisions under this subsection (b). To qualify as a QACA, the Plan must satisfy the
requirements for an EACA as set forth in Section 3.03(c)(2), must provide for an automatic deferral as described in subsection
(1), and must provide for a QACA Safe Harbor Contribution as described under subsection (2). The Plan also must satisfy the requirements
under subsections (3) - (6).



 


		(1)	Automatic deferral. To qualify as a QACA, the Plan must provide for an automatic
deferral election (as defined in Section 3.03(c)(2)(i) above) equal to a qualified percentage of Plan Compensation.



 


		(i)	Automatic deferral percentage. For this
purpose, a qualified percentage is, with respect to any Employee, a uniform percentage of Plan Compensation that does not exceed
10%, and which is at least:



 


		(A)	3% during the period that begins when the Employee first begins making automatic deferrals under
the QACA and ending on the last day of the following Plan Year,



 


		(B)	4% during the first Plan Year following the initial period
described in subsection (A) ,



 


		(C)	5% during the second Plan Year following the initial
period described in subsection (A), and



 


		(D)	6% during any subsequent Plan Year.



 


The
Employer may elect under AA §6A-8(a)(5) to apply the automatic increase described under this subsection (i) as of a date
other than the beginning of the Plan Year. If a date other than the first day of the Plan Year is selected under AA §6A-8(a)(5),
the Plan still must satisfy the minimum deferral percentage requirements under this subsection (i) as of the beginning of the
periods designated above. Thus, if an automatic increase becomes effective as of a date within a Plan Year, the Plan must provide
for an automatic deferral percentage at least equal to the minimum percentage as of the designated date in the Plan Year commencing
before the Plan Years described under (B) – (D) above. See Rev. Rul. 2009-30.


 


		(ii)	Eligible Employees. In applying the QACA
provisions under this subsection (b), the automatic deferral election described under subsection (1) must apply to all eligible
Employees without taking into account any Employee who:



 






    
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		(A)	was eligible to participate in the Plan (or a predecessor Plan) immediately prior to the effective
date of the QACA, and



 


		(B)	had
an affirmative election in effect on such effective date (which remains in effect) either to:



 


	 	(I)	 make Salary Deferrals in a specified amount or percentage of Plan Compensation, or
	 	 
	 	(II)	not have any Salary Deferrals made on his/her behalf.



 


		(iii)	Treatment of rehires. The minimum deferral
percentages described in subsection (1) are determined based on the date the Participant first begins making automatic deferrals
under the Plan, without regard to whether the Employee continues to be eligible to make contributions after such date. Thus, the
minimum percentage is generally determined based on the number of years since an Employee first has automatic deferrals made under
the QACA.



 


However, if an Employee is precluded from making
automatic deferrals to the Plan for an entire Plan Year (e.g., due to termination of employment), the Plan may treat such Employee
as having a new initial period for determining the minimum required default percentage under subsection (1) (if such Employee recommences
making default contributions under the QACA), regardless of what minimum percentage would otherwise apply to that Employee. The
provisions of this subsection (iii) will automatically apply, unless designated otherwise under AA §6A-8(a)(6)(ii).


 


Unless elected otherwise under AA §6A-8(a)(6)(i),
a Participant’s affirmative election to defer (or to not defer) will cease upon termination of employment. If a terminated
Participant’s affirmative election to defer (or to not defer) ceases upon termination of employment, the Participant will
be subject to the automatic deferral provisions of this subsection (1) upon rehire, including the default election provisions and
the notice requirements under subsection (5) below.


 


		(2)	QACA Safe Harbor Contribution. To the extent
authorized under the Plan, the Employer may provide a QACA Safe Harbor Employer Contribution or a QACA Safe Harbor Matching Contribution
to Nonhighly Compensated Employees under the Plan.



 


		(i)	QACA Safe Harbor Employer Contribution. The Employer may elect under AA §6C-2(b)
of the Profit Sharing/401(k) Plan to make a QACA Safe Harbor Employer Contribution of at least 3% of Plan Compensation.



 


		(ii)	QACA Safe Harbor Matching Contribution.
The Employer may elect under AA §6C-2(a)(2) of the Profit Sharing/401(k) Plan to make a QACA Safe Harbor Matching Contribution
with respect to each Participant’s Salary Deferrals under the Plan. The Employer may elect to provide a basic QACA Safe
Harbor Matching Contribution, an enhanced QACA Safe Harbor Matching Contribution, or a tiered QACA Safe Harbor Matching Contribution.



 


		(A)	Basic QACA Safe Harbor Matching Contribution. Under the basic QACA Safe Harbor
Matching Contribution formula, each eligible Participant (as defined in AA §6C-3) will receive a QACA Safe Harbor Matching
Contribution equal to:



 


		(I)	100% of the Participant’s Salary Deferrals that
do not exceed 1% of the Participant’s Plan Compensation plus



 


		(II)	50% of the Participant’s Salary Deferrals that
exceed 1% of the Participant’s Plan Compensation but that do not exceed 6% of the Participant’s Plan Compensation.



 


		(B)	Enhanced QACA Safe Harbor Matching Contribution. Under the enhanced QACA Safe Harbor
Matching Contribution formula, the QACA Safe Harbor Matching Contribution must not be less, at each level of Salary Deferrals,
than the amount required under the basic QACA Safe Harbor Matching Contribution formula under subsection (A) above. Under the enhanced
QACA Safe Harbor Matching Contribution formula, the rate of Matching Contributions may not increase as an Employee’s rate
of Salary Deferrals increase.



 


		(C)	Contributions for Highly Compensated Employees. The Plan will not fail to be a
QACA merely because Highly Compensated Employees also receive a QACA Safe Harbor Matching Contribution under the Plan. However,
a QACA Safe Harbor Matching Contribution will not satisfy this section if any Highly Compensated Employee is eligible for a higher
rate of QACA Safe Harbor Matching Contribution than is provided for any Nonhighly Compensated Employee who has the same rate of Salary Deferrals.



 






    
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		(D)	Period for making QACA Safe Harbor Matching Contribution.
In determining a Participant’s QACA Safe Harbor Matching Contributions, the Employer may elect under AA §6C-2(a)(3)
to determine the QACA Safe Harbor Matching Contribution on the basis of Salary Deferrals the Participant makes during the Plan
Year. Alternatively, the Employer may elect to determine the QACA Safe Harbor Matching Contribution on a payroll, monthly, or
quarterly basis.



 


		(3)	2-year cliff vesting. A Participant must be 100% vested in any QACA Safe Harbor
Contributions under subsection (2) above upon the completion of two (2) Years of Service. Any additional amounts contributed under
the Plan may be subject to any vesting schedule described under Section 7.02. For this purpose, a QACA Safe Harbor Contribution
is treated as a separate contribution source for purposes of applying the rules under Section 7.10 relating to the amendment of
a vesting schedule.



 


		(4)	Distribution restrictions. Distributions of the QACA Safe Harbor Contribution
must be restricted in the same manner as Salary Deferrals under Section 8.10(c), except that such contributions may not be distributed
upon Hardship.



 


		(5)	Annual notice. Each eligible Employee must
receive a written notice as described in subsection (a)(4) above.



 


		(6)	Definition of Plan Compensation. For Plan
Years beginning on or after January 1, 2010, the definition of Plan Compensation used for purposes of determining default Salary
Deferral contributions under the QACA must satisfy the safe harbor requirements under Treas. Reg. §1.401(k)-3(b)(2). For
this purpose, if the Plan defines Plan Compensation in a manner that does not satisfy the safe harbor requirements under Treas.
Reg. §1.401(k)-3(b)(2), effective for the first Plan Year beginning on or after January 1, 2010, the definition of Plan Compensation
used for determining default Salary Deferral contributions will automatically be modified so that any exclusions that cause the
definition of Plan Compensation to fail the safe harbor requirements will apply only to Highly Compensated Employees.



 


		(c)	Eligibility for Safe Harbor/QACA Safe Harbor Contributions. The Employer may elect
under AA §6C-3(a) to provide the Safe Harbor/QACA Safe Harbor Contribution to all Participants or only to Participants who
are Nonhighly Compensated Employees. Alternatively, the Employer may elect under the Nonstandardized Profit Sharing/401(k) Plan
Adoption Agreement to provide the Safe Harbor/QACA Safe Harbor Contribution to all Nonhighly Compensated Employees who are Participants
and all Highly Compensated Employees who are Participants but who are not Key Employees. This permits a Plan providing the Safe
Harbor/QACA Safe Harbor Employer Contribution to use such amounts to satisfy the Top Heavy minimum contribution requirements under
Section 4. See subsection (d) for a description of the eligibility conditions applicable to Safe Harbor/QACA Safe Harbor Contributions.
Also see Section 3.02(d)(1) for provisions for offsetting additional Employer Contributions by the Safe Harbor Employer Contributions under the Plan.



 


The Employer also may elect under AA §6C-3(b)
of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement to exclude certain designated Employees from the Safe Harbor/QACA
Safe Harbor Contribution. If any Non-Highly Compensated Employee who is eligible to make Salary Deferrals under the Plan is excluded
from the Safe Harbor/QACA Safe Harbor Contribution under AA §6C-3(b), the Plan must be disaggregated into separate plans for
minimum coverage purposes pursuant to Code §410(b)(4). If each of the disaggregated plans can separately satisfy the minimum
coverage requirements under Code §401(a)(4), the separate component plans may be tested separately for nondiscrimination under
Code §401(a)(4), including the safe harbor rules under this Section 6.04. If the Plan is disaggregated into separate plans
for nondiscrimination purposes, the portion of the disaggregated plan that covers Employees who are not eligible for the Safe Harbor/QACA
Safe Harbor Contribution must satisfy the ADP Test (and ACP Test, if applicable).


 


		(d)	Different eligibility conditions. In determining who is a Participant for purposes
of the Safe Harbor/QACA Safe Harbor Contribution, the eligibility conditions applicable to Salary Deferrals under AA §4-1
apply. However, the Employer may elect under AA §6C-3 of the Profit Sharing/401(k) Plan Adoption Agreement to apply different
eligibility conditions for the Safe Harbor/QACA Safe Harbor Contribution than apply to Salary Deferrals. If the Employer elects
under AA §6C-3of the Profit Sharing.401(k) Plan Adoption Agreement to require a Year of Service for determining eligibility
for Safe Harbor/QACA Safe Harbor Contributions, a Year of Service for this purpose is the completion of 1,000 Hours of Service
during an Eligibility Computation Period.



 






    
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An
Eligibility Computation Period is as defined under Section 2.03(a)(3) using Plan Years for subsequent Eligibility Computation
Periods. If different eligibility conditions are selected for Safe Harbor/QACA Safe Harbor Contributions that are more restrictive
than the eligibility conditions applicable for Salary Deferrals, the Plan must be disaggregated into separate plans for coverage
purposes pursuant to Code §410(b)(4). If the Plan uses different eligibility conditions for Safe Harbor/QACA Safe Harbor
Contributions, the portion of the disaggregated plan that covers Employees who are not eligible for the Safe Harbor/QACA Safe
Harbor Contribution must satisfy the ADP Test (and ACP Test, if applicable). See IRS Notice 2000-3, Q&A-10.


 


		(e)	Provision of Safe Harbor Contribution in separate plan. The Employer may elect under
AA §6C-2(b) to provide the Safe Harbor Contribution under another Defined Contribution Plan maintained by the Employer. The
Safe Harbor Contribution under such other plan must satisfy the conditions under this Section 6.04 for this Plan to qualify as
a Safe Harbor 401(k) Plan. To make the Safe Harbor Contribution under another Defined Contribution Plan, each Employee eligible
to participate under this Plan must also be eligible to participate under the other Defined Contribution Plan and the other Defined
Contribution Plan must have the same Plan Year as this Plan.



 


		(f)	Mid-Year Changes to Safe Harbor 401(k) Plan. A Plan will not fail to satisfy the
requirements of Code §401(k)(12) relating to Safe Harbor 401(k) plans because of the adoption during the Plan Year of a provision
to apply the hardship distribution provisions of the Plan to primary beneficiaries or a provision to provide for Roth Deferrals
(as defined in Section 3.03(e)).



 


		(g)	Reduction or suspension of Safe Harbor/QACA Safe Harbor Contributions. The Employer
may amend the Plan during the Plan Year to reduce or suspend the Safe Harbor/QACA Safe Harbor Contributions (on a prospective basis)
provided the following conditions are satisfied:



 


		(1)	The Employer must provide a supplemental notice to all Participants explaining the consequences
and effective date of the amendment.



 


		(2)	Participants must be given a reasonable opportunity (including a reasonable period after receipt
of the supplemental notice) to change their Salary Deferral and/or After-Tax Employee Contribution elections, as applicable.



 


		(3)	The amendment reducing or eliminating the Safe Harbor/QACA Safe Harbor Contribution must be
effective no earlier than the later of:



 


		(i)	30 days after Participants are given the supplemental
notice or



 


		(ii)	the date the amendment is adopted.



 


		(4)	The Plan is subject to the ADP Test and ACP Test for the entire Plan Year in which the reduction
or suspension occurs using the Current Year Testing Method.



 


		(5)	If the Plan is amended to reduce or eliminate a Safe Harbor/QACA Safe Harbor Employer Contribution,
the Employer must operate at an economic loss as described in Code §412(c)(2)(A) for the Plan
Year or the notice provided under subsection (a)(4) must include a statement that the Plan may be amended during the Plan Year
to reduce or suspend the Safe Harbor/QACA Safe Harbor Employer Contribution and that the reduction or suspension will not apply
until at least 30 days after all Eligible Employees are provided notice of the reduction or suspension.



 


		(h)	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.



 


		(i)	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 Matching Contributions (including 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 (i) for a
Plan Year, the Plan must satisfy the ACP Test for such Plan Year in accordance with subsection (j) below.



 


		(1)	Only Safe Harbor/QACA Safe Harbor Matching Contributions. If the only Matching
Contributions provided under the Plan are Safe Harbor/QACA Safe Harbor Matching Contributions under AA §6C-2(a), the Plan
is deemed to satisfy the ACP Test, without regard to the conditions under subsections (2) - (5) below.



 


		(2)	Additional Matching Contributions. If Matching
Contributions are provided in addition to Safe Harbor/QACA Safe Harbor Matching Contributions under AA §6C-2(a), the total
Matching Contributions provided under the Plan (including any Safe Harbor/QACA Safe Harbor Matching Contributions) may not apply
to any Salary Deferrals or After-Tax Employee Contributions that exceed 6% of Plan Compensation. If a Matching Contribution formula
applies to both Salary Deferrals and After-Tax Employee Contributions, then the Matching Contributions may not apply to the sum
of such contributions that exceed 6% of Plan Compensation. If Matching Contributions under the Plan apply to Salary Deferrals
in excess of 6% of Plan Compensation, the Plan will be subject to ACP Testing to the extent provided under subsection (j) below.



 






    
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		(3)	Discretionary Matching Contributions. If
the Employer elects to provide discretionary Matching Contributions under a Safe Harbor 401(k) Plan, such discretionary Matching
Contributions will not be subject to the ACP Test only if the total amount of the discretionary Matching Contributions are limited
to no more than 4% of the Employee’s Plan Compensation.



 


		(4)	Rate of Matching Contribution may not increase. The Matching Contribution formula
may not provide a higher rate of match at higher levels of Salary Deferrals or After-Tax Employee Contributions.



 


		(5)	Limit on Matching Contributions for Highly Compensated Employees. The Matching
Contributions made for any Highly Compensated Employee at any rate of Salary Deferrals and/or After-Tax Employee Contributions
cannot be greater than the Matching Contributions provided for any Nonhighly Compensated Employee at the same rate of Salary Deferrals
and/or After-Tax Employee Contributions.



 


		(6)	After-Tax Employee Contributions. If the Plan permits After-Tax Employee Contributions,
such contributions must satisfy the ACP Test, regardless of whether the Matching Contributions under Plan are deemed to satisfy
the ACP Test under this subsection (i). The ACP Test must be performed in accordance with subsection (j) below.



 


		(7)	Additional Matching Contributions may be subject to vesting and distribution restrictions.
Additional Matching Contributions may satisfy the ACP Test Safe Harbor described in this subsection (i) even if such Matching Contributions
are subject to the normal vesting schedule and distribution rules applicable to Matching Contributions. However, if such Matching
Contributions are subject to allocation conditions under AA §6B-7, such Matching Contributions may fail to satisfy the ACP
Test Safe Harbor described in this subsection (i).



 


		(j)	Rules for applying the ACP Test. If the ACP Test must be performed under a Safe
Harbor 401(k) Plan, either because there are After-Tax Employee Contributions, or because the Matching Contributions do not satisfy
the conditions described in subsection (i) above, the Current Year Testing Method must be used to perform such test, even if the
Adoption 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.



 


		(k)	Application of Top Heavy rules. Effective for years beginning after December 31,
2001, if the only contributions under a Safe Harbor 401(k) Plan are Safe Harbor/QACA Safe Harbor Contributions described under
subsection (a) and Matching Contributions eligible for the ACP Test Safe Harbor, as described in subsection (i), the Plan is deemed
to satisfy the Top Heavy requirements, as described in Section 4. For this purpose, if a Plan has only safe harbor contributions
described under this subsection (k) and the Plan has forfeitures for a Plan Year, such forfeitures may be used to reduce or may
be allocated as additional Matching Contributions that are designed to satisfy the ACP Test Safe Harbor, as described under subsection
(i). In such case, the Plan will continue to satisfy the exemption from the Top Heavy rules as described in this subsection (k).
See Section 7.13(e)(1).



 


		(l)	Plan Year. Except as provided in subsections (1) - (3) below, to qualify as a Safe
Harbor 401(k) Plan, the safe harbor requirements under this Section 6.04 must be satisfied for an entire 12-month Plan Year.



 


		(1)	First year of plan. A newly established
plan (other than a successor plan within the meaning of Treas. Reg. §1.401(m)-2(c)(2)(iii)) will not fail to satisfy the
requirements of this subsection (l) merely because the Plan Year is less than 12 months, provided that the Plan Year is at least
3 months long. If an Employer is newly established and adopts the Plan as soon as administratively feasible after the Employer
comes into existence, the initial Plan Year may be shorter than 3 months.



 


If
the Plan has an initial Plan Year that is less than 12 months, for purposes of applying the Code §415 Limitation under Section
5.03, 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 5.03(c)(2). In addition, the Employer’s Plan Compensation
will be determined for the 12-month period ending on the last day of the short Plan Year. Thus, no proration of the Compensation
Limit will be required. See Section 1.25.


 






    
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		(2)	Change of Plan Year. If the Plan is amended
to change its Plan Year, resulting in a Short Plan Year (see Section 11.08), the Plan will not fail to satisfy the requirements
of subsection (l), provided:



 


		(i)	The Plan satisfies the safe harbor requirements under
this Section 6.04 for the immediately preceding Plan Year; and



 


		(ii)	The plan satisfies the safe harbor requirements under
this Section 6.04 (determined without regard to subsection (g) above) for the immediately following Plan Year or for the immediately
following 12 months if the immediately following Plan Year is less than 12 months.



 


		(3)	Final plan year. If the Plan is terminated
during a Plan Year, the Plan will not fail to satisfy the requirements of subsection (l) merely because the final Plan Year is
less than 12 months, provided that the plan satisfies the safe harbor requirements under this Section 6.04 through the date of
termination and either:



 


		(i)	The Plan would satisfy the requirements of subsection (g), treating the termination of the Plan
as a reduction or suspension of Safe Harbor Matching Contributions (other than the requirement that Employees have a reasonable
opportunity to change their Salary Deferral or After-Tax Employee Contribution elections); or



 


		(ii)	The Plan termination is in connection with a transaction
described in Code §410(b)(6)(C) or the Employer incurs a substantial business hardship, comparable to a substantial business
hardship described in Code §412(d). If this subsection (ii) applies, the Plan will continue to qualify as a Safe Harbor 401(k)
Plan for the year of termination.



 


	6.05	SIMPLE 401(k) Plan contributions. The Employer
may designate in AA §6A-10 of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement to treat the Plan as a SIMPLE
401(k) Plan. To treat the Plan as a SIMPLE 401(k) Plan for a Plan Year, the Employer must be an Eligible Employer (as defined
in subsection (a)(1) below) and no contributions may be made, or benefits accrued, for services during the calendar year, on behalf
of any Eligible Employee under any other plan, contract, pension, or trust described in Code §219(g)(5)(A) or (B), maintained
by the Employer. If the Plan is designated as a SIMPLE 401(k) Plan, the provisions of this Section 6.05 will apply even if inconsistent
with any other provisions under the Plan.



 


		(a)	Definitions.



 


		(1)	Eligible Employer. An Eligible Employer
means, with respect to any calendar year, an Employer that had no more than 100 employees who received at least $5,000 of SIMPLE
Compensation from the Employer for the preceding calendar year. In applying the preceding sentence, all Employees of Related Employers
and Leased Employees are taken into account.



 


An Eligible Employer that elects to have the
SIMPLE 401(k) provisions apply to the Plan and that fails to be an Eligible Employer for any subsequent calendar year is treated
as an Eligible Employer for the 2 calendar years following the last calendar year the Employer was an Eligible Employer. If the
failure is due to any acquisition, disposition, or similar transaction involving an Eligible Employer, the preceding sentence applies
only if the provisions of Code §410(b)(6)(C)(i) are satisfied.


 


		(2)	Eligible Employee. An Eligible Employee
means, for purposes of the SIMPLE 401(k) provisions, any Employee who is entitled to make Salary Deferrals under the terms of
the Plan.



 


		(b)	Contributions.



 


		(1)	Salary Deferrals. Each Eligible Employee
may make Salary Deferrals in an amount not to exceed $6,000 for 2000, $6,500 for 2001, $7,000 for 2002, $8,000 for 2003, $9,000
for 2004, and $10,000 for 2005. After 2005, the $10,000 limit will be adjusted for cost-of living increases under Code §408(p)(2)(E).
Any such adjustments will be in multiples of $500.



 


		(2)	Catch-Up Contributions. Beginning in 2002,
the amount of an Employee's Salary Deferrals permitted for a calendar year is increased for Employees aged 50 or over by the end
of the calendar year by the amount of allowable Catch-up Contributions. The allowable Catch-up Contribution is $500 for 2002,
$1,000 for 2003, $1,500 for 2004, $2,000 for 2005 and $2,500 for 2006. After 2006, the $2,500 limit will be adjusted for cost-of-
living increases under Code § 414(v)(2)(C). Any such adjustments will be in multiples of $500. Catch-up Contributions are
otherwise treated the same as other Salary Deferrals.



 


		(3)	Matching Contributions. Each calendar year,
the Employer will contribute a Matching Contribution to the Plan on behalf of each Employee who makes Salary Deferrals. The amount
of the Matching Contribution will be equal to the Employee's Salary Deferrals up to a limit of 3 percent of the Employee's SIMPLE
Compensation for the full calendar year.



 






    
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		(4)	Employer Contributions. For any calendar
year, instead of a Matching Contribution, the Employer may elect to contribute an Employer Contribution of 2 percent of Total
Compensation for the full calendar year for each Eligible Employee who received at least $5,000 of SIMPLE Compensation for the
calendar year.



 


		(c)	Limit on Contributions. No Employer or
Employee Contributions may be made to this Plan for a calendar year other than Salary Deferrals described in subsections (b)(1)
and (b)(2), Matching Contributions described in subsection (b)(3), Employer Contributions described in subsection (b)(4), and
Rollover Contributions described in Treas. Reg. §1.402(c)-2, Q&A-1(a). Such contributions (other than Catch-Up Contributions
under subsection (b)(2)) are subject to the Code §415 Limitation.



 


		(d)	Election and notice requirements.



 


		(1)	Election period.



 


		(i)	In addition to any other election periods provided under the Plan, each Eligible Employee may
make or modify Salary Deferral elections during the 60-day period immediately preceding each January 1.



 


		(ii)	For the calendar year an Employee becomes eligible to
make Salary Deferrals under the SIMPLE 401(k) provisions, the 60-day election period requirement under subsection (i) is deemed
satisfied if the Employee may make or modify a Salary Deferral election during a 60-day period that includes either the date the
Employee becomes eligible or the day before.



 


		(iii)	Each Employee may terminate a Salary Deferral election
at any time during the calendar year



 


		(2)	Notice requirements.



 


		(i)	The Employer will notify each Eligible Employee prior to the 60-day election period described
in subsection (1) that he/she can make a Salary Deferral election or modify a prior election during that period.



 


		(ii)	The notification described in subsection (i) will indicate
whether the Employer will provide a 3-percent Matching Contribution described in subsection (b)(3) or a 2-percent Employer Contribution
described in subsection (b)(4).



 


		(e)	Vesting requirements. All benefits attributable to contributions described in subsections
(b)(3) and (b)(4)are fully vested at all times, and all previous contributions made under the Plan are fully vested as of the beginning
of the calendar year the SIMPLE 401(k) provisions apply.



 


		(f)	Top Heavy rules. The Plan is not treated
as a Top Heavy Plan under Code §416 for any calendar year for which this Section 6.05 applies.



 


		(g)	Nondiscrimination tests. The ADP and ACP Tests described in Sections 6.01(a) and
6.02(a) are treated as satisfied for any calendar year for which this Section 6.05 applies.



 


		(h)	SIMPLE Compensation. SIMPLE Compensation
for purposes of this Section 6.05 means the sum of wages, tips, and other compensation from the Eligible Employer subject to federal
income tax withholding (as described in Code §6051(a)(3)) and the Employee’s Salary Deferrals made under any other
plan, and if applicable, Elective Deferrals under a SIMPLE IRA (as defined under Code §408(p), a SARSEP (as defined in Code
 §408(a)(6), or a plan or contract that satisfies the requirements of Code §403(b), and compensation deferred under a
Code §457 plan, required to be reported by the employer on Form W-2 (as described in Code §6051(a)(8)). For self-employed
individuals, SIMPLE Compensation means net earnings from self-employment determined under Code §1402(a) prior to subtracting
any contributions made under the SIMPLE 401(k) plan on behalf of the individual. Compensation also includes amounts paid for domestic
service (as described in Code §3401(a)(3). SIMPLE Compensation taken into account under the Plan is subject to the Compensation
Limit (as defined under Section 1.25).



 






    
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Prototype Defined Contribution Plan 

Section 7 – Participant Vesting and Forfeitures


 


SECTION 7


PARTICIPANT VESTING
AND FORFEITURES


 


		7.01	Vesting of Contributions. A Participant’s
vested interest in his/her Employer Contribution Account and Matching Contribution Account is determined based on the vesting
schedule elected in AA §8. A Participant is always fully vested in his/her Salary Deferral Account, After-Tax Employee Contribution
Account, QNEC Account, QMAC Account, Safe Harbor/QACA Safe Harbor Employer Contribution Account, Safe Harbor/QACA Safe Harbor
Matching Contribution Account, and Rollover Contribution Account.



		 	 



		7.02	Vesting Schedules.  A Participant’s
vested interest in his/her Employer Contribution Account and/or Matching Contribution Account is determined by multiplying the
Participant’s vesting percentage (determined under the applicable vesting schedule selected in AA §8) by the total
amount under the applicable Account. Effective for Plan Years beginning on or after January 1, 2007 (for Employer Contributions)
and for Plan Years beginning on or after January 1, 2002 (for Matching Contributions), the vesting schedule must satisfy one of
the vesting schedules set forth under this Section 7.02.



 


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



 




		 	 



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


 


		(c)	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.



		 	 



		(d)	5-year graded vesting schedule. Under the
5-year graded vesting schedule, an Employee vests in his/her Employer Contribution Account and/or Matching Contribution Account
in the following manner:



 


After 1 Years of Service
 – 20% vesting


After 2 Years of Service – 40% vesting


After 3 Years of Service – 60% vesting


After 4 Years of
Service – 80% vesting


After 5 Years of Service – 100% vesting


 


		(e)	Modified vesting schedule. Under the modified vesting schedule, the Employer may
designate the vesting percentage that applies for each Year of Service. The vesting percentage selected under the modified vesting
schedule for any Year of Service may not be less than the percentage that would be permitted under a permitted vesting schedule
under this Section 7.02. Thus, for example, the modified vesting schedule for each Year of Service would have to satisfy the 6-
year graded vesting schedule, unless 100% vesting occurs after no more than 3 Years of Service. (A modified vesting schedule may
not be selected under the Standardized Plan Adoption Agreement.)



 


		7.03	Prior Vesting Schedule. For Plan
Years beginning before January 1, 2007 (for Employer Contributions) and for Plan Years beginning before January 1, 2002 (for Matching
Contributions), the Plan may have used any of the following vesting schedules:



 


		(a)	Full and immediate vesting.



		 	 



		(b)	3-year cliff vesting schedule.



		 	 



		(c)	5-year cliff vesting schedule,



		 	 



		(d)	6-year graded vesting schedule.



		 	 



		(e)	7-year graded vesting schedule.



		 	 



		(f)	Modified vesting schedule that satisfies any of the vesting
schedules described in this Section 7.03.



 






    
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To the extent a vesting schedule applied for
Employer Contributions and/or Matching Contributions for such years, the applicable vesting schedules are those that are set forth
under the Plan documents in effect for such years. The Employer may describe such prior vesting schedules in Appendix A of the
Adoption Agreement.


 


		7.04	Special vesting rules.



 


		(a)	Normal Retirement Age. Regardless of the Plan’s vesting schedule, an Employee’s
right to his/her Account Balance is fully vested upon the date he/she attains Normal Retirement Age (as defined in AA §7-1),
provided the Employee is still employed at such time.



 


		(b)	100% vesting upon death, disability, or Early Retirement Age. The Employer may elect
under AA §8-4 of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement
to allow a Participant’s vesting percentage to automatically increase to 100% if the Participant dies, becomes Disabled,
and/or attains Early Retirement Age while employed by the Employer.



 


		(c)	Safe Harbor 401(k) Plans. If the Plan is a Safe Harbor 401(k) Plan as defined in
Section 6.04, any Safe Harbor Contributions made under the Plan are always 100% vested. If the Plan provides for QACA Safe Harbor
Contributions, such contributions will vest in accordance with the vesting schedule selected under AA §8-2(b) of the Profit
Sharing/401(k) Plan Adoption Agreement. If a Safe Harbor 401(k) Plan provides for regular Employer Contributions or Matching Contributions,
such amounts will be vested in accordance with the vesting schedule selected under AA §8. Section 7.10 will not apply merely
because the Plan is amended to add a vesting schedule for regular Employer Contributions or Matching Contributions.



 


		(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. (See Section 14.05(a) for the benefits that must be protected
as a result of a merger, consolidation or transfer.)



 


		(e)	Vesting schedules applicable to prior contributions. If the Plan holds Employer
Contributions and/or Matching Contributions that are subject to vesting, but the Plan no longer provides for such contributions,
the Plan will continue to apply the vesting schedule applicable to those contributions as determined under the prior Plan document.
See Section 7.13(e) for the rules applicable to forfeitures
of such prior contributions. The Employer may document any prior vesting schedule in Appendix A of the Adoption Agreement.



 


		7.05	Year of Service. An Employee’s position
on the vesting schedule is dependent on the Employee’s Years of Service with the Employer. Generally, an Employee will earn
a vesting Year of Service for each Vesting Computation Period (as defined in Section 7.06) during which the Employee completes
at least 1,000 Hours of Service. Alternatively, the Employer may elect under AA §8-5(a) of the Nonstandardized Plan Adoption
Agreement to modify the definition of Year of Service to require completion of any lesser number of Hours of Service or may elect
to calculate Years of Service using the Elapsed Time method (as defined in subsection (b) below).



 


		(a)	Hours of Service. Unless the Employer elects to use the Elapsed Time method under
AA §8-5 of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement, vesting
Years of Service will be determined based on an Employee’s Hours of Service earned during the Vesting Computation Period.



 


		(1)	Actual Hours of Service. In determining an Employee’s vesting Years of Service,
the Employer will credit an Employee with the actual Hours of Service earned during the Vesting Computation Period, unless the
Employer elects under AA §8-5 of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption
Agreement to determine Hours of Service using the Equivalency Method.



 


		(2)	Equivalency Method. Instead of counting actual Hours of Service in applying the
Plan’s vesting schedules, the Employer may elect under AA §8-5 of the Nonstandardized Plan Adoption Agreement or Standardized
Profit Sharing/401(k) Plan Adoption Agreement to determine Hours of Service based on the Equivalency Method. Under the Equivalency
Method, an Employee receives credit for a specified number of Hours of Service based on the period worked with the Employer.



 


		(i)	Monthly. Under the monthly Equivalency Method, an Employee is credited with 190
Hours of Service for each calendar month during which the Employee completes at least one Hour of Service with the Employer.



 


		(ii)	Daily. Under the daily Equivalency Method,
an Employee is credited with 10 Hours of Service for each day during which the Employee completes at least one Hour of Service
with the Employer.



 






    
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Section 7 – Participant Vesting and Forfeitures


 



		(iii)	Weekly. Under the weekly Equivalency Method,
an Employee is credited with 45 Hours of Service for each week during which the Employee completes at least one Hour of Service
with the Employer.



		 	 



		(iv)	Semi-monthly. Under the semi-monthly Equivalency
Method, an Employee is credited with 95 Hours of Service for each semi-monthly period during which the Employee completes at least
one Hour of Service with the Employer.



 


		(3)	Employee need not be employed for entire Vesting Computation Period. If an Employee
completes the required Hours of Service during a Vesting Computation Period, the Employee will receive credit for a Year of Service
as of the end of such Vesting Computation Period, even if the Employee is not employed for the entire Vesting Computation Period.



 


		(b)	Elapsed Time method. Instead of using Hours of Service in applying the Plan’s
vesting schedules, the Employer may elect under AA §8-5 of the Nonstandardized Plan Adoption Agreement or Standardized Profit
Sharing/401(k) Plan Adoption Agreement to apply the Elapsed Time method for calculating an Employee’s vesting service with
the Employer. Under the Elapsed Time method, an Employee receives credit for the aggregate period of time worked for the Employer
commencing with the Employee's first day of employment (or reemployment, if applicable) and ending on the date the Employee begins
a Period of Severance 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 in terms of days.



 


		(1)	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.



 


		(2)	Related Employers/Leased Employees. For purposes of applying the Elapsed Time
method, service will be credited for employment with any Related Employer. Service also will be credited for any service as a Leased
Employee or as an employee under Code §414(o).



 


		(c)	Change in service crediting method. If the service crediting method is changed
from an Hours of Service method to the Elapsed Time method or from the Elapsed Time method to an Hours of Service method, the amount
of service credited to an Employee will be determined under subsection (1) or (2) below. For this purpose, a change in service
crediting method will occur if the Plan is amended to change the service crediting method or if the service crediting method is
changed as a result of an Employee’s change in employment status.



 


		(1)	Change to Elapsed Time method. If the service crediting method is changed from an
Hours of Service method to the Elapsed Time method, the amount of vesting service credited to an Employee will equal the sum of
the service under subsections (i) and (ii) below:



 


		(i)	The number of Years of Service equal to the number of Years of Service
credited under the Hours of Service method before the Vesting Computation Period during which the change to the Elapsed Time method
occurs.



 


		(ii)	For the Vesting Computation Period in which the change
occurs, the greater of:



 






    
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		(A)	the period of service that would be credited under the Elapsed Time method from the first day
of that Vesting Computation Period through the date of the change, or



 


		(B)	the service that would be taken into account under the
Hours of Service method for the Vesting Computation Period which includes the date of the change.



 


If the period of service described in subsection
(i) is the greater amount, then subsequent periods of service are credited under the Elapsed Time method beginning with the date
of the change. If the period of service described in subsection (ii) applies, the Elapsed Time method will be used beginning with
the first day of the Vesting Computation Period that would have followed the Vesting Computation Period in which the change to
the Elapsed Time method occurred.


 


If the change to the Elapsed Time method occurs
as of the first day of a Vesting Computation Period, the use of the Elapsed Time method begins as of the date of the change, and
the calculation in subsection (B) above does not apply. In such case, the Employee’s service is determined under subsection
(A) above plus the subsequent periods of service determined under the Elapsed Time method, starting with the effective date of
the change.


 


		(2)	Change to Hours of Service method. If the service crediting method is changed
                                                                    from the Elapsed Time method to an Hours of Service method, the Employee's Elapsed Time service earned as of the date of the
                                                                    change is converted into Years of Service under the Hours of Service method, determined as the sum of subsections (i) and (ii), below:



 


		(i)	A number of Years of Service is credited that equals the number of 1-year periods of service
credited under the Elapsed Time method as of the date of the change.



 


		(ii)	For the Vesting Computation Period which includes the
date of the change, the Employee is credited with an equivalent number of Hours of Service, using one of the Equivalency Methods
defined in Section 2.03(a)(5) above for any fractional year that was credited under the Elapsed Time method as of the date of
the change.



 


For the portion of the Vesting Computation
Period following the date of the change, actual Hours of Service are counted. The Hours of Service credited for the portion of
the Vesting 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 Vesting Computation Period to determine if the Employee has a Year of Service for that Vesting
Computation Period.


 


		7.06	Vesting Computation Period. Generally,
the Vesting Computation Period is the Plan Year. Alternatively, the Employer may elect under AA §8-5(b) of the Nonstandardized
Plan Adoption Agreement to use the 12-month period commencing on the Employee’s date of hire (or reemployment date, if applicable)
and each subsequent 12-month period commencing on the anniversary of such date or the Employer may elect to use any other 12-consecutive
month period as the Vesting Computation Period.



		 	 



		7.07	Excluded service. Generally, except as
provided under Section 7.09 with respect to service excluded under the Break in Service rules, all service with the Employer counts
for purposes of applying the Plan’s vesting schedules. However, the Employer may elect under AA §8-3 of the Nonstandardized
Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement to exclude certain service with the Employer
in calculating an Employee’s vesting Years of Service.



 


		(a)	Service before the Effective Date of the Plan. The Employer may elect under AA
 §8-3(b) to exclude service earned during any period prior to the date the Employer established 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.



 


		(b)	Service before a specified age. The Employer
may elect under AA §8-3(c) to exclude service before an Employee attains a specified age (not to exceed age 18). An Employee
will be credited with a Year of Service for the Vesting Computation Period during which the Employee attains the required age,
provided the Employee satisfies all other conditions required for a Year of Service.



 


		7.08	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 does not maintain the plan of a Predecessor
Employer, service with such Predecessor Employer does not count for vesting purposes under this Section 7, unless the Employer
specifically designates under AA §4-5 to credit service with such Predecessor Employer for vesting. Unless designated otherwise
under AA §4-5, if the Employer takes into account service with a Predecessor Employer, such service will count for purposes
of eligibility under Section 2 (see Section 2.06) vesting under this Section 7, and for purposes of the minimum allocation conditions
under Section 3.09 (see Section 3.09(c)).



 






    
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		7.09	Break in Service Rules. In addition to
any service excluded under Section 7.07, the Employer may elect under AA §8-5 of the Nonstandardized Plan Adoption Agreement
or Standardized Profit Sharing/401(k) Plan Adoption Agreement to disregard an Employee’s vesting service with the Employer
under the Break in Service rules set forth in this Section 7.09.



 


		(a)	Break in Service. An Employee incurs a
Break in Service for any Vesting Computation Period (as defined in Section 7.06) during which the Employee does not complete more
than five hundred (500) Hours of Service with the Employer. However, if the Employer elects under AA §8-5(a) of the Nonstandardized
Plan Adoption Agreement to require less than 1,000 Hours of Service to earn a vesting Year of Service, 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 vesting Year of Service. In applying these Break in Service rules, Years of Service and Breaks in Service
are measured on the same Vesting Computation Period.



 


		(b)	One-Year Break in Service rule. Under the One-Year Break in Service rule, if an
Employee incurs a one-year Break in Service, such Employee will not be credited with any service earned prior to such one-year
Break in Service for purposes of applying the Plan’s vesting schedules until the Employee has completed a Year of Service
after the Break in Service. The Employer must elect to apply the One-Year Break in Service rule under AA §8-5(f) of the Nonstandardized
Plan Adoption Agreement. Unless elected otherwise under AA §8-5(f), the One-Year Break in Service rule applies only with respect
to an Employee who has terminated employment. The One-Year Break in Service rule is not available under the Standardized Plan Adoption
Agreement.



 


If a Participant has service disregarded under
the One-Year Break in Service rule, such Participant will have his/her service reinstated as of the first day of the Vesting Computation
Period during which the Participant completes a Year of Service following the Break in Service.


 


		(c)	Nonvested Participant Break in Service rule. Under the Nonvested Participant Break
in Service rule, if an Employee is totally nonvested (i.e., 0% vested) in his/her Account Balance attributable to Employer and
Matching Contributions, and such Employee incurs five (5) or more consecutive one-year Breaks in Service (or, if greater, a consecutive
period of Breaks in Service at least equal to the Employee’s aggregate number of Years of Service with the Employer), the
Plan will disregard all service earned prior to such consecutive Breaks in Service for purposes of applying the vesting schedules
under the Plan. If the Employer elects the Elapsed Time method of crediting service (as authorized under Section 7.05(b),
an Employee will be treated as incurring five consecutive Breaks in Service when he/she incurs a Period of Severance of at least
60 months.



 


If the Employee continues in employment with
the Employer after incurring the requisite Break in Service, such Employee will be treated as a new Employee for purposes of determining
vesting under the Plan. For this purpose, a Participant who has made Salary Deferrals under the Plan will be treated as having
a vested interest in the Plan. Thus, the Nonvested Participant Break in Service rule may not be used with respect to any contributions
under the Plan (even if such Participant is totally nonvested in his/her Account Balance attributable to Employer and Matching
Contributions) for a Participant who has made Salary Deferrals under the Plan. The Employer must elect to apply the Nonvested Participant
Break in Service rule under AA §8-5 of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan
Adoption Agreement. Unless elected otherwise under AA §8-5, the Nonvested Participant Break in Service rule applies only with
respect to an Employee who has terminated employment. In determining an Employee’s aggregate Years of Service for purposes
of applying the Nonvested Participant Break in Service rule, any Years of Service otherwise disregarded under a previous application
of this rule are not counted.


 


		(d)	Five-Year Forfeiture Break in Service.
A Participant’s vesting service also may be disregarded if the Participant incurs a Five-Year Forfeiture Break in Service,
as described in Section 7.12(b) below.



 


		7.10	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) or if the
plan is amended in any way that directly or indirectly affects the computation of the Participant’s vested percentage, 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.
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.



 






    
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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.



 


No amendment to the plan shall be
effective to the extent that it has the effect of decreasing a participant's accrued benefit. Notwithstanding the preceding
sentence, a participant's Account Balance may be reduced to the extent permitted under Code §412(d)(2). For purposes of
this paragraph, a plan amendment which has the effect of decreasing a participant's Account Balance, with respect to benefits
attributable to service before the amendment, shall be treated as reducing an accrued benefit.


 


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.


 


		7.11	Special Vesting Rule - In-Service Distribution
When Account Balance is Less than 100% Vested. If amounts are distributed from a Participant’s Employer Contribution
Account or 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.


 


		7.12	Forfeiture of Benefits. A Participant will
forfeit the nonvested portion of his/her Employer Contribution and/or Matching Contribution Account upon the occurrence of any
of the events described below. The Plan Administrator has the responsibility to determine the amount of a Participant’s
forfeiture. Until an amount is forfeited pursuant to this Section 7.12, a Participant’s entire Account must remain in the
Plan and continue to share in gains and losses of the Trust. A Participant will not forfeit any of his/her nonvested Account until
the occurrence of one of the following events.



 


		(a)	Cash-Out Distribution. Following termination of employment, a Participant may receive
a total distribution of his/her vested benefit under the Plan (a Cash-Out Distribution) in accordance with the distribution and
Participant consent provisions under Section 8. If a Participant receives a Cash-Out Distribution upon termination of employment,
the Participant’s nonvested benefit under the Plan will be forfeited in accordance with subsection (1) below. If at the time
of termination, a Participant is totally nonvested in his/her entire Account Balance, the Participant will be deemed to receive
a total Cash-Out Distribution of his/her entire vested Account Balance (i.e., a deemed Cash-Out Distribution of zero dollars) as
of the date of termination, subject to the forfeiture provisions under subsection (1) below.



 


A Cash-Out Distribution does not occur until
such time as the Participant receives a distribution of his/her entire vested Account Balance, including amounts attributable to
Salary Deferrals. If a Participant receives a distribution of less than the entire vested portion of his/her Account Balance (including
any additional amounts to be allocated under subsection (1)(ii) below), the Participant will not be treated as receiving a Cash-Out
Distribution until such time as the Participant receives a distribution of the remainder of the vested portion of his/her Account
Balance.


 


		(1)	Timing of forfeiture. Unless provided otherwise under AA §8-7(b) of the Nonstandardized
Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement, if a Participant receives a Cash- Out Distribution
of his/her vested Account Balance (as defined in subsection (a) above), the Participant will immediately forfeit the nonvested
portion of such Account Balance, as of the date of the distribution or deemed distribution (as determined under subsection (i)
or (ii) below, whichever applies). (See Section 7.13 below for a discussion of the treatment of forfeitures under the Plan.)



 






    
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		(i)	No further allocations. For purposes of
applying the Cash-Out Distribution rules, a terminated Participant who receives a total distribution of his/her vested Account
Balance will be treated as receiving the Cash-Out Distribution as of the date the Participant receives such distribution (or in
the case of a deemed Cash-Out Distribution (as described in subsection (a) above) as of the date the Participant terminates employment),
provided the Participant is not entitled to any further allocations under the Plan for the Plan Year in which the Participant
terminates employment. The Participant’ will forfeit his/her nonvested benefit as of the date the Participant receives the
Cash-Out Distribution, in accordance with the provisions under Section 7.13.



		 	 



		(ii)	Additional allocations. For purposes of
applying the Cash-Out Distribution rules, if upon termination of employment, a Participant is entitled to an additional allocation
for the Plan Year in which the Participant terminates, such Participant will not be deemed to receive a Cash-Out Distribution
until such time as 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 terminated Participant who is entitled to an additional allocation (e.g., an
additional Employer Contribution) for the Plan Year of termination will not be deemed to have a total Cash-Out Distribution until
the Participant receives a distribution of such additional amounts. In the case of a deemed Cash-Out Distribution (as described
in subsection (a) above), 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, provided the Participant is still totally nonvested in his/her Account Balance.



 


		(iii)	Modification of Cash-Out Distribution rules.
The Employer may elect under AA §8-7(a) of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k)
Plan Adoption Agreement to modify the Cash-Out Distribution provision under subsection (ii) above to provide that the Cash-Out
Distribution and related forfeiture occur immediately upon distribution (or deemed distribution) of the terminated Participant’s
vested Account Balance, without regard to whether the Participant is entitled to an additional allocation under the Plan.



 


		(2)	Repayment of Cash-Out Distribution. If a Participant receives a Cash-Out Distribution
(as defined in subsection (a) above) that results in a forfeiture under subsection (1) above, and the Participant resumes employment
covered under the Plan, such Participant may repay to the Plan the amount received as a Cash-Out Distribution. For this purpose,
unless elected otherwise under AA §8-6(k), to be entitled to a restoration of benefits (as described in subsection (3) below),
the Participant must repay the entire amount of the Cash-Out Distribution, including any amounts attributable to Salary Deferrals.
A Participant will only be permitted to repay his/her Cash-Out Distribution if such repayment is made before the earlier of:



 


		(i)	five (5) years after the first date on which the Participant is subsequently re-employed by
the Employer, or



 


		(ii)	the date the Participant incurs a Five-Year Forfeiture
Break in Service (as defined in subsection (b) below).



 


If a Participant receives a deemed Cash-Out
Distribution (as described in subsection (a) above), and the Participant resumes employment covered under this Plan before the
date the Participant incurs a Five-Year Forfeiture Break in Service, the Participant is deemed to repay the Cash-Out Distribution
immediately upon his/her reemployment.


 


		(3)	Restoration of forfeited benefit. If a rehired Participant repays a Cash-Out Distribution
in accordance with subsection (2) above, any amounts that were forfeited on account of such Cash-Out Distribution (unadjusted for
any interest that might have accrued on such amounts after the distribution date) will be restored to the Plan no later than the
end of the Plan Year following the Plan Year in which the Participant repays the Cash-Out Distribution (or is deemed to repay the
Cash-Out Distribution under subsection (2) above). No amount will be restored under the Plan, however, until such time as the Participant
repays the entire amount of the Cash-Out Distribution. (However, see subsection (d) below for a discussion of special rules that
apply if a Participant’s Cash-Out Distribution includes a distribution of Salary Deferrals.) In no event will a Participant
be entitled to a restoration under this subsection (3) if the Participant returns to employment after incurring a Five-Year Forfeiture
Break in Service (as defined in subsection (b) below).



 


		(4)	Sources of restoration. If a Participant’s forfeited benefit is required
to be restored under subsection (3), the restoration of such forfeited benefits 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.



 






    
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		(i)	Any unallocated forfeitures for the Plan Year of the
restoration.



		 	 



		(ii)	Any unallocated earnings for the Plan Year of the restoration.



		 	 



		(iii)	Any portion of a discretionary Employer Contribution
to the extent such contribution has not been allocated to Participants’ Accounts for the Plan Year of the restoration.



 


		(b)	Five-Year Forfeiture Break in Service. If a Participant has five (5) consecutive
one-year Breaks in Service (a Five- Year Forfeiture Break 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 Matching
Contribution Account that accrued before such Breaks in Service. A Participant who incurs a Five-Year Forfeiture Break in Service
will forfeit the nonvested portion of his/her Employer Contribution and/or Matching Contribution Account as of the end of the Vesting
Computation Period in which the Participant incurs the fifth consecutive Break in Service. Except as provided under Section 7.09, a Participant
who is rehired after incurring a Five-Year Forfeiture Break in Service will be credited with both pre-break and post-break
service for purposes of determining his/her vested percentage in amounts that accrue under the Plan after the Five Year
Forfeiture Break in Service.



 


		(c)	Missing Participant or Beneficiary. If the Plan is able to make a distribution
to a Participant or Beneficiary without consent (as permitted under Section 8.04) and such Participant or Beneficiary cannot be
located within a reasonable period following a reasonable diligent search, the missing Participant’s or Beneficiary’s
Account may be forfeited, as provided in subsection (2) below. An Employer will be deemed to have performed a reasonable diligent
search if the Employer or Plan Administrator performs the actions described in subsection (1) below. In determining whether a reasonable
period has elapsed following a reasonable diligent search, the Employer or Plan Administrator may follow any applicable guidance
provided under statute, regulation, or other IRS or DOL guidance of general applicability. However, the Employer or Plan Administrator
will be deemed to have waited a reasonable period following a reasonable diligent search if the Employer or
Plan Administrator waits at least 6 months following the completion of the actions described in subsection (1) below. For purposes
of applying this subsection (c), a Participant or Beneficiary is considered missing only if the Plan may make a distribution to
such Participant or Beneficiary without consent. (See Section 14.03(b)(4) for rules that apply for missing Participants or Beneficiaries
upon Plan termination. Also see Section 8.06 for the availability of Automatic Rollover rules that permit the Plan Administrator
to automatically rollover a Participant’s Involuntary Cash-Out Distribution to an IRA upon the Participant’s failure
to consent to a distribution, without the need to locate the Participant.)



 


		(1)	Reasonable diligent search. The Employer or Plan Administrator will be deemed to
have performed a reasonable diligent search if it performs the following actions:



 


		(i)	Send a certified letter to the Participant’s or
Beneficiary’s last known address.



		 	 



		(ii)	Check related plan records of the Employer (e.g., health
plan records) to determine if a more current address exists for the Participant or Beneficiary.



		 	 



		(iii)	If the Participant cannot be located, the Employer or
Plan Administrator may attempt to identify and contact any individual that the Participant has designated as a Beneficiary under
the Plan for updated information concerning the location of the missing Participant.



		 	 



		(iv)	Utilize the Social Security Administration (SSA) letter-forwarding
service for locating lost participants. (Additional information regarding the SSA letter forwarding program can be located at
www.ssa.gov.)



 


		(v)	In addition to the search methods discussed above, the Employer or Plan Administrator may use
other search methods, including the use of Internet search tools, commercial locator services, and credit reporting agencies to
locate the missing Participant.



 


		(2)	Forfeiture of Account of missing Participant or Beneficiary. If a Participant
or Beneficiary is deemed to be missing (as described in this subsection (c)), the Plan Administrator may forfeit the distributable
amount attributable to such missing Participant or Beneficiary, as permitted under applicable laws and regulations. If, after an
amount is forfeited under this subsection (2), the missing 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 in accordance with the provisions
of subsection (a)(3) above. However, if a missing Participant or Beneficiary has not been located by the time the Plan terminates,
the forfeiture of such Participant’s or Beneficiary’s distributable amount will be irrevocable.



 






    
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		(3)	Expenses attributable to search for missing Participant. Reasonable expenses attendant
to locating a missing Participant may be charged to such Participant’s Account, provided that the amount of such expenses
is reasonable. The Plan Administrator may take into account the size of a Participant’s Account in relation to the cost of
the search when deciding how extensive a search is required before declaring such Participant as missing under subsection (c).



 


		(d)	Excess Deferrals, Excess Contributions, and Excess Aggregate Contributions. If
a Participant receives a distribution of Excess Deferrals, Excess Contributions, or Excess Aggregate Contributions, the portion
of his/her Matching Contribution Account (whether vested or not) which is attributable to such distributed amounts will be forfeited,
adjusted for any gain or loss consistent with the provisions under Sections 6.01(b)(2)(ii) and 6.02(b)(2)(ii). For this purpose,
Matching Contributions need not be forfeited to the extent such amounts have been distributed as Excess Contributions or Excess
Aggregate Contributions, pursuant to Section 6.01(b)(2) or 6.02(b)(2). A forfeiture of Matching Contributions under this subsection
(d) occurs in the Plan Year in which the Participant receives the distribution of Excess Deferrals, Excess Contributions, and/or
Excess Aggregate Contributions.



 


If the Plan is subject to both the ADP Test
and the ACP Test for a given year, and forfeitures occur under this subsection (d) due to the distribution of Excess Contributions
as a result of an ADP Test failure, the Plan Administrator may determine the amount of the forfeitures before the ACP Test is performed,
in which case the forfeited Matching Contributions are not taken into account under the ACP Test, or may determine the amount of
the forfeitures after performing (and correcting) both the ADP Test and ACP Test.


 


		7.13	Allocation of Forfeitures. The Employer
may elect in AA §8-6 of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement
how it wishes to allocate forfeitures under the Plan. Forfeitures may be used in the Plan Year in which the forfeitures occur
or in the Plan Year following the Plan Year in which the forfeitures occur. In applying the forfeiture provisions under the Plan,
if there are any unused forfeitures as of the end of the Plan Year designated in AA §8-6(d) or (e), as applicable, any remaining
forfeiture will be used (as designated in AA §8-6) in the immediately following Plan Year. The Employer may elect under AA
 §8-6 to allocate forfeitures in any manner permitted under this Section 7.13.



 


		(a)	Reallocation as additional contributions under Profit Sharing and Profit Sharing/401(k)
Plan Adoption Agreement. The Employer may elect in AA §8-6 of the Nonstandardized Plan Adoption Agreement or Standardized
Profit Sharing/401(k) Plan Adoption Agreement to reallocate forfeitures as additional contributions under the Plan. If the Employer
elects under the Profit Sharing/401(k) Plan Adoption Agreement to reallocate forfeitures as additional contributions, the Employer
may allocate such amounts as additional Employer Contributions and/or additional Matching Contributions. If the forfeitures allocated
under this subsection (a) relate to discretionary contributions, such amounts may be allocated in the same manner as selected under
AA §6-3 or AA §6B-2 with respect to the contribution type being allocated. If the forfeitures relate to fixed contributions,
such amounts may be allocated in addition to such fixed contributions in the ratio that the Plan Compensation of each Participant
bears to the Plan Compensation of all Participants. In allocating forfeitures under
this subsection (a), the Employer may take into account any limits under AA §6B-4 of the Profit Sharing/401(k) Plan
Adoption Agreement in determining the amount of forfeitures to be allocated as additional Matching Contributions. In applying
the provisions of this subsection (a), no allocation of forfeitures will be made to any Participant with respect to
forfeitures that arise out of his/her own Account. A Participant may share in any additional forfeitures to the extent the
Participant is eligible to receive an allocation of such forfeitures under AA §8-6.



 


		(b)	Reallocation as additional Employer Contributions under Money Purchase Plan Adoption Agreement.
The Employer may elect in AA §8-6 of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan
Adoption Agreement to reallocate forfeitures as additional Employer Contributions under the Plan. If the Employer elects under
the Money Purchase Plan Adoption Agreement to reallocate forfeitures as additional Employer Contributions, such amounts will be
allocated in the ratio that the Plan Compensation of each Participant bears to the Plan Compensation of all Participants. In applying
the provisions of this subsection (b), no allocation of forfeitures will be made to any Participant with respect to forfeitures
that arise out of his/her own Account.



 


		(c)	Reduction of contributions. The Employer may elect in AA §8-6 of the Nonstandardized
Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement to use forfeitures to reduce Employer Contributions
and/or Matching Contributions under the Plan. If the Employer elects under the Profit Sharing/401(k) Plan Adoption Agreement to
use forfeitures to reduce contributions, the Employer may, in its discretion, use such forfeitures to reduce Employer Contributions,
Matching Contributions, or both. The Employer may adjust its contribution deposits in any manner, provided the total Employer Contributions
and/or Matching 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 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. If the Plan
provides for a discretionary Employer or Matching Contribution and the Employer elects not to make an Employer or Matching
Contribution for the Plan Year, any forfeitures will be allocated to eligible Participants as an additional Employer or
Matching Contribution, as provided under subsection (a) above.


 






    
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Prototype Defined Contribution Plan 

Section 7 – Participant Vesting and Forfeitures


 


		(d)	Payment of Plan expenses. The Employer may elect under AA §8-6 of the Nonstandardized
Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement to use forfeitures to pay Plan expenses for
the Plan Year in which the forfeitures would otherwise be applied. If any forfeitures remain after the payment of Plan expenses
under this subsection, the remaining forfeitures will be allocated as selected under AA §8-6. This subsection (d) only applies
to the extent Plan expenses are paid by the Plan. Nothing herein affects the ability of the Employer to pay Plan expenses, as authorized
under Section 11.05(a). In determining the Plan expenses that may be offset by Plan forfeitures, the Employer may use any reasonable
method to determine the Plan expenses attributable to a particular year. For example, the Employer may treat any reasonable Plan
expenses paid during a particular Plan Year as allocated to that Plan Year for purposes of applying forfeitures to pay such Plan
expenses. In addition, the Employer may elect to use forfeitures first to reduce Employer and/or Matching Contributions or as an
additional allocation (as set forth in AA §8-6) prior to using forfeitures to pay Plan expenses.



 


		(e)	Forfeiture rules for other contribution types.



 


		(1)	Forfeitures under a Safe Harbor 401(k) Plan. Effective with the adoption of this
Plan, if the Plan is a Safe Harbor 401(k) Plan, the Employer may not use forfeitures to reduce the Safe Harbor Employer Contribution
or Safe Harbor Matching Contribution under the Plan (as defined under Section 6.04(a)(1)), unless provided otherwise under IRS
guidance. However, regardless of any elections under AA §8-6 of the Profit Sharing/401(k) Plan Adoption Agreement, forfeitures
may be used to reduce Matching Contributions that satisfy the ACP Test Safe Harbor (as defined in Section 6.04(i)) or may be allocated
as additional discretionary Matching Contributions. If forfeitures under a Safe Harbor 401(k) Plan are allocated as additional
discretionary Matching Contributions, such discretionary Matching Contributions will be subject to the requirements applicable
to ACP Test Safe Harbor Matching Contributions under Section 6.04(i), without regard to any elections under the Plan. The use of
forfeitures under this subsection to allocate as additional ACP Test Safe Harbor Matching Contributions or to reduce ACP Test Safe
Harbor Matching Contributions will not cause the Plan to lose the exemption from Top-Heavy Testing as described in Section 6.04(k).



 


		(2)	Prior Employer and/or Matching Contributions. If the Plan maintains Employer Contribution
and/or Matching Contribution Accounts, but the Plan no longer provides for such contributions, such amounts will continue to vest
under the vesting schedule applicable to such contributions under the prior Plan or under any vesting schedule designated under
Appendix A of the Adoption Agreement. If there are any forfeitures related to such prior contributions, such amounts may be reallocated
as an additional Employer Contribution or as an additional Matching Contribution in accordance with the provisions of subsection
(a) or (b), to the extent such contributions are authorized under the Plan, or may be used to reduce any Employer Contribution
or Matching Contribution, consistent with the provisions of subsection (c) above. If the Plan does not provide for either Employer
Contributions or Matching Contributions, the Employer may reallocate forfeitures of prior contributions as an Employer Contribution
(using the pro rata allocation formula) or as a discretionary Matching Contribution under AA §6-3(a) or AA §6B-2(a) of
the Profit Sharing or Profit Sharing/401(k) Plan Adoption Agreement, as applicable, or as a fixed contribution under AA §6-2(a)
of the Money Purchase Plan Adoption Agreement. Alternatively, the Employer may use such forfeitures to pay Plan expenses as authorized
under subsection (d). The Employer may elect to use such forfeitures in the Plan Year the forfeiture occurs or in the following
Plan Year.



 


		(3)	Excess Deferrals, Excess Contributions, and Excess Aggregate Contributions. If
a Participant forfeits any portion of his/her Matching Contribution Account as a result of a corrective distribution of Excess
Contributions or Excess Aggregate Contributions, as set forth under Section 7.12(d), such amounts will be treated as a forfeiture
in the Plan Year in which the Participant receives the distribution of Excess Deferrals, Excess Contributions, and/or Excess Aggregate
Contributions. A forfeiture of Matching Contributions under this subsection (3) will be treated in accordance with the selections
applicable to Matching Contributions under AA §8-6 of the Profit Sharing/401(k) Plan
Adoption Agreement. If no selections are made under AA §8-6 of the Profit Sharing/401(k) Plan Adoption Agreement with
respect to Matching Contributions (e.g., because the Matching Contributions are 100% vested), the Employer may elect to
reallocate the forfeiture as an additional Matching Contribution or may use the forfeiture to reduce Matching Contributions
in the year the forfeiture occurs or in the following Plan Year. Alternatively, the Employer may use such forfeitures to pay
Plan expenses as authorized under subsection (d).



 


		(4)	Other contributions. If a Participant has any other amounts under the Plan which
are treated as forfeited (e.g. a forfeiture for a missing Participant under Section 7.12(c)), such amounts may be forfeited in
accordance with the provisions under subsection (1) above. The Employer may not use forfeitures to reduce a QNEC or QMAC contribution
under the Plan, unless provided otherwise under IRS guidance.



 






    
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Prototype Defined
Contribution Plan


Section
8 – Plan Distributions



 


SECTION 8


PLAN DISTRIBUTIONS


 


Subject to the Qualified Joint and Survivor
Annuity Requirements under Section 9, a Participant may receive a distribution of his/her vested Account Balance at the time and
in the manner provided under this Section 8. Upon reaching the Required Beginning Date (defined in Section 8.12(e)(5)), a Participant
must begin receiving distributions under the Plan (in accordance with the provisions of Section 8.12.)


 


	8.01	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:



 


		(a)	the Participant attains age 65 (or Normal Retirement
Age, if earlier);



 


		(b)	occurs the 10th anniversary of the year in which the
Participant commenced participation in the Plan; or



 


		(c)	the Participant terminates service with the Employer.



 


		A failure by the Participant (and Spouse, if applicable) to consent to a distribution while a
                                                                              benefit is immediately distributable shall be deemed to be an election to defer commencement of payment of any benefit
                                                                              sufficient to satisfy this section. For this purpose, an Account Balance is immediately distributable if any part of the
                                                                              Account Balance could be distributed to the Participant (or surviving Spouse) before the Participant attains or would have
                                                                              attained if not deceased) the later of Normal Retirement Age or age 62.



 


	8.02	Available Forms of Distribution.  Subject
to the Qualified Joint and Survivor Annuity (QJSA) rules described in Section 9, the Employer may elect under AA §9-1 the
forms of distribution that are available to a Participant or Beneficiary under the Plan. Different distribution options may apply
depending on whether a distribution is made upon termination of employment, death, disability or as an in-service withdrawal.
Available distribution options under AA §9-1 may include a lump sum of all or a portion of the Participant’s vested
Account Balance, installments, annuity payments, or any other form designated in AA §9-1. In addition, distribution options
may be available as provided under a guaranteed income product to the extent such distribution options are consistent with the
requirements of ERISA and other qualification requirements. Any distribution options selected under the Plan must comply with
the required minimum distribution rules under Section 8.12.



 


		(a)	Installment or annuity forms of distribution.  If the Plan provides for
                                                                            installment payments as an optional form of distribution, such payments may be made 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
                                                                            Plan Administrator may permit a Participant or Beneficiary to accelerate the payment of all, or any portion, of an
                                                                            installment distribution. If the Plan provides for annuity payments, the Plan must purchase an annuity that provides for
                                                                            payments over a period that does not extend 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 availability of installments and
or annuity payments may be restricted under AA §9-1(c) of the Nonstandardized Plan Adoption Agreement.






 


			Regardless of the distribution options selected under AA §9-1, if the Plan is subject to
                                                                              the Joint and Survivor Annuity requirements (as described in Section 9), the Plan must make distribution in the form of a
                                                                              QJSA (as defined in Section 9.02(a)) unless the Participant (and Spouse, if the Participant is married) elects an alternative
                                                                              distribution form in accordance with a Qualified Election (as defined in Section 9.04).



 


		(b)	In-kind distributions. Nothing in this Section 8 precludes the Plan Administrator
from making a distribution in the form of property, or other in-kind distribution, in a nondiscriminatory manner. If the Plan invests
in Qualifying Employer Securities or Qualifying Employer Real Property, the Plan Administrator may make a distribution in the form
of Employer Securities or other property, unless designated otherwise under AA §9-6(e) of the Nonstandardized Plan Adoption
Agreement. An in-kind distribution is only available to the extent such investments are held in the Participant’s Account
at the time of the distribution. This subsection (b) does not give any Participant the right to request an in-kind distribution
if not otherwise authorized by the Plan Administrator.



 


	8.03	Amount Eligible for Distribution. For
purposes of determining the amount a Participant or Beneficiary may receive as a distribution from the Plan, a Participant’s
Account Balance is determined as of the Valuation Date (as specified in AA §11-1) immediately preceding the date the Participant
or Beneficiary receives his/her distribution from the Plan. For this purpose, the 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 made
from the Participant’s Account since the most recent Valuation Date. A Participant or Beneficiary does not share in any
allocation of gains or losses attributable to the period between the most recent Valuation Date and the date of the distribution,
unless provided otherwise under uniform funding and valuation procedures established by the Plan Administrator. See Section 10.03.



 



If a Participant’s vested Account Balance upon termination does not exceed a distribution processing fee that would otherwise
be charged to the Participant upon distribution, the Plan may use such amounts to pay the distribution processing fee or may treat
the distribution amount as a forfeiture in accordance with the provisions under Section 7.13.


 






    
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Prototype Defined
Contribution Plan


Section
8 – Plan Distributions



 


	8.04	Participant Consent. If the value of
a Participant's entire vested Account Balance exceeds the Involuntary Cash-Out threshold (as defined in subsection (a) below),
the Participant must consent to any distribution of such Account Balance prior to his/her Required Beginning Date (as defined
in Section 8.12(e)(5)) or, if so provided in AA §9-6, as of the date the Participant attains (or would have attained if not
deceased) the later of Normal Retirement Age or age 62. If a distribution is subject to Participant consent, the Participant must
consent in writing to the distribution within the 180-day period ending on the Annuity Starting Date (as defined in Section 1.11).
If the distribution is subject to the Qualified Joint and Survivor Annuity requirements under Section 9, 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 9.04.



 


		(a)	Involuntary Cash-Out threshold. For purposes of determining whether a distribution
is subject to the Participant consent requirements as described in Section 8.04, the Involuntary Cash-Out threshold is $5,000 unless
a lesser amount is designated under AA §9-6(a). (See Section 8.06 for a discussion of the Automatic Rollover rules that apply
if a Participant does not consent to a distribution that does not exceed the Involuntary Cash-Out threshold.)



 


		(b)	Rollovers disregarded in determining value of Account Balance for Involuntary Cash-Outs.
For purposes of determining whether a Participant’s vested Account Balance exceeds the Involuntary Cash-Out threshold described
in subsection (a), the value of the Participant's vested Account Balance shall be determined without regard to that portion of
the Account Balance that is attributable to Rollover Contributions (and earnings allocable thereto) within the meaning of Code
 §§402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). Alternatively, the Plan may provide under AA §9-6
that Rollover Contributions (and earnings allocable thereto) are included in determining whether the Participant’s vested
Account Balance exceeds the Involuntary Cash-Out threshold.



 


		(c)	Participant notice. Prior to receiving a distribution from the Plan, a Participant
must be notified of his/her right to defer any distribution from the Plan in accordance with the provisions under Section 8.01.
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)). Effective for Plan Years beginning
on or after January 1, 2007, the Participant notice must include a
description of the consequences of a Participant’s decision not to defer the receipt of a distribution. The notice must
be provided no less than 30 days and no more than 180 days prior to the Participant’s Annuity Starting 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 9.02 for the rules regarding the timing of
distributions when the Qualified 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 180-day period described in this subsection).






 


		(d)	Special rules. The consent rules under this Section 8.04 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 required to satisfy the required minimum distribution rules under Section 8.12 or to satisfy
the requirements of Code §415, as described in Section 5.03. A
Participant also will not be required to consent to a corrective distribution of Excess Deferrals, Excess Contributions or
Excess Aggregate Contributions.






 


	8.05	Direct Rollovers. Notwithstanding any
provision in the Plan to the contrary, a Participant may elect, at the time and the manner prescribed by the Plan Administrator,
to have all or any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan in a Direct Rollover.
If an Eligible Rollover Distribution is less than $500, the Participant may not elect a Direct Rollover of only a portion of such
distribution (i.e., a Participant must elect a complete Direct Rollover if the Eligible Rollover Distribution is less than $500).
For purposes of this Section 8.05, 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 11.06(b)(3). For distributions made on or after January
1, 2007, this Section 8.05 also applies to distributions made to a Participant’s non-Spouse beneficiary, as set forth in
subsection (c) below.



 


		(a)	Definitions.



 


		(1)	Eligible Rollover Distribution. An Eligible
Rollover Distribution is any distribution of all or any portion of a Participant’s Account Balance, except an Eligible Rollover
Distribution does not include:



 






    
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Prototype Defined
Contribution Plan


Section
8 – Plan Distributions



 





		(i)	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;



 


		(ii)	any distribution to the extent such distribution is
a required minimum distribution under Code §401(a)(9), as described under Section 8.12;



 


		(iii)	any Hardship distribution, as described in Section
8.10(e);



 


		(iv)	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);



 


		(v)	any distribution if it is reasonably expected (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;



 


		(vi)	a distribution made to satisfy the requirements of Code
 §415 (as described in Section 5.03) or a distribution to correct Excess Deferrals, Excess Contributions or Excess Aggregate
Contributions (as described in Sections 5.02(b), 6.01(b)(2), and 6.02(b)(2)).



 


		(2)	Eligible Retirement Plan.  For purposes
of applying the Direct Rollover provisions under this Section 8.05, an Eligible Retirement Plan is:



 


		(i)	a qualified plan described in Code §401(a);



 


		(ii)	an individual retirement account described in Code §408(a);



 


		(iii)	an individual retirement annuity described in Code §408(b);



 


		(iv)	an annuity plan described in Code §403(a);



 


		(v)	an annuity contract described in Code §403(b); or



 


		(vi)	an eligible plan under Code §457(b) which is maintained
by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state
and which agrees to separately account for amounts transferred into such plan from this Plan



 


		The definition of Eligible Retirement Plan also applies in the case of a distribution to a
                                                surviving Spouse, or to a Spouse or former Spouse who is the Alternate Payee under a QDRO, as defined in Section
                                                11.06(b)(3).



 


		To the extent any portion of an Eligible Rollover Distribution is attributable to Roth
                                                                             Deferrals (as defined in Section 3.03(e)), an Eligible Retirement Plan with respect to such portion of the distribution shall
                                                                             include only another designated Roth account of the Participant or a Roth IRA. To the extent any portion of an Eligible
                                                                             Rollover Distribution is attributable to After-Tax Employee Contributions, an Eligible Retirement Plan with respect to such
                                                                             portion of the distribution shall include only an individual retirement account or annuity described in Code §408(a) or
                                                                             (b) or a qualified Defined Contribution Plan described in Code §401(a) or §403(a) that agrees to separately account
                                                                             for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross
                                                                             income and the portion of such distribution which is not includible in gross income.



 


		(3)	Direct Rollover. A Direct Rollover is a payment made directly from the Plan to
the Eligible Retirement Plan specified by the Participant. The Employer may develop reasonable procedures for accommodating Direct
Rollover requests.



 


		(b)	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 30 – 180 days prior to
the Participant’s Annuity Starting Date, in the same manner as described in Section 8.04(c). 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.



 






    
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Prototype Defined
Contribution Plan


Section
8 – Plan Distributions



 


		If a Participant terminates employment and is eligible for a distribution which is not
                                                                             subject to Participant consent, 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 may distribute the Participant’s entire vested Account Balance in the form of an Automatic Rollover
                                                                             (pursuant to Section 8.06). (However, see Section 8.06(b) for special rules that apply to Involuntary Cash-Out Distributions
                                                                             below $1,000.) If a distribution would qualify for Automatic Rollover, the Direct Rollover notice must describe the
                                                                             procedures for making an Automatic 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 Direct Rollover notice
                                                                             also must describe the timing of the Automatic Rollover and the Participant's ability to affirmatively opt out of the
                                                                             Automatic Rollover.



 


		(c)	Direct Rollover by non-Spouse beneficiary. Effective for Plan Years beginning
                                                                      after December 31, 2009, the Plan must permit a non-Spouse beneficiary (as defined in Code §401(a)(9)(E)) to make a
                                                                      direct rollover of an eligible rollover distribution to an individual retirement account under Code §408(a) or an
                                                                      individual retirement annuity under Code §408(b) that is established on behalf of the designated beneficiary and that
                                                                      will be treated as an inherited IRA pursuant to the provisions of Code
 §402(c)(11). A non-Spouse rollover made after December 31, 2009 will be subject to the direct rollover requirements
under Code §401(a)(31), the rollover notice requirements under Code §402(f) or the mandatory withholding
requirements under Code §3405(c).






 


		(d)	Direct Rollover of non-taxable amounts. Notwithstanding any other provision of the
Plan, effective for taxable years beginning on or after January 1, 2007, an Eligible Rollover Distribution may include the portion
of any distribution that is not includible in gross income. For this purpose, an Eligible Retirement Plan includes a Defined Contribution
or Defined Benefit Plan qualified under Code §401(a) and a tax-sheltered annuity plan under Code §403(b), provided the
rollover is accomplished through a direct rollover and the recipient Eligible Retirement Plan separately accounts for any amounts
attributable to the rollover of any nontaxable distribution and earnings thereon.



 


		(e)	Rollovers to Roth IRA. For distributions occurring on or after January 1, 2008,
a Participant or beneficiary (including a non-spousal beneficiary to the extent permitted under subsection (c) above), may rollover
an Eligible Rollover Distribution (as defined in subsection (a)(1)) to a Roth IRA, provided the Participant (or beneficiary) satisfies
the requirements for making a Roth contribution under Code §408A(c)(3)(B). Any amounts rolled over to a Roth IRA will be included
in gross income to the extent such amounts would have been included in gross income if not rolled over (as required under Code
 §408A(d)(3)(A)). For purposes of this subsection (e), the Plan Administrator is not responsible for assuring the Participant
(or beneficiary) is eligible to make a rollover to a Roth IRA.



 


	8.06	Automatic Rollover. The Automatic Rollover
rules in this Section 8.06 are effective for all Involuntary Cash-Out Distributions (as defined in subsection (b)) made on or
after March 28, 2005. See Section 14.03(b)(4) for special rules that apply upon termination of the Plan.



 


		(a)	Automatic Rollover requirements. If a Participant is entitled to an Involuntary
Cash-Out Distribution (as defined in subsection (b)), and the Participant does not elect to receive a distribution of such amount
(either as a Direct Rollover to an Eligible Retirement Plan or as a direct distribution to the Participant), then the Plan Administrator
may pay the distribution in a Direct Rollover to an individual retirement plan (IRA) designated by the Plan Administrator. (The
Automatic Rollover provisions under this subsection (a) apply to any Involuntary Cash-Out Distribution for which the Participant
fails to consent to a distribution, without regard to whether the Participant can be located. See Section 7.12(c) for alternatives if the Participant cannot
be located after a reasonable diligent search.)






 


		(b)	Involuntary Cash-Out Distribution. An Involuntary Cash-Out Distribution is any
distribution that is made from the Plan without the Participant’s consent. Unless elected otherwise under AA §9-6(b)
of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement, an Involuntary Cash-Out
Distribution, for purposes of applying the Automatic Rollover requirements under this Section 8.06, does not include any amounts
below $1,000. To the extent authorized under AA §9-6, an Involuntary Cash-Out Distribution also includes a distribution that
may be made without Participant consent upon attainment of age 62 or Normal Retirement Age. (See Section 8.04 for the Participant
consent requirements with respect to distributions under the Plan.)



 


		(c)	Treatment of Rollover Contributions. Unless
elected otherwise under AA §9-6, for purposes of determining whether a mandatory distribution is greater than $1,000, the
portion of the Participant’s distribution attributable to any Rollover Contribution is excluded.



 


	8.07	Distribution Upon Termination of Employment. 
Subject to the required minimum distribution provisions under Section 8.12, a Participant who terminates employment for any reason
(other than death) is entitled to receive a distribution of his/her vested Account Balance in accordance with this Section 8.07.
(See Section 8.08 for the applicable rules when a Participant dies before distribution of his/her vested Account Balance is completed.)



 






    
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Prototype Defined
Contribution Plan


Section
8 – Plan Distributions



 


		(a)	Account Balance not exceeding $5,000. If a Participant’s vested Account Balance
does not exceed $5,000 at the time of distribution, the only distribution option available under the Plan is a lump sum option.
The Participant will be eligible to receive a distribution of his/her vested Account Balance as of the date selected in AA §9-3(b)
of the Nonstandardized Plan Adoption Agreement or AA §9-4 of the Standardized Plan Adoption Agreement. (The Plan may require
under AA §9-6(a) that a Participant must consent to a distribution where his/her vested Account Balance does not exceed an
amount below $5,000. However this will not change the distribution options described in this subsection (a), unless the Employer
specifically modifies such options under AA §9-3(b)(5) of the Nonstandardized Plan Adoption Agreement. See Section 8.04 for
a further discussion of the consent requirements under the Plan.)



 


		(b)	Account Balance exceeding $5,000. If a Participant’s 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 AA §9-1. The Participant will be eligible to receive a distribution of his/her vested Account
Balance as of the date selected in AA §9-3. (See Section 8.04 for a discussion of the consent requirements under the Plan.)
Distributions to Employees may be accelerated upon special circumstances, such as termination after attainment of Normal Retirement
Age or other special circumstances, provided such acceleration does not cause the Plan to violate the nondiscrimination rules under
Code §401(a)(4) and the regulations thereunder.



 


	8.08	Distribution Upon Death. Subject to the
Required Minimum Distribution rules in Section 8.12, a Participant’s vested Account Balance will be distributed to the Participant’s
Beneficiary(ies) in accordance with this Section 8.08. (See subsection (c) for rules regarding the determination of Beneficiaries
upon the death of the Participant.) The form of benefit payable with respect to a deceased Participant will depend on whether
the Participant dies before or after distribution of his/her Account Balance has commenced.






 


		(a)	Death after commencement of benefits. If a Participant begins receiving a distribution
of his/her benefits under the Plan, and subsequently dies prior to receiving the full value of his/her vested Account Balance,
the remaining benefit will continue to be paid to the Participant’s Beneficiary(ies) in accordance with the form of payment
that has already 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)	Death before commencement of benefits. If a Participant dies before commencing
distribution of his/her benefits under the Plan, the form and timing of any death benefits will depend on whether the value of
the death benefit exceeds $5,000. In determining whether the value of the
death benefit exceeds $5,000, 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.






 


		(1)	Death benefit not exceeding $5,000. If the value of the death benefit does not
exceed $5,000, such benefit will be paid to the Participant’s Beneficiary(ies) in a single sum as soon as administratively
feasible following the Participant’s death.



 


		(2)	Death benefit exceeding $5,000. If the value of the death benefit exceeds $5,000,
the payment of the death benefit will depend on whether the Qualified Joint and Survivor Annuity requirements apply. See Section
9 to determine whether the Qualified Joint and Survivor Annuity rules apply to a death distribution from the Plan.



 


		(i)	If the Qualified Joint and Survivor Annuity requirements do not apply, the entire
death benefit is payable in the form and at the time described in subsection (ii)(B).



 


		(ii)	If the Qualified Joint and Survivor Annuity requirements
apply, the death benefit may consist of a QPSA death benefit (as described in Section 9.03(a)) and, if applicable, a non-QPSA
death benefit.



 


		(A)	QPSA death benefit. Subject to the waiver procedures under Section 9.04(b), if the
Participant is married at the time of death, the surviving Spouse is entitled to a QPSA death benefit payable in accordance with
the provisions under Section 9.03. (See Section 9.04(c) for rules regarding the determination of a Participant’s marital
status.)



 


		(B)	Non-QPSA death benefits. If a Participant is not married at the time of death,
the QPSA death benefit was waived under a Qualified Election, or if the QPSA death benefit is less than 100% of the Participant’s
vested Account Balance, then the non-QPSA death benefit is payable in the form and at the time described in this subsection (B).
Any death benefit payable under this subsection (B) will be paid in a lump sum as soon as administratively feasible following the
Participant’s death. However, the death benefit may be payable in a different form if prescribed by the Participant’s
Beneficiary designation, or the Beneficiary, before a lump sum payment of the benefit is made, elects to receive the distribution
in an alternative form of benefit permitted under Section 8.02.



 






    
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Contribution Plan


Section
8 – Plan Distributions



 


		 	In no event will any death benefit be paid in a manner that is inconsistent with the Required
                                                                             Minimum Distribution rules under Section 8.12. The Beneficiary of any pre-retirement death benefit described in this
                                                                             subsection (b) may postpone the commencement of the death benefit to a date that is not later than the latest commencement
                                                                             date permitted under Section 8.12.



 


		(c)	Determining a Participant’s Beneficiary. The determination of a Participant’s
Beneficiary(ies) to receive any death benefits under the Plan will be based on the Participant’s Beneficiary designation
under the Plan. If a Participant does not designate a Beneficiary to receive the death benefits under the Plan, distribution will
be made to the default Beneficiaries, as set forth in subsection (3) below. However, any designation of a Beneficiary other than
the Participant’s Spouse, must satisfy the consent requirements under subsection (1) and (2) below.



 


		(1)	Post-retirement death benefit. If a Participant dies after commencing distribution
of benefits under the Plan (but prior to receiving a distribution of his/her entire vested Account Balance under the Plan), the
Beneficiary of any post-retirement death benefit is determined in accordance with the Beneficiary selected under the distribution
option in effect prior to death.



 


		(2)	Pre-retirement death benefit. If a Participant
dies before commencing distribution of his/her benefits under the Plan, the determination of the Participant’s Beneficiary
will be determined at the time of death under subsection (i) or (ii), as applicable.



 


		(i)	If the Qualified Joint and Survivor Annuity requirements apply, the QPSA death
benefit will be payable in accordance with Section 9.02. If a QPSA death benefit is payable under Section 9.02, such benefit will
be paid to the Participant’s surviving Spouse, unless:



 


		(A)	there is no surviving Spouse,



 


		(B)	the surviving Spouse has consented to the designation
of an alternate Beneficiary(ies) under a Qualified Election (as defined in Section 9.04), or



 


		(C)	the surviving Spouse makes a valid disclaimer of the
death benefit.



 


		If the Qualified Joint and Survivor Annuity requirements apply, the Spouse is determined as
                                                                            of the Annuity Starting Date for purposes of determining whether a valid election has been made to waive the post-retirement
                                                                            death benefit. If the Qualified Joint and Survivor Annuity requirements do not apply, the Spouse is determined as of the
                                                                            Participant’s date of death for purposes of determining whether a valid election has been made to waive the
                                                                            post-retirement death benefit.



 


		If the QPSA death benefit applies to less than 100% of the Participant’s vested Account
                                                                             Balance, the remaining death benefit is payable to any Beneficiary(ies) named in the Participant’s 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.



 


		(ii)	If the Qualified Joint and Survivor Annuity requirements
do not apply, the surviving Spouse (determined at the time of the Participant’s death) will 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 9.04
or makes a valid disclaimer. (See Section 9.04(c) for rules regarding the determination of a Participant’s marital status.)



 


		(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 under AA §9-5(a) of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k)
Plan Adoption Agreement.






 


		(4)	Identification of Beneficiaries. The Plan Administrator may request 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 recognized under state law, 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 (4) and will not
be required to make any inquiries with respect to the competence of any person entitled to benefits under the Plan.



 






    
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Contribution Plan


Section
8 – Plan Distributions



 


		(5)	Death of Beneficiary. Unless specified otherwise in the Participant’s Beneficiary
designation form or under AA §9-5(a) of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k)
Plan Adoption Agreement, 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. If the Participant and the Participant’s
Beneficiary die simultaneously, and the Participant’s Beneficiary designation form does not address simultaneous death, the
determination of the death beneficiary will be determined under any state simultaneous death laws, to the extent applicable. If
no applicable state law applies, the death benefit will be paid to any contingent beneficiaries named under the Participant’s
beneficiary designation. If there are no contingent beneficiaries, the death benefit will be paid to the Participant’s default
beneficiaries, as described in subsection (3).



 


		(6)	Divorce from Spouse. Unless designated otherwise under AA §9-5(c) of the Nonstandardized
Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement, if a Participant designates his/her Spouse
as Beneficiary and subsequent to such Beneficiary designation, the Participant and Spouse are divorced, 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. In addition,
the provisions under this subsection (6) will not apply if the Participant has entered into a Beneficiary designation that specifically
overrides the provisions of this subsection (6). For periods prior to the
date this Plan is executed by the Employer, this subsection (6) also applies to situations where the Participant and Spouse are
legally separated.






 


	8.09	Distribution to Disabled Employees. Unless
elected otherwise under AA §9-4 of the Nonstandardized Adoption Agreement, no special distribution rules apply to Disabled
Employees. However, the Employer may elect in AA §9-4 to permit a distribution at an earlier date for Disabled Employees.



 


	8.10	In-Service Distributions. The Employer
may elect under AA §10 to permit in-service distributions under the Plan. Except to the extent provided under subsection
(a) below, if an in-service distribution is not specifically permitted under AA §10, a Participant may not receive a distribution
from the Plan until termination of employment, death or disability. If the Plan permits a Participant to receive an in-service
distribution, and such distribution is subject to the Qualified Joint and Survivor Annuity requirements under Section 9, such
distribution may be made only if the Participant’s Spouse (if the Participant is married at the time of distribution) consents
to such distribution in accordance with the requirements under Section 9.04. If the Plan holds contribution sources that are no
longer permitted, the in-service distribution options that applied with respect to such contribution sources under the prior plan
document continue to apply under this Plan. The Employer may document any in-service distribution options for such prior contribution
sources under Appendix A of the Adoption Agreement.



 


		(a)	After-Tax Employee Contributions and Rollover Contributions. Unless designated otherwise under AA
                                                                            §10-2 of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement, a
                                                                            Participant may withdraw at any time, upon written request, all or any portion of his/her Account Balance attributable to
                                                                            After-Tax Employee Contributions or Rollover Contributions. Any amounts transferred to the Plan pursuant to a Qualified Transfer also may be withdrawn at any
time pursuant to a written request, as set forth under Section 14.05(d). No forfeiture will occur solely as a result of an Employee’s
withdrawal of After-Tax Employee Contributions. (See Section 14.05 for a discussion of the distribution rules applicable to transferred
Plan assets.)






 


		(b)	Employer Contributions and Matching Contributions. The Employer may elect under AA §10 the extent to
                                                                            which in-service distributions will be permitted from Employer Contributions and Matching Contributions under the Plan. (See
                                                                            subsection (c) below for the in-service distribution rules applicable to Salary Deferrals, QNECs, QMACs and Safe Harbor/QACA
                                                                            Safe Harbor Contributions under the Profit Sharing/401(k) Plan.) If permitted under AA §10 of the Profit Sharing or Profit Sharing/401(k)
Plan Adoption Agreement, Employer Contributions may be withdrawn upon the occurrence of a specified event (such as attainment
of a designated age or the occurrence of a Hardship, as defined in subsection (e) below). In addition, a Participant may
withdraw his/her Employer and/or Matching Contributions upon the completion of a certain number of years, provided no
distribution solely on account of years may be made with respect to Employer Contributions that have been accumulated in the
Plan for less than 2 years, unless the Participant has been a Participant in the Plan for at least 5 years. (See Section 7.11
for special vesting rules that apply if a Participant takes an in-service distribution prior to becoming 100% vested in such
contributions.) For Plan Years beginning after January 1, 2007,
if the Plan is a pension plan (e.g., a money purchase plan or if the Plan holds transferred assets from a money purchase plan),
a Participant may not receive an in-service distribution of his/her vested Account Balance prior to the earlier of the attainment
of Normal Retirement Age or age 62 (to the extent permitted under AA §10-1 or AA §10-2).






 






    
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Contribution Plan


Section
8 – Plan Distributions



 


		(c)	Salary Deferrals, QNECs, QMACs, and Safe Harbor/QACA Safe Harbor Contributions.
If the Employer has adopted the Profit Sharing/401(k) Plan Adoption Agreement, any Salary Deferrals, QNECs, QMACs, or Safe Harbor/QACA
Safe Harbor Contributions (including any earnings on such amounts) generally may not be distributed prior to the Participant's
severance from employment, death, or disability. However, the Employer may elect under AA §10 to permit an in-service distribution
of such amounts upon attainment of a specified age (no earlier than age 591⁄2) or upon a Hardship (as defined in subsection
(e)). A Hardship distribution is not available with respect to QNECs, QMACs, or Safe Harbor/QACA Safe Harbor Contributions.






 


			If Normal Retirement Age or Early Retirement Age is earlier than age 591⁄2 and an
                                                                             in-service distribution is permitted upon attainment of Normal Retirement Age or Early Retirement Age from Salary Deferrals,
                                                                             QNECs, QMACs, or Safe Harbor/QACA Safe Harbor Contributions, the Normal Retirement Age and/or Early Retirement Age will be
                                                                             deemed to be age 591⁄2 for purposes of determining eligibility to distribute Salary Deferrals, QNECs, QMACs, or Safe
                                                                             Harbor/QACA Safe Harbor Contributions.



 


		(d)	Penalty-free withdrawals for individuals called to active duty. Effective September
11, 2001, the distribution provisions applicable to Salary Deferrals include a Qualified Reservist Distribution, as defined in
subsection (1) below. If a Participant takes a Qualified Reservist Distribution, such distributions will not be subject to the
10% penalty tax under Code §72(t). A Qualified Reservist Distribution is only available if permitted under AA §10-1.



 


		(1)	Qualified Reservist Distribution. For purposes of this subsection (d), a Qualified
Reservist Distribution means any distribution to an individual if:



 


		(i)	such distribution is from amounts attributable to
elective deferrals described in Code §402(g)(3)(A) or (C) or Code §501(c)(18)(D)(iii),



 


		(ii)	such individual was (by reason of being a member of
a reserve component (as defined in §101 of Title 37 of the United States Code)) ordered or called to active duty for a period
in excess of 179 days or for an indefinite period, and



 


		(iii)	such distribution is made during the period beginning
on the date of such order or call and ending at the close of the active duty period.



 


		(2)	Active duty. A Qualified Reservist Distribution will only be available for individuals
who are ordered or called into active duty after September 11, 2001.



 


		(e)	Hardship distribution. The Employer may elect under AA §10-1 or AA §10-2
of the Profit Sharing or Profit Sharing/401(k) Plan Adoption Agreement to authorize an in-service distribution upon the occurrence
of a Hardship event. A Hardship distribution of Salary Deferrals must meet the requirements of a safe harbor Hardship as described
under subsection (1) below. For other contribution types (except QNECs, QMACs, and Safe Harbor/QACA Safe Harbor Contributions),
the Employer may elect to apply the safe harbor Hardship rules under subsection (1) or the non- safe harbor Hardship provisions
under subsection (2) below. A Hardship distribution is not available for QNECs, QMACs or Safe Harbor/QACA Safe Harbor Contributions.



 


		(1)	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 (i), and the distribution must be necessary
to satisfy such need, as described in subsection (ii).



 


		(i)	Immediate and heavy financial need.
To be considered an immediate and heavy financial need, the Hardship distribution must be made to satisfy one of the following
financial needs:



 


		(A)	to pay expenses incurred or necessary for medical care (as described in Code §213(d)) of
the Participant, the Participant’s Spouse or dependents (determined without regard to whether the expenses exceed 7.5% of
adjusted gross income);



 


		(B)	for the purchase (excluding mortgage payments) of
a principal residence for the Participant;



 






    
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Contribution Plan


Section
8 – Plan Distributions



 


		(C)	for 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;



 


		(D)	to prevent the eviction of the Participant from, or
a foreclosure on the mortgage of, the Participant’s principal residence;



 


		(E)	to pay funeral or burial expenses for the Participant's deceased parent, Spouse, child or dependent;



 


		(F)	to pay expenses to repair damage to the Participant's principal residence that would qualify
for a casualty loss deduction under Code §165 (determined without regard to whether the loss exceeds the 10% of adjusted gross
income limit); or



 


		(G)	for any other event that the IRS recognizes as a safe harbor Hardship distribution event under
ruling, notice or other guidance of general applicability.



 


		The payment of funeral or burial expenses under subsection (E) and the payment of expenses to
                                                                            repair damage to a principal residence under subsection (F) only apply to Plan Years beginning on or after January 1, 2006.
                                                                            For purposes of determining eligibility of a Hardship distribution under this subsection (i), a dependent is determined under
                                                                            Code §152. However, for taxable years beginning on or after January 1, 2005, the determination of dependent for purposes
                                                                            of tuition and education fees under subsection (C) above will be made without regard to Code §152(b)(1), (b)(2), and
                                                                            (d)(1)(B) and the determination of dependent for purposes of funeral or burial expenses under subsection (E) above will be
                                                                            made without regard to Code §152(d)(1)(B).



 


		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.



 


		(ii)	Distribution necessary to satisfy need.
A distribution will be considered as necessary to satisfy an immediate and heavy financial need of the Participant if:



 


		(A)	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);



 


		(B)	The Participant has obtained all available distributions, other than Hardship distributions,
and all nontaxable loans under the Plan and all plans maintained by the Employer; and



 


		(C)	The Participant is suspended from making Salary Deferrals
(and After-Tax Employee Contributions) for at least 6 months after the receipt of the Hardship distribution.



 


		(2)	Non-safe harbor Hardship distribution. The Employer may elect in AA §10-1(d)
or AA §10-2(d) of the Nonstandardized Profit Sharing Plan Adoption Agreement or AA §10-1(e) or AA §10-2(e) of the
Profit Sharing/401(k) Plan Adoption Agreement to permit Participants to take a Hardship distribution of Employer Contributions
without satisfying the requirements of subsection (1) above. A non-safe harbor Hardship distribution is not available for QNECs,
QMACs, or Safe Harbor/QACA Safe Harbor Contributions.



 


		(i)	Immediate and heavy financial need.  For purposes of determining whether a Hardship
exists under this subsection (2), the same Hardship distribution events described in subsection (1)(i) will qualify as a Hardship
distribution event under this subsection (2). The Employer may modify the permissible Hardship distribution events under AA §10-3(f)
of the Nonstandardized Profit Sharing or Profit Sharing/401(k) Plan Adoption Agreement.



 


		(ii)	Distribution necessary to satisfy need. 
A Hardship distribution under this subsection (2) need not satisfy the requirements under subsection (1)(ii) above. Instead, all
relevant facts and circumstances are considered to determine whether the Employee has other resources reasonably available to
relieve or satisfy the need. For this purpose, resources include assets of the Employee's Spouse and minor children that are reasonably
available to the Employee. In addition, the amount withdrawn for hardship may include amounts necessary to pay federal, state
or local income taxes, or penalties reasonably anticipated to result from the distribution. 



 


The Employer or Plan Administrator
may rely upon the Employee's written representation that the need cannot be reasonably relieved through the following sources:


 






    
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Contribution Plan


Section
8 – Plan Distributions



 


		(A)	Reimbursement or compensation by insurance;



 


		(B)	Liquidation of the Employee's assets;



 


		(C)	Cessation of Salary Deferrals or After-Tax Employee
Contributions under the Plan;



 


		(D)	Other currently available distributions or nontaxable loans from the Plan or any other plan maintained
by the Employer (or any other employer);



 


		(E)	Borrowing from commercial sources on reasonable commercial terms in an amount sufficient to satisfy
the need.



 


		The Employer or Plan Administrator may not rely upon the written representation under this
                                                                            subsection (ii) if it has actual knowledge to the contrary.



 


		(3)	Amount available for Hardship distribution. A Participant may receive a Hardship
distribution of any portion of his/her vested Employer Contribution Account or Matching Contribution Account (including earnings
thereon), as permitted under AA §10. A Participant may receive a Hardship distribution of Salary Deferrals provided such distribution,
when added to other Hardship distributions from Salary Deferrals, does not exceed the total Salary Deferrals the Participant has
made to the Plan (increased by income allocable to such Salary Deferrals as of the later of December 31, 1988 or the end of the
last Plan Year ending before July 1, 1989).



 


		(4)	Availability to terminated Employees. If a Hardship distribution is permitted under
AA §10-1 or AA §10-2, a Participant may take such a Hardship distribution after termination of employment to the extent
no other distribution is available from the Plan.



 


		(5)	Application of Hardship distributions rules with
respect to primary beneficiaries. If elected under AA §10-3 of the Nonstandardized Plan Adoption Agreement or Standardized
Profit Sharing/401(k) Plan Adoption Agreement, if the Plan otherwise permits Hardship distributions based on the safe harbor hardship
provisions under subsection (1), the existence of an immediate and heavy financial need under subsection (1)(i) may be determined
with respect to a primary beneficiary under the Plan. For this purpose, a primary beneficiary is an individual who is named as
a beneficiary under the Plan and has an unconditional right to all or a portion of a Participant’s Account Balance upon
the death of the Participant. Hardship distributions with respect to primary beneficiaries under this subsection (5) are limited
to Hardship distributions on account of medical expenses, educational expenses and funeral expenses (as described in subsections
(1)(i)(A), (1)(i)(C) and (1)(i)(E), above)). Any Hardship distribution with respect to a primary beneficiary must satisfy all
the other requirements applicable to Hardship distributions under subsection (e).



 


	8.11	Sources of Distribution. Unless provided
otherwise in separate administrative provisions adopted by the Plan Administrator, in applying the distribution provisions under
this Section 8, distributions will be made on a pro rata basis from all Accounts from which a distribution is permitted. 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 Salary Deferrals (including Roth 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 Matching Contribution Account will a Hardship
distribution be made from a Participant’s Pre-Tax Salary Deferral Account and/or Roth Deferral Account. (See subsection (b)
below for the ordering rules for distributions from the Pre-Tax Salary Deferral and Roth Deferral Accounts.) The Plan Administrator
may modify the ordering rules under this subsection (a) under separate administrative procedures.



 


		(b)	Roth Deferrals. If a Participant has both a Pre-Tax Salary Deferral Account and
a Roth Deferral Account, withdrawals and loans from such Accounts will be made in accordance with this subsection (b).



 


		(1)	Distributions and withdrawals. Unless designated otherwise under AA §6A-5 of the Nonstandardized
                                                                          Profit Sharing/401(k) Plan Adoption Agreement or separate administrative procedures, if a Participant has both a Pre- Tax
                                                                          Salary Deferral Account and a Roth Deferral Account, the Participant may designate the extent to which a distribution or withdrawal of Salary Deferrals
will come from the Pre-Tax Salary Deferral Account or the Roth Deferral Account. Alternatively, the Employer may provide under
AA §6A-5 (or under separate administrative procedures) that any distribution or withdrawal of Salary Deferrals will be made
on a pro rata basis from the Pre-Tax Salary Deferral Account and the Roth Deferral Account. Alternatively, the Employer may designate
any other order of distribution and withdrawals under AA §6A-5 or separate administrative procedures.



 






    
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Contribution Plan


Section
8 – Plan Distributions



 


		(2)	Distribution of Excess Deferrals, Excess Contributions or Excess Aggregate Contributions.
Unless designated otherwise under AA §6A-5 of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement or separate
administrative procedures, if a Participant has both a Pre-Tax Salary Deferral Account and a Roth Deferral Account, and the Plan
is required to make a corrective distribution of Excess Deferrals or Excess Contributions to such Participant (in accordance with
Section 5.02(b) or Section 6.01(b)(2)) or is required to make a distribution of Salary Deferrals as a correction of Excess Aggregate
Contributions (in accordance with Section 6.02(b)(2)), the Participant may designate whether the Plan will make such corrective
distribution of Excess Deferrals or Excess Contributions from the Pre-Tax Salary Deferral Account or the Roth Deferral Account.
Alternatively, the Employer may elect under AA §6A-5 of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement
(or under separate administrative procedures) that corrective distributions of Salary Deferrals to correct Excess Deferrals, Excess
Contributions, or Excess Aggregate Contributions will be made pro rata from the Pre-Tax Salary Deferral Account and Roth Deferral
Account or first from the Pre-Tax Salary Deferral Account or first from the Roth Deferral Account.



 


			Unless designated otherwise under separate administrative procedures, if a Participant is
                                                                            permitted to designate the extent to which a corrective distribution is made from the Pre-Tax Salary Deferral Account or the
                                                                            Roth Deferral Account, and the Participant fails to designate the appropriate Account by the date the corrective distribution
                                                                            is made from the Plan, such corrective distribution may be withdrawn equally from both the Pre-Tax Salary Deferral Account
                                                                            and the Roth Deferral Account or the Employer may withdraw such amounts first from either the Pre-Tax Salary Deferral Account
                                                                            or the Roth Deferral Account.



 


	8.12	Required Minimum Distributions. Unless
specified otherwise under Appendix A of the Adoption Agreement, the provisions of this Section apply to calendar years beginning
on or after January 1, 2003. A Participant’s entire interest under the Plan will be distributed, or begin to be distributed,
to the Participant no later than the Participant's Required Beginning Date (as defined in subsection (e)(5)). All distributions
required under this Section 8.12 will be determined and made in accordance with the regulations under Code §401(a)(9) and
the minimum distribution incidental benefit requirement of Code §401(a)(9)(G).



 


		(a)	Period of distribution. For purposes of applying the required minimum distribution
rules under this Section 8.12, any distribution made in a form other than a lump sum must be made 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.



 


		(b)	Death of Participant before required distributions begin. If the Participant dies
before required distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later
than as follows:



 


		(1)	Surviving Spouse is sole Designated Beneficiary. Unless designated otherwise under
AA §10-4 of the Nonstandardized Plan Adoption Agreement, if the Participant’s surviving Spouse is the Participant’s
sole Designated Beneficiary, the surviving Spouse may elect to take distributions under the 5-year rule (as described in subsection
(f)(1) below) or under the life expectancy method. If the life expectancy method applies, distributions to the surviving Spouse
will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December
31 of the calendar year in which the Participant would have attained age 70-1/2, if later.



 


		(2)	Surviving Spouse is not the sole Designated Beneficiary. Unless designated otherwise
under AA §10-4 of the Nonstandardized Plan Adoption Agreement, if the Participant’s surviving Spouse is not the Participant’s
sole Designated Beneficiary, the Designated Beneficiary may elect to take distributions under the 5-year rule (as described in
subsection (f)(1) below) or under the life expectancy method. If the life expectancy method applies, then distributions to the
Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant
died. If the Designated Beneficiary does not elect to commence distributions by December 31 of the
calendar year immediately following the calendar year in which the Participant dies, a complete distribution must be made by December
31 of the calendar year containing the fifth anniversary of the Participant’s death. See subsection (f)(1) below.



 






    
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		(3)	No Designated Beneficiary. If there is no Designated Beneficiary as of the date
of the Participant’s death who remains a Beneficiary as of September 30 of the year immediately following the year of the
Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing
the fifth anniversary of the Participant’s death.



 


		(4)	Death of surviving Spouse. If the Participant’s surviving Spouse is the
Participant’s sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to
the surviving Spouse begin, this subsection (b) (other than subsection (1)) will apply as if the surviving Spouse were the Participant.



 


		For purposes of this subsection (b) and AA §10-4, unless subsection (4) applies,
                                                                             distributions are considered to begin on the Participant’s Required Beginning Date. If subsection (4) applies,
                                                                             distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under
                                                                             subsection (1) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the
                                                                             participant before the Participant’s Required Beginning Date (or to the Participant’s surviving Spouse before the
                                                                             date distributions are required to begin to the surviving Spouse under subsection (1)), the date distributions are considered
                                                                             to begin is the date distributions actually commence.



 


		(c)	Required Minimum Distributions during Participant’s lifetime.



 


		(1)	Amount of Required Minimum Distribution for each
Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each
Distribution Calendar Year is the lesser of:



 


		(i)	the quotient obtained by dividing the Participant’s Account Balance
by the distribution period set forth in the Uniform Lifetime Table found in Treas. Reg. §1.401(a)(9)-9, Q&A-2, using the
Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or



 


		(ii)	if the Participant’s sole Designated Beneficiary
for the Distribution Calendar Year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s
Account Balance by the number in the Joint and Last Survivor Table set forth in Treas. Reg. §1.401(a)(9)-9, Q&A-3, using
the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the Distribution
Calendar Year.



 


		(2)	Lifetime Required Minimum Distributions continue through year of Participant’s death. Required Minimum Distributions will be determined under this subsection (c) beginning with the first
Distribution Calendar Year and continuing up to, and including, the Distribution Calendar Year that includes the Participant’s
date of death.



 


		(d)	Required Minimum Distributions after Participant’s death.



 


		(1)	Death on or after date required distributions begin.



 


		(i)	Participant survived by Designated Beneficiary. If the Participant dies on or
after the date required distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed
for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s
Account Balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s
Designated Beneficiary, determined as follows:



 


		(A)	The Participant’s remaining life expectancy
is calculated in accordance with the Single Life Table found in Treas. Reg. §1.401(a)(9)-9, Q&A-1, using the age of the
Participant in the year of death, reduced by one for each subsequent year.



 


		(B)	If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary,
the remaining life expectancy of the surviving Spouse is calculated using the Single Life Table found in Treas. Reg. §1.401(a)(9)-9,
Q&A-1, for each Distribution Calendar Year after the year of the Participant’s death using the surviving Spouse’s
age as of the Spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse’s
death, the remaining life expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse’s
birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.



 






    
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		(C)	If the Participant’s surviving Spouse is not the Participant’s
sole Designated Beneficiary, the Designated Beneficiary’s remaining life expectancy is calculated under the Single Life Table
using the age of the Designated Beneficiary in the year following the year of the Participant’s death, reduced by one for
each subsequent year.



 


		(ii)	No Designated Beneficiary. If the participant
dies on or after the date required distributions begin and there is no Designated Beneficiary as of the Participant’s date
of death who remains a Designated Beneficiary as of September 30 of the year after the year of the Participant’s death,
the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death
is the quotient obtained by dividing the Participant’s Account Balance by the Participant’s remaining life expectancy
under the Single Life Table calculated using the age of the Participant in the year of death, reduced by one for each subsequent
year.



 


		(2)	Death before date required distributions begin.



 


		(i)	Participant survived by Designated Beneficiary. Unless designated otherwise under
AA §10-4 of the Nonstandardized Plan Adoption Agreement, if the Participant dies before the date required distributions begin
and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the
year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the remaining
life expectancy of the Participant’s Designated Beneficiary, determined as provided in subsection (1).



 


		(ii)	No Designated Beneficiary. If the Participant
dies before the date distributions begin and there is no Designated Beneficiary as of the date of death of the Participant who
remains a Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, 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.



 


		(iii)	Death of surviving Spouse before distributions
to surviving Spouse are required to begin. If the Participant dies before the date distributions begin, the Participant’s
surviving Spouse is the Participant’s sole Designated Beneficiary, and the surviving Spouse dies before distributions are
required to begin to the surviving Spouse under Section (b)(1), this subsection (2) will apply as if the surviving Spouse were
the Participant.



 


		(e)	Definitions.



 


		(1)	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 Treas.
Reg. §1.401(a)(9)-4.






 


		(2)	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 subsection (b). The Required Minimum Distribution for the Participant’s first Distribution Calendar
Year will be made on or before the Participant’s Required Beginning Date. The Required Minimum Distribution for other Distribution
Calendar Years, including the Required Minimum Distribution for the Distribution Calendar Year in which the Participant’s
Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.



 


		(3)	Life expectancy. For purposes of determining a Participant’s Required Minimum
Distribution amount, life expectancy is computed using one of the following tables, as appropriate:



 


		(i)	Single Life Table,



 


		(ii)	Uniform Life Table, or



 


		(iii)	Joint and Last Survivor Table found in Treas. Reg.
 §1.401(a)(9)-9.



 


		(4)	Account Balance. For purposes of determining a Participant’s Required Minimum Distribution, the
                                                                        Participant’s Account Balance is determined based on the Account Balance as of the last Valuation Date in the calendar
                                                                        year immediately preceding the Distribution Calendar Year (the “valuation calendar year”) increased by the amount of any contributions or forfeitures
allocated to the Account Balance as of dates in the calendar year after the Valuation Date and decreased by distributions made
in the calendar year after the Valuation Date. The Account Balance for the valuation calendar year includes any amounts rolled
over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred
in the valuation calendar year.



 






    
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		(5)	Required Beginning Date. Unless designated
otherwise under AA §10-4 of the Nonstandardized Plan Adoption 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 701⁄2.



 


		(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 701⁄2 or



 


		(B)	the Participant terminates employment.



 


		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 Section 8.10 and AA §10. However, if this Plan were amended to add the Required
                                                                                Beginning Date rules under this subsection (5), a Participant who attained age 701⁄2 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 (5)) may receive in-service minimum distributions in accordance with the terms of the Plan in existence prior to
                                                                                such amendment.



 


		(iii)	Alternative Required Beginning Date for Participants
other than Five-Percent Owners. The Employer may designate under AA §10-4 of the Nonstandardized Plan Adoption Agreement
to determine the Required Beginning Date for Participants other than Five-Percent Owners without regard to the rule in subsection
(ii) above. If so designated under AA §10-4, the Required Beginning Date for all Participants under the Plan will be April
1 of the calendar year following attainment of age 701⁄2.



 


		(iv)	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 1.69(a))
at any time during the Plan Year ending with or within the calendar year in which the Participant attains age 701⁄2. Once
distributions have begun to a Five-Percent Owner under this Section 8.12, they must continue to be distributed, even if the Participant
ceases to be a Five-Percent Owner in a subsequent year.



 


		(f)	Special Rules.



 


		(1)	Election to apply 5-year rule to required distributions after death. If the Participant
dies before distributions begin and there is a Designated Beneficiary, the Employer may elect under AA §10-4 of the Nonstandardized
Plan Adoption Agreement, instead of applying the provisions of subsections (b) and (d), to require the Participant’s entire
interest to be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of
the Participant’s death. If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary
and the surviving Spouse dies after the Participant but before distributions to either the Participant or the surviving Spouse
begin, this election will apply as if the surviving Spouse were the Participant.



 


		(2)	Election to allow Participants or Beneficiaries to elect 5-year rule. If a Participant
or Designated Beneficiary is permitted under AA §10-4 of the Nonstandardized Plan Adoption Agreement to elect whether to apply
the life expectancy rule under subsection (b) above or the five year rule under subsection (1), the election must be made no later
than the earlier of September 30 of the calendar year in which distribution would be required to begin under subsection (b) or
by September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, surviving
Spouse’s) death. If neither the Participant nor Beneficiary makes an election under this paragraph, distributions will be
made in accordance with the 5-year rule under subsection (1) above.



 






    
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		(3)	Forms of Distribution. Unless the Participant’s interest is distributed in
the form of an annuity purchased from an insurance company or in a lump sum on or before the Required Beginning Date, as of the
first Distribution Calendar Year, distributions will be made in accordance with subsections (b) and (d). If the Participant’s
interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in
accordance with the requirements of Code §401(a)(9) and the regulations.



 


		(4)	Waiver of Required Minimum Distributions. For calendar year 2009, the Required
Minimum Distribution rules will not apply. In applying the provisions of this Section 8.12 for the 2009 Distribution Calendar Year,



 


		(i)	the Required Beginning Date with respect to any individual shall be determined without regard
to this subsection for purposes of applying this paragraph for Distribution Calendar Years after 2009, and



 


		(ii)	required distributions to a beneficiary upon the death
of the Participant shall be determined without regard to calendar year 2009.



 


		A Participant or beneficiary who would have been required to receive a Required Minimum
                                                                                Distribution for the 2009 Distribution Calendar Year but for the enactment of Code §401(a)(9)(H) (“2009
                                                                                RMD”), may elect whether or not to receive the 2009 RMD (or any portion of such distribution). A distribution of the
                                                                                2009 RMD or a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to
                                                                                last for the life (or life expectancy) of the participant, the joint lives (or joint life expectancy) of the participant and
                                                                                the participant’s designated beneficiary, or for a period of at least 10 years, will be treated as an Eligible Rollover
                                                                                Distribution. However, if all or any portion of a distribution during 2009 is treated as an Eligible Rollover Distribution
                                                                                but would not be so treated if the Required Minimum Distribution requirements under this Section 8.12 had applied during
                                                                                2009, such distribution shall not be treated as an Eligible Rollover Distribution for purposes of Code
                                                                                §§401(a)(31), 402(f) or 3405(c). (See Notice 2009-82 for transitional rules that apply for purposes of applying the
                                                                                rollover rules to the distribution of 2009 RMDs.)



 


		(5)	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 Section 8.12 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, during any period during which required minimum distributions are being determined by treating the beneficiaries
of the trust as Designated Beneficiaries, the following requirements are met:



 


		(i)	the trust is a valid trust under state law, or would
be but for the fact there is no corpus;



 


		(ii)	the trust is irrevocable or will, by its terms, become
irrevocable upon the death of the Participant;



 


		(iii)	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



 


		(iv)	the Plan Administrator receives the documentation
described in subsection (6)(i) below.



 


		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.



 


		(6)	Special rules applicable to trust beneficiaries.



 


		(i)	Information that must be supplied to Plan Administrator.



 


		(A)	Required minimum distribution before death where Spouse is sole beneficiary. If
a Participant designates a trust as the beneficiary of his/her entire benefit and the Participant’s Spouse is the sole beneficiary
of the trust, the Participant must provide the information under (I) or (II) below to satisfy the information requirements under
subsection (5)(iv) above.



 


		(I)	The Participant must provide to the Plan Administrator a copy of the trust instrument and agree
that if the trust instrument is amended at any time in the future, the Participant will, within a reasonable time, provide to the
Plan Administrator a copy of each such amendment; or



 


		(II)	The Participant must:



 






    
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		(a)	provide to the Plan Administrator a list of all of the beneficiaries of the trust (including
contingent and remaindermen beneficiaries with a description of the conditions on their entitlement sufficient to establish that
the Spouse is the sole beneficiary) for purposes of Code §401(a)(9);



 


		(b)	certify that, to the best of the Participant’s knowledge, the list under subsection (a)
is correct and complete and that the requirements of subsection (5) above are satisfied;



 


		(c)	agree that, if the trust instrument is amended at any time in the future, the Participant will,
within a reasonable time, provide to the Plan Administrator corrected certifications to the extent that the amendment changes any
information previously certified; and



 


		(d)	agree to provide a copy of the trust instrument to the Plan Administrator upon demand.



 


		(B)	Required minimum distribution after death. In order to satisfy the documentation
requirement of subsection (5)(iv) above for required minimum distributions after the death of the Participant (or Spouse in a case
to which Treas. Reg. §.401(a)(9)-3, Q&A-5 applies), the trustee of the trust must satisfy the requirements of subsection
(I) or (II) by October 31 of the calendar year immediately following the calendar year in which the Participant died.



 


		(I)	The trustee of the trust must:



 


		(a)	provide the Plan Administrator with a final list of all beneficiaries of the trust (including
contingent and remaindermen beneficiaries with a description of the conditions on their entitlement) as of September 30 of the
calendar year following the calendar year of the Participant’s death;



 


		(b)	certify that, to the best of the trustee's knowledge, the list in subsection (a) is correct and
complete and that the requirements of subsection (5) above are satisfied; and



 


		(c)	agree to provide a copy of the trust instrument to the Plan Administrator upon demand.



 


		(II)	The trustee of the trust must provide the Plan Administrator
with a copy of the actual trust document for the trust that is named as a beneficiary of the Participant under the Plan as of
the Participant’s date of death.



 


		(ii)	Relief for discrepancy. If required
minimum distributions are determined based on the information provided to the Plan Administrator in certifications or trust instruments
described in subsection (i) above, the Plan will not fail to satisfy Code §401(a)(9) merely because the actual terms of the
trust instrument are inconsistent with the information in those certifications or trust instruments previously provided to the
Plan Administrator, provided the Plan Administrator reasonably relied on the information provided and the required minimum distributions
for calendar years after the calendar year in which the discrepancy is discovered are determined based on the actual terms of
the trust instrument.



 


		(7)	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:



 


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



 


		(A)	all fiduciary accounting income with respect to such
Beneficiary’s interest in the Plan, as determined by the trustee of the marital trust, or



 


		(B)	the minimum distribution required under this Section
8.12;



 






    
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		(ii)	the trustee of the marital trust (or the trustee’s
legal representative) shall be responsible for calculating the amount to be distributed under subsection (i) above and shall instruct
the Plan Administrator in writing to distribute such amount to the marital trust;



 


		(iii)	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



 


		(iv)	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.



 


		(g)	Transitional Rule. Notwithstanding the
other requirements of this Section 8.12, and subject to the Joint and Survivor Annuity Requirements under Section 9, distribution
on behalf of any Employee, including a Five-Percent Owner, may be made in accordance with all of the following requirements (regardless
of when such distribution commences):



 


		(1)	The distribution by the Plan is one that would not have disqualified the Plan under Code §401(a)(9)
as in effect prior to amendment by the Deficit Reduction Act of 1984.



 


		(2)	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.



 


		(3)	Such designation was in writing, was signed by the
Participant or the beneficiary, and was made before January 1, 1984.



 


		(4)	The Participant had accrued a benefit under the Plan
as of December 31, 1983.



 


		(5)	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 (1) - (5) 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. 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 Treas. Reg. §1.401(a)(9)-8, Q&A-14 and Q&A-15 shall
apply.






 


	8.13	Correction of Qualification Defects.
Nothing in this Section 8 precludes the Plan Administrator from making a distribution to a Participant to correct a qualification
defect consistent with the correction procedures under the IRS’ voluntary compliance programs. Thus, for example, if an
Employee is permitted to enter the Plan prior to his/her proper Entry Date under Section 2.03(b) and the Plan Administrator determines
that a corrective distribution is a proper means of correcting the operational violation, nothing in this Section 8 would prevent
the Plan from making such corrective distribution. Any such distribution must be made in accordance with the correction procedures
applicable under the IRS’ voluntary correction programs as described in Rev. Proc. 2013-12 (or successive guidance).



 






    
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Section 9 – Joint and Survivor Annuity Requirements


 


SECTION 9


JOINT AND SURVIVOR
ANNUITY REQUIREMENTS


 


		9.01	Application of Joint and Survivor Annuity Rules.
The Qualified Joint and Survivor Annuity rules under this Section 9 will apply to any Participant who is credited with
an Hour of Service with the Employer on or after August 23, 1984. (See Section 9.05 for special transitional rules that may apply.)
The application of the Joint and Survivor Annuity rules will differ based on the type of Plan involved. Also see Rev. Rul. 2012-3
for rules for applying the Qualified Joint and Survivor Annuity rules to any deferred annuity contracts purchased under the Plan.



 


		(a)	Money Purchase Plan. If the Employer adopts the Money Purchase Plan Adoption Agreement,
the Plan will be subject to the Joint and Survivor rules described under this Section 9.



 


		(b)	Profit Sharing or Profit Sharing/401(k) Plan. If the Employer adopts the Profit
Sharing or Profit Sharing/401(k) Plan Adoption Agreement, the Employer may elect under AA §9-2(a) of the Nonstandardized Plan
Adoption Agreement to apply the Joint and Survivor Annuity requirements under this Section 9 to all Participants under the Plan.
If the Employer adopts the Standardized Profit Sharing/401(k) Plan Adoption Agreement or does not elect under AA §9-2(a) of
the Nonstandardized Plan Adoption Agreement to apply the Joint and Survivor Annuity requirements to all Participants, such requirements
will only apply to a distribution from the Plan if:



 


		(1)	the Participant elects to receive a distribution in the
form of a life annuity; or



 


		(2)	the distribution is made from benefits that were directly or indirectly transferred from a plan
that was subject to the Joint and Survivor Annuity requirements at the time of the transfer; or



 


		(3)	the distribution is made from benefits that are used to offset the benefits under another plan
of the Employer that is subject to the Joint and Survivor Annuity requirements.



 


		(c)	Exception to the Joint and Survivor Annuity Requirements. If, as of the Annuity
Starting 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 8.07(a) or Section 8.08(b)(1), in lieu of any QJSA or QPSA benefits.



 


		(d)	Administrative procedures. The Plan Administrator may provide alternative procedures
for applying the spousal consent requirements under this Section 9 provided such procedures are consistent with the requirements
under this Section 9. 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.



 


		(e)	Accumulated deductible employee contributions. A distribution from or under a
separate Account under a money purchase plan which is attributable solely to accumulated deductible employee contributions, as
defined in Code §72(o)(5)(B), is subject to the rules under
subsection (b) above.



 


		9.02	Pre-Death Distribution Requirements. If
a pre-death distribution is subject to the Qualified Joint and Survivor Annuity requirements under this Section 9, the distribution
will be paid in the form of a Qualified Joint and Survivor Annuity (QJSA), unless the Participant (and Spouse, if the Participant
is married) elects to receive the distribution in an alternative form. Effective for distributions with an Annuity Starting Date
in Plan Years beginning on or after January 1, 2008, in addition to the QJSA form of benefit, a Participant (and Spouse) may elect
to receive distribution in the form of a Qualified Optional Survivor Annuity (QOSA).



 


			In applying the provisions under this Section 9.02, a Participant (and Spouse) may only waive
                                                                             out of the QJSA pursuant to a Qualified Election (as defined in Section 9.04). Under the Qualified Election provisions under
                                                                             Section 9.04, the QOSA form of benefit is treated as a QJSA form of benefit for purposes of determining whether spousal
                                                                             consent is required with respect to a waiver of the QJSA in favor of the QOSA form of benefit. Thus, no spousal consent is
                                                                             required to waive out of the QJSA form of benefit in favor of an actuarially equivalent QOSA form of benefit.



 


		(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 Participant’s Spouse equal to 50% of
the amount of the annuity which is payable during the joint lives of the Participant and the Spouse. The Employer may elect under
AA §9-2(a) of the Nonstandardized Plan Adoption
Agreement to increase the percentage of the Spouse’s survivor annuity to 100%, 75% or 66-2/3% (instead of 50%). If the
Participant is not married as of the Annuity Starting Date, the QJSA is an immediate annuity payable over the life of the
Participant.



 






    
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		(b)	Qualified Optional Survivor Annuity (QOSA). A QOSA is an immediate annuity
                                                                        payable over the life of the Participant with a survivor annuity payable over the life of the Participant’s Spouse that
                                                                        is equal to the applicable percentage of the amount of the annuity that is payable during the joint lives of the Participant
                                                                        and the Spouse and is the actuarial equivalent of a single life annuity for the life of the Participant. If the survivor
                                                                        annuity provided by the QJSA under the Plan is less than 75% of the annuity payable during the joint lives of the Participant
                                                                        and Spouse, the applicable percentage is 75%. If the survivor
annuity provided by the QJSA under the Plan is greater than or equal to 75% of the annuity payable during the joint lives of
the Participant and Spouse, the applicable percentage is 50%.



 


		(c)	Notice requirements.



 


		(1)	Written explanation. The Plan Administrator
shall provide each Participant with a written explanation of:



 


		(i)	the terms and conditions of the QJSA;



 


		(ii)	the Participant’s right to make and the effect
of an election to waive the QJSA form of benefit;



 


		(iii)	the rights of the Participant’s Spouse; and



 


		(iv)	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 180 days prior to the Annuity Starting Date. The written explanation shall comply with the requirements of Treas.
                                                                             Reg. §1.417(a)(3)-1.



 


		(2)	Waiver of 30-day period.  The Annuity Starting Date for a distribution in a form
other than a QJSA may be less than 30 days after receipt of the written explanation described in the preceding paragraph provided:



 


		(i)	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;



 


		(ii)	the Participant is permitted to revoke any affirmative
distribution election at least until the Annuity Starting 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



 


		(iii)	the Annuity Starting Date is after the date the written
explanation was provided to the Participant.



 


			For distributions on or after December 31, 1996, the Annuity Starting 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 described above.



 


		(d)	Annuity Starting Date. The Annuity Starting
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 Annuity Starting Date applies to any subsequent distribution. If distribution is
made in the form of an annuity, the Annuity Starting Date is the first day of the first period for which annuity payments are
made.



 


		9.03	Distributions After Death. If the Joint
and Survivor Annuity requirements apply with respect to a distribution on behalf of a married Participant who dies before the
Annuity Starting Date (as defined in Section 9.02(d) above), the surviving Spouse of that Participant is entitled to receive such
distribution in the form of a QPSA, unless the Participant and Spouse have waived the QPSA pursuant to a Qualified Election. Any
portion of a Participant’s vested Account Balance that is not payable to the surviving Spouse as a QPSA will be payable
under the rules described in Section 8.08(b)(2)(ii)(B).



 


		(a)	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 (that is
                                                                        subject to the Qualified Joint and Survivor Annuity requirements) as of the date of death. The Employer may elect under AA
                                                                        §9-2(b) of the Nonstandardized Plan Adoption Agreement to increase the amount used to purchase the QPSA to 100% (instead
                                                                        of 50%) of the Participant’s vested Account
Balance. To the extent that less than 100% of the Participant’s vested Account Balance is paid to the surviving Spouse,
any After-Tax Employee Contributions will be allocated to the surviving Spouse in the same proportion as the After-Tax
Employee Contributions bear to the total vested Account Balance of the Participant. If elected under AA §9-5(b) of the
Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement, a surviving Spouse
will not be entitled to a QPSA if the Participant and surviving Spouse were not married throughout the one year period ending
on the date of the Participant’s death.



 






    
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			If a surviving Spouse is entitled to a QPSA distribution, the surviving Spouse may elect to
                                                                             receive such distribution at any time following the Participant’s death (subject to the required minimum distribution
                                                                             rules under Section 8.12) and may elect to receive distribution in any form permitted under Section 8.02 of the Plan. A QPSA
                                                                             distribution will not commence to a surviving Spouse 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 Section 9.04(b), 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 non-QPSA death benefit
                                                                             payable under Section 8.08(b)(2)(ii)(B).



 


			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 9.04, 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.



 


		(b)	Notice requirements. 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 Section 9.02(c) 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.



 


		9.04	Qualified Election. A Participant (and
the Participant’s Spouse) may waive the QJSA or QPSA pursuant to a Qualified Election. 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. 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 Beneficiary, and a specific form of benefit, 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 without limit on the number of revocations. 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
9.02(c) or Section 9.03(b), as applicable.



 


		(a)	QJSA. 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). Only the Participant needs
consent to the commencement of a distribution in the form of a QJSA.



 


		(b)	QPSA. In the case of a waiver of the QPSA, the election must be made on a timely
basis 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). To be timely, a Participant
(and the Participant’s Spouse) may waive the QPSA at any time during 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 election period begins on the date of separation. 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 9.03(b). 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.



 






    
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		(c)	Identification of surviving Spouse. If
it is established to the satisfaction of the Plan Administrator 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.



 


		(1)	Definition of Spouse. 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. See Section 1.134 for the definition of Spouse under the
Plan.



 


		(2)	One-year marriage rule. The Employer may elect under AA §9-5(b) of the Nonstandardized
Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement, for purposes of applying the provisions
of this Section 9, 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.



 


		9.05	Transitional Rules. Any living Participant
not receiving benefits on August 23, 1984, who would otherwise not receive the benefits prescribed under this Section 9 must be
given the opportunity to elect to have the preceding provisions of this Section 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 Section 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 Section
9 apply is subject to the rules in this Section 9.05 instead. Also, a Participant who does not qualify to elect to have this Section
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 9.05.



 


			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 9.05 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
                                                                             9.05, 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:



 






    
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		(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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SECTION 10


PLAN ACCOUNTING AND
INVESTMENTS


 


		10.01	Participant Accounts. The Plan Administrator
will maintain a separate Account for each Participant to reflect the Participant’s entire interest under the Plan. The Plan
Administrator may maintain any (or all) of the following separate sub-Accounts:



 


	 	· 	Pre-Tax
    Deferral Account
	 	· 	Roth
    Deferral Account
	 	· 	Employer
    Contribution Account
	 	· 	Matching
    Contribution Account
	 	· 	Qualified
    Nonelective Contribution (QNEC) Account
	 	· 	Qualified
    Matching Contribution (QMAC) Account
	 	· 	Safe
    Harbor Employer Contribution Account
	 	· 	Safe
    Harbor Matching Contribution Account
	 	· 	QACA
    Safe Harbor Employer Contribution Account
	 	· 	QACA
    Safe Harbor Matching Contribution Account
	 	· 	After-Tax
    Employee Contribution Account
	 	· 	Rollover
    Contribution Account
	 	· 	Roth
    Rollover Contribution Account
	 	· 	In-Plan
    Roth Conversion Account
	 	· 	Transfer
    Account.




 


			The Plan Administrator may establish other Accounts, as it deems necessary, for the proper
                                                                             administration of the Plan.



 


		10.02	Valuation of Accounts. A Participant’s
portion of the Trust assets is determined as of each Valuation Date under the Plan. The value of a Participant’s Account
consists of the fair market value of the Participant’s share of the Trust assets. The Trustee must value Plan assets at
least annually. The Trustee’s determination of the value of Trust assets shall be final and conclusive.



 


		(a)	Periodic valuation. The Employer may elect under AA §11-1 or may elect operationally
to value assets on a periodic basis. The Trustee and the Plan Administrator may adopt reasonable procedures for performing such
valuations.



 


		(b)	Daily valuation. The Employer may elect
under AA §11-1 or may elect operationally to value assets on a daily basis. 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.



 


		(c)	Interim valuations. 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.



 


		10.03	Adjustments to Participant Accounts. Unless
the Plan Administrator adopts other reasonable administrative procedures, 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, forfeitures and other
reductions 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 under the Plan 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, forfeiture
or other additions 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 any reasonable procedures that the Plan Administrator may establish. Such procedures may be reflected
in a funding agreement governing the applicable investments under the Plan. To the extent the Plan Administrator does not establish
separate written procedures, net income or loss will be allocated to Participants’ Accounts in accordance with the following
provisions.



 






    
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		(1)	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. The net income or loss of the General Trust Account is allocated to the Participant Accounts
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, as adjusted in subsections (a) - (c) above. In determining Participant Account Balances as of the prior
Valuation Date, the Employer may apply a weighted average method that credits each Participant’s Account with a portion of
the contributions made since the prior Valuation Date. 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. If the Employer elects to apply a weighted
average method, such method will be applied uniformly to all Participant Accounts under the General Trust Account.



 


		(2)	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 10.07), 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.



 


		10.04	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.



 


		10.05	Suspense accounts. The Plan’s investment
procedures also may provide for special valuation procedures for suspense accounts that are properly established under the Plan.



 


		10.06	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 (c) below);
	 	· 	corporate
    bonds;
	 	· 	open-end
    or closed-end mutual funds (including funds for which a Prototype Sponsor, Trustee, or affiliate serves as investment advisor
    or 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.




 


		(b)	Common/collective trusts and collectibles. 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 (as
                                                                            modified by Rev. Rul. 2004-67 and Rev. Rul. 2011-1). 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.



 






    
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		(c)	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 within 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.



 


		(1)	Profit Sharing Plan other than a 401(k) Plan. In the case of a Profit Sharing Plan
(without a 401(k) feature), 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.



 


		(2)	401(k) Plan. With respect to the portion of the Plan consisting of amounts attributable
to Salary Deferrals (including Roth Deferrals), no more than 10% of the fair market value of Plan assets attributable to Salary
Deferrals and Roth 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 Salary Deferrals or Roth 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 (2) shall not apply
if any one of the conditions in subsections (A), (B) or (C) applies.



 


		(A)	Investment of Salary Deferrals or Roth 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 Salary Deferrals
or Roth 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 Plan Compensation.



 


		(ii)	No application to other contributions.
The limitation in this subsection (2) has no application to Matching Contributions or Employer Contributions. Instead, the rules
under subsection (1) above apply for such contributions.



 


		(3)	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.



 


		(4)	Special rules applicable to Qualifying Employer Securities and Qualifying Employer Real
Property.  The Employer may elect under AA §11-7 of the Nonstandardized Plan Adoption Agreement to limit the Accounts
which can be used to invest in Qualifying Employer Securities or Qualifying Employer Real Property. In addition, the Employer may
elect to apply different distribution options for Qualifying Employer Securities and/or Qualifying Employer Real Property under
AA §11-7.



 


		(d)	Diversification requirements for Defined Contribution Plans invested in Employer securities.
For Plan Years beginning on or after January 1, 2007, the following rules apply with respect to Defined Contribution Plans that
provide for the investment of Plan assets in publicly-traded Employer securities.



 


		(1)	Employer Contributions invested in Employer securities. If any portion of the Account
of a Participant attributable to Employer Contributions (other than Salary Deferrals) is invested in Employer securities, if the
Participant (including a beneficiary of such Participant) has completed at least 3 Years of Service for vesting purposes, such
Participant may elect to direct the Plan to divest any such securities and to reinvest an equivalent amount in other investment
options meeting the requirements of subsection (4).



 


		(2)	Salary Deferrals and After-Tax Employee Contributions invested in Employer securities.
If any portion of the Account of a Participant attributable to Salary Deferrals or Employee contributions (under the Profit Sharing/401(k)
Plan) is invested in Employer securities, such Participant may elect to direct the Plan to divest any such securities and to reinvest an equivalent
amount in other investment options meeting the requirements of subsection (4).



 






    
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		(3)	Phase-in of diversification requirements. To the extent Employer securities are
acquired with Employer Contributions during a Plan Year beginning before January 1, 2007, the provisions under subsection (1) above
shall only apply a percentage of such securities (applied separately for each class of securities), as determined below.



 


		(i)	Phase-in percentage. For purposes of applying the phase-in rules under this subsection
(3), the phase-in rules apply to the following percentage of Employer securities based on the Plan Year for which these requirements
apply.



 


	Plan Year	 	Applicable Percentage	 
	2007	 	33	 
	2008	 	66	 
	2009 and later	 	100	 





 


		(ii)	Exception for certain Participants over age 55.
The phase-in rules under this subsection (3) will not apply to Participants who have attained age 55 and completed at
least 3 Years of Service for vesting purposes before the first Plan Year beginning on or after January 1, 2006.



 


		(4)	Investment options. The requirements of this subsection (d) are met if the Plan
offers not less than three (3) investment options, in addition to Employer securities, to which the Participant may direct the
proceeds from the divestment of employer securities pursuant to this paragraph, each of which is diversified and has materially
different risk and return characteristics. The Plan may provide reasonable limits on the time for divestment and reinvestment opportunities,
provided such limits allow for at least quarterly divestment and reinvestment opportunities. Except as provided in regulations,
the Plan may not impose restrictions or conditions on the investment of Employer securities which are not imposed on the investment
of other Plan assets, other than restrictions or conditions imposed by reason of the application of securities laws or other guidance.



 


		(5)	Exceptions for certain plans. The diversification
requirements under this subsection (d) do not apply to:



 


		(i)	One-participant plans. A plan that on the first day of the
Plan Year covered only one individual (or the individual and the individual’s Spouse) and the individual owned 100 percent
of the Employer (whether or not incorporated), or covered only one or more partners (or partners and their Spouses) and such plan:



 


		(A)	meets the minimum coverage requirements of Code §410(b) without being combined with any
other plan of the Employer;



 


		(B)	does not provide benefits to anyone except the individual (and the individual’s Spouse)
or the partners (and their Spouses);



 


		(C)	does not cover any Related Employers (as defined in Section
1.121); and



 


		(D)	does not cover an Employer that uses the services of
Leased Employees (within the meaning of Code §414(n)).



 


		(ii)	Certain employee stock ownership plans.
An employee stock ownership plan (“ESOP”) if: (i) there are no contributions to such plan (or allocable earnings)
attributable to elective deferrals or matching contributions, and (ii) such plan is not aggregated (pursuant to Code §414(l))
with any other defined contribution plan or defined benefit plan maintained by the same Employer.



 


		(6)	Certain plans treated as holding publicly-traded Employer securities. Except as
provided in regulations, a plan holding Employer securities which are not publicly traded Employer securities shall be treated
as holding publicly-traded Employer securities if any Employer corporation, or any or any member of a controlled group of corporations
which includes such Employer corporation, has issued a class of stock which is a publicly traded Employer security. This subsection
(6) will not apply if no Employer corporation, or parent corporation of an Employer corporation (as defined in Code §424(e)),
has issued any publicly-traded Employer security, and no Employer corporation, or parent corporation of an Employer corporation,
has issued any special class of stock which grants particular rights to, or bears particular risks for, the holder or issuer with
respect to any corporation described in this subsection (6) which has issued any publicly-traded Employer security. For purposes
of this subsection (6), the term controlled group of corporations has the meaning given such term by Code §1563(a), except
that 50% shall be substituted for 80% each place it appears.



 






    
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		10.07	Participant-directed investments. If the
Plan (by election in AA §C-1 of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption
Agreement or under separate investment procedures) permits Participant direction of investments, each Participant shall have the
exclusive right, in accordance with the provisions of the Plan, to direct the investment by the Trustee of all or a portion of
the amounts allocated to the separate Accounts of the Participant under the Plan. All investment directions by Participants shall
be timely furnished to the Trustee by the Plan Administrator, except to the extent such directions are transmitted electronically
or otherwise by Participants directly to the Trustee or its delegate in accordance with rules and procedures established and approved
by the Plan Administrator and communicated to the Trustee. In making any investment of Plan assets, the Trustee shall be fully
entitled to rely on such directions furnished to it by the Plan Administrator or by Participants in accordance with the Plan Administrator’s
approved rules and procedures, and shall be under no duty to make any inquiry or investigation with respect thereto. 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 for any loss resulting from action taken at the direction of the Participant. (A reference to Participant under this
Section 10.07 also applies to any Beneficiary or Alternate Payee eligible to direct investments under the Plan.)



 


		(a)	Limits on participant investment direction. The Employer may elect under AA §C-1
of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption Agreement or under separate
investment procedures to limit Participant direction of investment to specific types of contributions or with respect to specific
investment options. If Participant investment direction is limited to specific investment options, it shall be the sole and exclusive
responsibility of the Employer 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. In no case may Participants direct that investments
be made in collectibles, other than U.S. Government or State issued gold and silver coins. (See Section 10.03(d)(2) for rules regarding
allocation of net income or loss to a Directed Account.)



 


		(b)	Failure to direct investment. 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.
The Employer may designate a default fund under the Plan in which the Trustee shall deposit contributions to the Trust on behalf
of Participants who have been identified by the Plan Administrator as having not specified investment choices under the Plan. If
the Trustee receives any contribution under the Plan that is not accompanied by instructions directing its investment, the Trustee
shall immediately notify the Plan Administrator of that fact, and the Trustee may, in its discretion, hold all or a portion of
the contribution uninvested without liability for loss of income or appreciation pending receipt of proper investment directions.



 


		(c)	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:



 


		(1)	result in a prohibited transaction;



 


		(2)	cause the assets of the Plan to be maintained outside
the jurisdiction of the U.S. courts;



 


		(3)	jeopardize the Plan’s tax qualification;



 


		(4)	be contrary to the Plan’s governing documents;



 


		(5)	cause the assets to be invested in collectibles within
the meaning of Code §408(m);



 


		(6)	generate unrelated business taxable income; or



 


		(7)	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).



 


		(d)	Disclosure requirements.  To the extent the Plan allows Participant direction of
investment, each Participant or beneficiary that has the right to direct the investment of Plan assets must receive the disclosures
required under DOL Reg. §2550.404a-5 on a regular and
periodic basis. The Plan Administrator will not be liable for the completeness and accuracy of information used to satisfy
these disclosure requirements when the Plan Administrator reasonably and in good faith relies on information received from or
provided by a Plan service provider or the issuer of a designated investment alternative. For purposes of this subsection
(d), a designated investment alternative is an investment alternative designated by the Plan into which Participants and
beneficiaries may direct the investment of Plan assets held in their individual Accounts. The term designated investment
alternative shall not include brokerage windows, self- directed brokerage accounts, or similar plan arrangements that enable
Participants and beneficiaries to select investments beyond those designated by the Plan.



 






    
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		(e)	ERISA §404(c) protection. If the Plan (by Employer election under AA
                                                                        §C-1(b) of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption 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.



 


		(1)	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:



 


		(i)	Mandatory disclosures. To satisfy the requirements of ERISA §404(c), the Participants
must receive certain mandatory disclosures, including:



 


		(A)	an explanation that the Plan is intended to be an ERISA §404(c) plan and that the fiduciaries
of the Plan may be relieved of liability for any losses which are the direct and necessary result of investment instructions given
by the Participant or beneficiary;



 


		(B)	the information required pursuant to subsection (d) above;
and



 


		(C)	if Participants or beneficiaries are able to directly or indirectly acquire or sell any Employer
securities, a description of the procedures established to provide for the confidentiality of information relating to the purchase,
holding and sale of such Employer securities, and the exercise of voting, tender and similar rights, by Participants and beneficiaries,
and the name, address and phone number of the Plan fiduciary responsible for monitoring compliance with such procedures.



 


		(2)	Diversified investment options. The Plan
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.



 


		(3)	Frequency of investment instructions. Participants
must have 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.



 


		10.08	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 subsection
                                                                             (a).



 


		(a)	Incidental Life Insurance Rules. Any life
insurance purchased under the Plan must meet the following requirements:



 


		(1)	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 must be at any time less than 50% of the
aggregate amount of Employer Contributions (including Salary Deferrals) and forfeitures that have been allocated to the
Account of such Participant.



 






    
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		(2)	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 Salary Deferrals) and forfeitures
that have been allocated to the Account of such Participant.



 


		(3)	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
Salary Deferrals) and forfeitures which have been allocated to the Account of such Participant.



 


		(4)	Exception for certain Profit Sharing and 401(k) Plans. If the Plan is a Profit Sharing
Plan or a Profit Sharing/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 a Participant for at least five years. For purposes of applying this
special limitation, Employer Contributions do not include any Salary Deferrals, QMACs, QNECs or Safe-Harbor Contributions under
a 401(k) plan.



 


		(5)	Exception for After-Tax Employee Contributions and Rollover Contributions. The
Plan Administrator also may invest, with the Participant’s consent, any portion of the Participant’s After-Tax Employee
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.



 


		(b)	Ownership of Life Insurance Policies. The Trustee is the owner of any life insurance
policies purchased under the Plan. 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 Section 8 and the Joint and Survivor Annuity requirements
under Section 9. In no event shall the Trustee retain any part of the proceeds from any life insurance policies for the benefit
of the Plan.



 


		(c)	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.



 


		(d)	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
Annuity Starting Date (as defined in Section 1.11) 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 subsection (a). 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.



 


		(e)	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.



 


		(f)	Protection of Insurer. An Insurer (as defined in Section 1.73) that issues a life
insurance policy under the terms of this Section 10.08, 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 Plan and is not a fiduciary
                                                                             with respect to the Plan solely as a result of the issuance of life insurance policies under this Section 10.08.



 


		(g)	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 Section
10.08 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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SECTION 11


PLAN ADMINISTRATION
AND OPERATION


 


		11.01	Plan Administrator. The Employer is
the Plan Administrator, unless the Employer designates in writing an alternative Plan Administrator. The Plan Administrator has
the responsibilities described in this Section 11.



 


		11.02	Designation of Alternative Plan Administrator.
The Employer may designate another person or persons as the Plan Administrator by name, by reference to the person or
group of persons holding a particular 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.



 


		(a)	Acceptance of responsibility by designated Plan Administrator. If the Employer
designates an alternative Plan Administrator, the designated Plan Administrator must accept its responsibilities in writing. The
Employer and the designated Plan Administrator jointly will determine the time period for which the alternative Plan Administrator
will serve.



 


		(b)	Multiple alternative Plan Administrators. If the Employer designated more than one
person as an alternative Plan Administrator, such Plan Administrators shall act by majority vote, unless the group delegates particular
Plan Administrator duties to a specific person.



 


		(c)	Resignation or removal of designated Plan Administrator. A designated Plan Administrator
may resign by delivering a written notice of 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 alternative Plan
Administrator is designated, the Employer is the Plan Administrator.



 


		(d)	Employer responsibilities. If the Employer designates an alternative Plan Administrator,
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.



 


		(e)	Indemnification of Plan Administrator. The Employer will indemnify, defend and hold
harmless the Plan Administrator (including the individual members of any administrative committee appointed by the Employer to
handle administrative functions of the Plan or any Employees who have administrative responsibility for the Plan) with respect
to any liability, loss, damage or expense resulting from any act or omission (except willful misconduct or gross negligence) in
their official capacities in the administration of this Trust or Plan, including attorney, accountant and advisory fees and all
other expenses reasonably incurred in their defense. The indemnification provisions of this Section do not relieve any person from
any liability under ERISA for breach of a fiduciary duty. Furthermore, the Employer may execute a written agreement further delineating
the indemnification agreement of this Section, provided the agreement is consistent with and does not violate ERISA.



 


		11.03	Named Fiduciary. The Plan Administrator
is the Named Fiduciary for the Plan, unless the Plan Administrator specifically names another person or persons as Named Fiduciary
and the designated person accepts its responsibilities as Named Fiduciary in writing. The Plan must always have at least one Named
Fiduciary.



 


		11.04	Duties, Powers and Responsibilities 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. If 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. Unless an interpretation
or decision is determined to be arbitrary and capricious, the Plan Administrator will not be held liable for any interpretation
of the Plan terms or decision regarding the application of a Plan provision.



 


		(a)	Delegation of duties, powers and responsibilities. The Plan Administrator may
delegate its duties, powers or responsibilities to one or more persons. Such delegation must be in writing and accepted by the
person or persons receiving the delegation. The Employer must agree to such delegation by an alternative Plan Administrator.



 


		(b)	Specific Plan Administrator responsibilities. 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:






 






    
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		(1)	To interpret and enforce the provisions of the Plan, including those related to Plan eligibility,
vesting and benefits;



 


		(2)	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;



 


		(3)	To develop separate procedures (if necessary) consistent with the terms of the Plan to assist
in the administration of the Plan, including the adoption of a separate or modified loan policy (see Section 13), procedures for
direction of investment by Participants (see Section 10.07), procedures for determining whether domestic relations orders are QDROs
(see Section 11.06), and procedures for the determination of investment earnings to be allocated to Participants’ Accounts
(see Section 10.03(d));



 


		(4)	To maintain all records necessary 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);



 


		(6)	To provide information relating to Plan Participants
and Beneficiaries;



 


		(7)	To retain the services of other persons, including investment managers, attorneys, consultants,
advisers and others, to assist in the administration of the Plan;



 


		(8)	To review and decide on claims for benefits under
the Plan;



 


		(9)	To correct any defect or error in the operation 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 Salary Deferrals
and/or After-Tax Employee 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 6.01(c) and 6.02(c).



 


		11.05	Plan Administration Expenses.



 


		(a)	Reasonable 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, but are not limited to, 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). 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.



 


		(b)	Plan expense allocation. The Plan Administrator
will allocate plan expenses among the accounts of Plan Participants. The Plan Administrator has authority to allocate these expenses
either proportionally based on the value of the Account Balances or pro rata based on the number of Participants in the Plan.
The Plan Administrator will determine the proper method for allocating expenses in accordance with such reasonable nondiscriminatory
rules as the Plan Administrator deems appropriate under the circumstances. Unless the Plan Administrator decides otherwise, the
following expenses will be allocated to the Participant’s Account relative to which the expense is incurred: distribution
expenses, including those relating to lump sums, installments, QDROs, hardship, in-service and required minimum distributions;
loan expenses; participant direction expenses, including brokerage fees; and benefit calculations.



 


		(c)	Expenses related to administration of former Employee or surviving Spouse. If the
Plan is making distributions to a former Employee or surviving Spouse, the Plan may charge reasonable Plan administrative expenses
to the Account of that former Employee or surviving Spouse, but only if the administrative expenses are on a pro rata basis. Under
the pro rata basis, the expenses are based on the amount in each account of a former Employee or surviving Spouse receiving benefits
from the Plan. The Plan Administrator may use another reasonable basis for charging the expenses, provided it complies with the
requirements of Title I of ERISA. In any event, the allocation of plan expenses must meet the nondiscrimination rules of Code §401(a)(4).






 






    
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		(d)	ERISA Spending Account. The Employer may maintain an ERISA Spending Account to
hold certain miscellaneous amounts that are remitted to the Plan. Any amounts allocated to the ERISA Spending Account will be applied
to pay reasonable Plan expenses no later than the end of the Plan Year following the Plan Year in which such amounts were allocated
to the ERISA Spending Account and, unless elected otherwise under AA §11-9 of the Nonstandardized Plan Adoption Agreement,
any remaining amounts held in the ERISA Spending Account will be allocated to Participants as an allocation of earnings for the
Plan Year. Such excess amounts held under the ERISA Spending Account may be allocated in a reasonable manner. For example, such
excess amounts may be allocated to all Participants under the Plan prorata on the basis of Account Balances or under any other
reasonable method.



 


		11.06	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)	Definitions related to Qualified Domestic Relations
Orders (QDROs).



 


		(1)	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 11.06.



 


		(2)	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).



 


		(3)	Alternate Payee. An Alternate Payee
must be a Spouse, former Spouse, child, or other dependent of a Participant.



 


		(c)	Recognition as a QDRO. To be a QDRO, an order must be a domestic relations
order (as defined in subsection (b)(2) above) 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.



 


Effective April 6, 2007, a domestic relations
order otherwise meeting the requirements to be a QDRO shall not fail to be treated as a QDRO solely because:


 


		(1)	the order is issued after, or revises, another domestic
relations order or QDRO; or



 


		(2)	of the time at which the order is issued, including
orders issued after the death of the Participant.



 


Any QDRO described in this Section 11.06 shall be
subject to the same requirements and protections which apply to QDROs under Code §414(p)(7).


 


		(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);






 






    
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		(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)	Fee for QDRO determination. The Plan
Administrator may 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 subsection (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 below.



 


		(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 contain the information described in subsection (d). 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.






 






    
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		(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. Except as designated otherwise under this subsection
(v), 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. In determining the
rights of an Alternate Payee, unless designated otherwise under AA §C-4 of the Nonstandardized Plan Adoption Agreement, the
following rules apply:



 


		(A)	Loans.  An Alternate Payee is not permitted
to take a loan from the Plan.



 


		(B)	Death benefits. If an Alternate Payee dies prior to receiving the entire amount
designated under the QDRO, such benefits will be paid in accordance with Section 8.08, treating the Alternate Payee as the Beneficiary.
If the Alternate Payee dies without a designated Beneficiary, the benefits will be paid to the Alternate Payee’s estate.
Any death benefit will be paid in a single sum as soon as administratively feasible after the Alternate Payee’s death.



 


		(C)	Direction of investments. An Alternate
Payee has the right to direct the investment of the portion of the Participant’s benefit that is segregated for the Alternate
Payee’s benefit pursuant to a QDRO in the same manner as the Participant.



 


		(D)	Voting rights. An Alternate Payee has the right to exercise any voting rights in
the same manner as the Participant under Section 12.04.



 


		11.07	Claims Procedure. The Plan Administrator
shall establish a procedure for benefit claims consistent with the requirements of ERISA Reg. §2560.503-1. Unless provided
otherwise in a separate claims procedure, the provisions of this Section 11.07 will apply for purposes of reviewing benefit claims.
To the extent any of the time periods specified in this Section 11.07 are amended by law or Department of Labor regulations, the
time frames specified herein shall automatically be changed in accordance with such law or regulation.



 


Upon receipt of a written claim for Plan benefits,
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. The Plan Administrator will review the claim and provide written notification of its decision in
accordance with the guidelines under this Section 11.07.


 


		(a)	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 (45 days for claims involving disability benefits) after the claim was filed. If special circumstances
require an extension to process the claim, the Plan Administrator may have an additional period of up to 90 days (30 days for claims
involving disability benefits) provided the Plan Administrator provides the claimant with written notice of the extension prior
to the termination of the initial 90-day period (45-day period for disability benefits). The notice of extension must indicate
the special circumstances requiring an extension of time and the date by which the plan expects to render the benefit determination.
(For claims involving disability benefits, the 30-day extension period may be extended an additional 30 days if the Plan Administrator
determines that a decision cannot be rendered within that extension period. The Plan Administrator must provide the claimant with
an additional extension notice prior to the expiration of the first 30-day extension period.






 






    
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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.


 


		(b)	Review procedure. A claimant will be provided a reasonable opportunity to have a
full and fair review of a denied claim. A claimant may submit a written request for review of the claim for benefits within sixty
(60) days after receiving the written notification of the Plan Administrator’s decision with respect to the claim. A claimant
may submit written comments, documents, records, and other information relating to the claim for benefits. In addition, a claimant
may be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information
relevant to the claimant's claim for benefits. The Plan Administrator will review the claimant’s request, taking into account
all comments, documents, records, and other information submitted by the claimant relating to the claim.



 


		(c)	Decision following review. The Plan Administrator will provide a written decision
upon review of a denied claim within a reasonable period of time after the claimant requests a review of the claim. The Plan Administrator
must respond in writing within 60 days (45 days if the claim involves disability benefits) of the date the claimant submitted the
review application, unless special circumstances exist (such as the need for a hearing). If special circumstances require an extension
of the notification period, the Plan Administrator may extend the above period for an additional 60 days (45 days if the claim
involves disability benefits), provided the Plan Administrator notifies the claimant of the extension with an explanation of the
special circumstances requiring the extension and the date by which the Plan Administrator expects to render a decision.



 


If the claim for benefits is denied upon review,
the Plan Administrator will provide the claimant a written notice setting forth:


 


		(1)	the specific reason(s) for denial of the claim;



 


		(2)	the specific Plan provisions upon which the denial
is based;



 


		(3)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and



 


		(4)	a statement of the claimant’s right to bring
a civil action under ERISA §502(a).



 


		(d)	Final review. If the Plan Administrator makes a final written determination denying
a Participant's or Beneficiary's benefit claim, the Participant or Beneficiary may commence legal or equitable action with respect
to the denied claim upon completion of the claims procedures under this Section 11.07. Any legal or equitable action must be commenced
no later than the earlier of:



 


		(1)	180 days following the date of the final determination
or



 


		(2)	three years following the proof of loss.



 


If a claimant fails to commence legal or equitable
action with respect to the denied claim within the above timeframe, the claimant will be deemed to have accepted the Plan Administrator’s
final decision with respect to the claim for benefits.


 


		11.08	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 AA §8-3(b) of the Nonstandardized Plan Adoption Agreement or Standardized Profit
Sharing/401(k) Plan Adoption 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 Computation Period will be determined on the basis of the
Plan’s normal Plan Year, without regard to the initial short Plan Year.


 






    
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		(b)	If Employer Contributions are allocated for a Short Plan Year, any allocation condition under
AA §6-5 or AA §6B-7 (under the Profit Sharing/401(k) Plan Adoption Agreement) that requires a 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 under the special rules in AA §6-5 or AA §6B-7, as applicable.



 


		(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 Limit, as defined in Section 1.25,
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. (See Section 6.04(l)(1) for special rules that apply for the first year of
a Safe Harbor 401(k) Plan.)



 


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.


 


		11.09	Special Distribution and Loan Rules for Participants
Affected by Hurricanes Katrina, Rita, And Wilma.



 


		(a)	In general. This Section 11.09 sets forth the provisions of Section 1400Q of the
Gulf Opportunity Zone Act of 2005 relating to distributions and loans made to Participants residing in areas affected by Hurricanes
Katrina, Rita and Wilma. The provisions of this Section 11.09 will apply only to the extent a distribution or loan has been made
to a qualified individual pursuant to the provisions of this Section 11.09. If the Plan does not operationally apply the rules
under this Section 11.09, such provisions do not apply to the Plan. To the extent this Section 11.09 applies to the Plan, the provisions
of this Section 11.09 supersede any inconsistent provisions of the Plan or loan program.



 


		(b)	Tax-favored withdrawals of Qualified Hurricane
Distributions.



 


		(1)	Eligibility for Qualified Hurricane Distribution. A Qualified Individual may take
a Qualified Hurricane Distribution without regard to any distribution restrictions otherwise applicable under the Plan. A Qualified
Hurricane Distribution is not subject to the early distribution penalty under Code §72(t).



 


		(i)	Definition of Qualified Hurricane Distribution. A Qualified Hurricane Distribution
is a distribution to a qualified individual as described in Code §1400Q(a)(4)(A).



 


		(ii)	Limit on amount of Qualified Hurricane Distributions.
The aggregate amount of Qualified Hurricane Distributions received by an individual for any taxable year (from all plans
maintained by the Employer and any member of a controlled group which includes the Employer) may not exceed the excess (if any)
of $100,000, over the aggregate amounts treated as Qualified Hurricane Distributions received by such individual for all prior
taxable years.



 


		(2)	Income inclusion spread over 3-year period. Unless a qualified individual elects
not to have this paragraph apply for any taxable year, a Qualified Hurricane Distribution is not required to be included in gross
income for the taxable year of distribution but shall be included in gross income ratably over the 3-taxable year period beginning
with the taxable year of the distribution.



 


		(3)	Repayment of Qualified Hurricane Distribution. A Participant who received a Qualified
Hurricane Distribution from the Plan or another eligible retirement plan (as defined in Code §402(c)(8)(B)) may, at any time
during the 3-year period beginning on the day after the receipt of such distribution, make one or more rollover contributions to
the Plan in an aggregate amount that does not exceed the amount of such Qualified Hurricane Distribution. This subsection (3) only
applies if the Plan permits rollover contributions.



 


		(c)	Recontributions of qualified hardship distributions. A Participant who received
a qualified hardship distribution (as described in Code §1400Q(b)(2)), may make one or more rollover contributions to the
Plan during the applicable period (as described in Code §1400Q(b)(3)),
in an aggregate amount not to exceed the amount of such qualified hardship distribution. This subsection (c) only applies if the
Plan permits rollover contributions.



 






    
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		(d)	Special loan rules.



 


		(1)	Increased Participant loan limits. Notwithstanding the Participant loan limitations
under the Plan, for purposes of determining the maximum amount of a Participant loan for a qualified individual (as defined in
Code §1400Q(c)(3)) during the applicable period
(described in Code §1400Q(c)(4)), the loan limits under Section 13.03 of the Plan shall be applied by substituting “$100,000”
for “$50,000” under Section 13.03(a) and “the Participant’s vested Account Balance” for “one-half
(1⁄2) of the Participant’s vested Account Balance” under Section 13.03(b).



 


		(2)	Delayed loan repayment date. If a qualified individual has an outstanding Participant
loan on or after the Qualified Beginning Date described below, and the due date for repayment of such loan occurs during the period
beginning on the qualified beginning date (as defined in Code §1400Q(c)(4)) and ending on December 31, 2006:



 


		(i)	the due date for repayment of the Participant loan
shall be delayed for 1 year;



 


		(ii)	any subsequent repayments with respect to such loan
shall be appropriately adjusted to reflect the delay in the due date under subsection (i) and any interest accruing during such
delay; and



 


		(iii)	in determining the 5-year period and the term of the
loan under Section 13.07 of the Plan, the 1-year delay period described in subsection (i) shall be disregarded.



 


		11.10	Requirements Under Emergency Economic Stabilization
Act of 2008 (EESA). This Section 11.10 sets forth the provisions under the Emergency Economic Stabilization Act of 2008
(EESA) relating to Qualified Disaster Recovery Assistance Distributions made to Participants residing in a federally declared
Midwestern disaster area between May 20, 2008 and August 1, 2008. The provisions of this Section 11.10 will apply only to the
extent a distribution or loan has been made to a Qualified Individual pursuant to the provisions of this Section 11.10. If the
Plan does not operationally apply the rules under this Section 11.10, such provisions do not apply to the Plan. To the extent
this Section 11.10 applies to the Plan, the provisions of this Amendment supersede any inconsistent provisions of the Plan or
loan program.



 


		(a)	Tax-favored withdrawals of Qualified Disaster
Recovery Assistance Distributions.



 


		(1)	Eligibility for Qualified Disaster Recovery Assistance Distributions. A Qualified
Individual may take a Qualified Disaster Recovery Assistance Distribution without regard to any distribution restrictions otherwise
applicable under the Plan. A Qualified Disaster Recovery Assistance Distribution is not subject to the early distribution penalty
under Code §72(t).



 


		(i)	Definition of Qualified Disaster Recovery Assistance Distributions. A Qualified Disaster
Recovery Assistance Distribution is a hardship distribution, in-service distribution or a loan that is made to a Qualified Individual
on or after a presidentially-declared disaster date (the applicable disaster date), and before January 1, 2010.



 


		(ii)	Definition of Qualified Individual.
A Qualified Individual is an individual whose principal residence on the applicable disaster date was located in a Midwestern
Disaster Area and who suffered an economic loss due to severe storms, flooding or tornadoes.



 


		(iii)	Limit on amount of Qualified Disaster Recovery
Assistance Distributions. The aggregate amount of Qualified Disaster Recovery Assistance Distributions received by an
individual for any taxable year (from all plans maintained by the Employer and any member of a controlled group which includes
the Employer) may not exceed the excess (if any) of $100,000, over the aggregate amounts treated as Qualified Disaster Recovery
Assistance Distributions received by such individual for all prior taxable years.



 


		(2)	Income inclusion spread over 3-year period. Unless a Qualified Individual elects
not to have this paragraph apply for any taxable year, a Qualified Disaster Recovery Assistance Distribution is not required to
be included in gross income for the taxable year of distribution but shall be included in gross income ratably over the 3- taxable
year period beginning with the taxable year of the distribution.



 


		(3)	Repayment of Qualified Disaster Recovery Assistance
Distributions. A Participant who received a Qualified Disaster Recovery Assistance Distribution from the Plan or another
eligible retirement plan (as defined in Code §402(c)(8)(B)) may, at any time during the 3-year period beginning on the day
after the receipt of such distribution, make one or more rollover contributions to the Plan in an aggregate amount that does not
exceed the amount of such Qualified Disaster Recovery Assistance Distribution. This subsection (3) only applies if the Plan permits
rollover contributions.






 






    
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		(b)	Recontributions of Qualified Hardship Distributions. A Participant who received
a qualified hardship distribution to purchase a home in the Midwest disaster area within six months of the applicable disaster
date and the home was not purchased due to the disaster, may recontribute such distributions to the Plan (or an IRA) no later than
March 3, 2009. This subsection (b) only applies if the Plan permits rollover contributions.



 


		(c)	Special loan rules.



 


		(1)	Increased Participant loan limits. Notwithstanding the Participant loan
                                                                    limitations under the Plan, for purposes of determining the maximum amount of a Participant loan for a Qualified Individual
                                                                    (as defined in subsection (a)(1)(ii) above) during the period from October 3, 2008 through December 31, 2009, the loan limits
                                                                    under Section 13.03 of the Plan shall be applied by substituting “$100,000” for “$50,000” under
                                                                    Section 13.03(a) and “the Participant’s
vested Account Balance” for “one-half (1⁄2) of the Participant’s vested Account Balance” under
Section 13.03(b).



 


		(2)	Delayed loan repayment date. If a Qualified Individual has an outstanding Participant
loan on or after the applicable disaster date and before January 1, 2010:



 


		(i)	the due date for repayment of the Participant loan
shall be delayed for 1 year;



 


		(ii)	any subsequent repayments with respect to such loan
shall be appropriately adjusted to reflect the delay in the due date under subsection (i) and any interest accruing during such
delay; and



 


		(iii)	in determining the 5-year period and the term of the
loan under Section 13.07, the 1-year delay period described in subsection (i) shall be disregarded.






 






    
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SECTION 12


TRUST PROVISIONS


 


		12.01	Establishment of Trust. In conjunction
with the establishment of this Plan, the Employer and the Trustee agree to establish and maintain a domestic Trust in the United
States consisting of such sums as shall from time to time be paid to the Trustee under the Plan and such earnings, income and
appreciation as may accrue thereon. The Trustee shall carry out the duties and responsibilities herein specified, but shall be
under no duty to determine whether the amount of any contribution by the Employer or any Participant is in accordance with the
terms of the Plan.



 


The Trust shall be held, invested,
reinvested and administered by the Trustee in accordance with the terms of the Plan and this Agreement solely in the interest
of Participants and their Beneficiaries and for the exclusive purpose of providing benefits to Participants and their
Beneficiaries and defraying reasonable expenses of administering the Plan. Except as provided in Section 15.02, no assets of
the Plan shall inure to the benefit of the Employer.


 


		12.02	Types of Trustees. The Trustee identified
in the Trustee Declaration page under the Adoption Agreement shall act either as a Directed Trustee or as a Discretionary Trustee,
as designated on the Trustee Declaration page.



 


		(a)	Directed Trustee. A Directed Trustee is subject to the direction of the Plan Administrator,
the Employer, a properly appointed investment manager, a Named Fiduciary, or Plan Participant. A Directed Trustee does not have
any discretionary authority with respect to the investment of Plan assets. In addition, a Directed 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.



 


		(1)	Delegation of powers. The Directed 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.



 


		(2)	Direction of Trustee. 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 10.07 for a discussion of the Trustee’s responsibilities
with regard to Participant directed investments.)



 


		(3)	Restriction on Trustee. The Employer may direct the Directed Trustee to
                                                                    invest in any media in which the Trustee may invest, as described in Section 12.03(b). 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.



 


		(b)	Discretionary Trustee. A Discretionary 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 10.07 for a discussion of the Trustee’s
responsibilities with regard to Participant-directed investments.)



 


		12.03	Responsibilities of the Trustee. In
addition to the powers, rights and responsibilities enumerated under this Section, the Trustee has all powers necessary to carry
out its duties in a prudent manner. The Trustee’s powers, rights and responsibilities may be modified, 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 or Employer. Such binding document must designate the Trustee’s responsibilities with respect
to the Plan. A separate trust agreement, investment policy, funding agreement, or other binding document 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 responsibility 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.






 






    
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		(a)	Responsibilities regarding administration of
Trust.



 


		(1)	The Trustee, the Employer and the Plan Administrator shall each discharge their assigned duties
and responsibilities under this Agreement and the Plan solely in the interest of Participants and their Beneficiaries in the following
manner:



 


		(i)	for the exclusive purpose
of providing benefits to Participants and their Beneficiaries and defraying reasonable expenses of administering the Plan;



 


		(ii)	with the care, skill,
prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and with like aims;



 


		(iii)	by diversifying the
available investments under the Plan so as to minimize the risk of large losses, unless under the circumstances it is clearly
prudent not to do so; and



 


		(iv)	in accordance with the
provisions of the Plan insofar as they are consistent with the provisions of ERISA.   (2) The Trustee will receive all contributions,
earnings and other amounts made to and under the terms of the Plan. The Trustee is not obligated in any manner to ensure that
such amounts are correct in amount or that such amounts comply with the terms of the Plan, the Code or ERISA.  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.



 


		(3)	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.



 


		(4)	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.



 


		(5)	The Trustee shall keep
full and accurate accounts of all receipts, investments, disbursements and other transactions hereunder, including such specific
records as may be agreed upon in writing between the Employer and the Trustee.  All such accounts, books and records shall
be open to inspection and audit at all reasonable times by any authorized representative of the Trustee or the Plan Administrator.
  A Participant may examine only those individual account records pertaining directly to him.



 


		(6)	Except as provided in
Section 15.02, at no time prior to the satisfaction of all liabilities with respect to Participants and their Beneficiaries under
the Plan shall any part of the corpus or income of the Fund be used for, or diverted to, purposes other than for the exclusive
benefit of Participants or their Beneficiaries, or for defraying reasonable expenses of administering the Plan.



 


		(b)	Responsibilities
                                         regarding investment of Plan assets.



 


		(1)	The Trustee shall be
responsible for holding the assets of the Trust in accordance with the provisions of this Plan.



 


		(2)	The Trustee may invest
and reinvest, manage and control the Plan assets in a manner that is consistent with the Plan’s funding policy and investment
objectives of the Plan. The Trustee may invest in any investment, as authorized under this subsection (b), 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.



 






    
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		(3)	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. If securities are held on behalf of the Plan in the name of the Trustee’s
nominee, such securities must be held by:



 


		(i)	A
                                         bank or trust company that is subject to supervision by the United States or a State,
                                         or a nominee of such bank or trust company;



 


		(ii)	A
                                         broker or dealer registered under the Securities Exchange Act of 1934, or a nominee of
                                         such broker or dealer; or



 


		(iii)	A
                                         clearing agency as defined in section 3(a)(23) of the Securities Exchange Act of 1934,
                                         or its nominee.



 


		(4)	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.



 


		(5)	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.



 


		(6)	The Trustee may pay expenses out of Plan assets as necessary to administer the Trust and as
authorized under the Plan.



 


		(7)	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.



 


		(8)	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.



 


		(9)	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.



 


		(10)	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 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 12.03.



 


		(11)	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.



 


		(12)	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, as clarified by Revenue Ruling 2004-67. 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. The assets in a group trust may be pooled with the assets of a custodial
account under Code §403(b)(7), a retirement income account under Code §403(b)(9), and Code §401(a)(24) governmental
plans without affecting the tax status of the group trust, subject to the requirements under Rev. Rul. 2011-1 (as modified by Notice
2012-6).



 


		(13)	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.



 






    
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		12.04	Voting and Other Rights Related to Employer
Stock. Unless designated otherwise in a separate investment directive agreed to by the Employer and Trustee, each Participant
or Beneficiary of a deceased Participant (referred to herein collectively as Participant) shall have the right to direct the Trustee
as to the manner of voting and the exercise of all other rights which a shareholder of record has with respect to shares (and
fractional shares) of Employer Stock which have been allocated to the Participant’s separate account including, but not
limited to, the right to sell or retain shares in a public or private tender offer. All shares (and fractional shares) of Employer
Stock for which the Trustee has not received timely Participant directions shall be voted or exercised by the Trustee in the same
proportion as the shares (and fractional shares) of Employer Stock for which the Trustee received timely Participant directions,
except in the case where to do so would be inconsistent with the provisions of Title I of ERISA. All reasonable efforts shall
be made to inform each Participant that shares of Employer Stock for which the Trustee does not receive Participant direction
shall be voted pro rata in proportion to the shares for which the Trustee has received Participant direction.



 


Notwithstanding anything to the contrary, in
the event of a tender offer for Employer Stock, the Trustee shall interpret a Participant’s silence as a direction not to
tender the shares of Employer Stock allocated to the Participant’s separate account and, therefore, the Trustee shall not
tender any shares (or fractional shares) of Employer Stock for which it does not receive timely directions to tender such shares
(or fractional shares) from Participants, except in the case where to do so would be inconsistent with the provisions of Title
I of ERISA. Furthermore, tender offer materials provided to Participants shall specifically inform Participants that the Trustee
shall interpret a Participant’s silence as a direction not to tender the Participant’s shares of Employer Stock.


 


Information relating to
the purchase, holding and sale of securities and the exercise of voting, tender and other similar rights with respect to Employer
Stock by Participants and Beneficiaries shall be maintained in accordance with procedures that are designed to safeguard the confidentiality
of such information, except to the extent necessary to comply with Federal laws or State laws not preempted by ERISA. The Trustee
shall be the fiduciary who is responsible for ensuring that such procedures are sufficient to safeguard the confidentiality of
the information described above, and that such procedures are followed.


 


		12.05	Responsibilities of 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.



 


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 assets transferred to this Plan from another plan.


 


		12.06	Effect of Plan Amendment. 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.



 


		12.07	More than One Trustee. If the Plan has
more than one person acting as Trustee, the Trustees may allocate the Trustee responsibilities by mutual agreement. The Trustees
may agree to make decisions by a majority vote or may permit any one of the Trustees to make any decision, undertake any action
or execute any documents affecting this Trust without the approval of the remaining Trustees. The Trustees may agree to the allocation
of responsibilities in a separate trust agreement or other binding document.



 


		12.08	Annual Valuation. The Plan assets will
be valued at least on an annual basis. The Employer may designate more frequent Valuation Dates under AA §11-1. Notwithstanding
any election under AA §11-1, 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.



 


		12.09	Reporting to Plan Administrator and Employer.
Within 120 days after the end of each Plan Year or within 120 days after its removal or resignation, the Trustee shall
file with the Plan Administrator a written account of the administration of the Trust showing all transactions effected by the
Trustee from the last preceding accounting to the end of such Plan Year or date of removal or resignation. 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 approval of such accounting by
the Plan Administrator, neither the Employer nor the Plan Administrator shall be entitled to any further accounting by the Trustee.
The Plan Administrator may approve such accounting by written notice of approval delivered to the Trustee or by failure to express
objection to such accounting in writing delivered to the Trustee within 90 days from the date on which the accounting is delivered
to the Plan Administrator. 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.



 


		12.10	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 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, 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.



 






    
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		12.11	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 and
Trustee may agree to a longer notification period prior to the resignation of the Trustee 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 or to ensure the Plan is being operated for the exclusive benefit of Participants
and their Beneficiaries. 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. See Section 14.03(c)
for rules regarding the replacement of a Trustee upon merger, liquidation or dissolution of the Employer.



 


		12.12	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.



 


Pursuant to DOL Field Assistance Bulletin
2008-01, the Trustee may be held responsible for the collection of Employer Contributions, Matching Contributions, Salary
Deferrals or other contributions that are required under the terms of the Plan and are not contributed to the Plan on a
timely basis. Such responsibility will not apply to the extent the Trustee is a Directed Trustee with respect to such
contributions pursuant to ERISA §403(a)(1) or to the extent the authority to collect contributions is delegated to an
investment manager pursuant to ERISA §403(a)(2). If no Trustee or investment manager has the responsibility to collect
delinquent contributions, the Named Fiduciary with authority to hire the Trustee may be liable for plan losses due to a
failure to collect contributions. A Trustee (including a Directed Trustee) may have an obligation under ERISA §§404
and 405(a) to take appropriate steps to remedy a situation where the Trustee knows that no party has assumed responsibility
for the collection and monitoring of contributions and that delinquent contributions are going uncollected. In determining
how to discharge this duty to collect contributions, the Trustee may weigh the value of Plan assets involved, the likelihood
of a successful recovery, and the expenses expected to be incurred. Among other factors, the trustee may take into account
the Employer’s solvency in deciding whether to expend Plan assets to pursue a claim. See FAB 2008-01 for a description
of the actions that may be required to remedy a breach of fiduciary duty resulting from the failure to collect delinquent
contributions.


 


		12.13	Liability of Trustee. The duties and
obligations of the Trustee shall be limited to those expressly imposed upon it by this Plan document and Trust or as 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 Plan Administrator and 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.


 






    
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		12.14	Appointment of Custodian. The Employer
or Plan Administrator may appoint a Custodian to hold all or any portion of the Plan assets. A Custodian has the powers, rights
and responsibilities similar to those of 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. The Custodian may designate its acceptance of the responsibilities
and obligations described under this Plan document by executing the Trustee Declaration Page. The Employer also may enter into
a separate agreement with the Custodian. Such separate agreement must be consistent with the responsibilities and obligations
set forth in this Plan document. If there is no Custodian that will be executing the Trustee Declaration, the provisions of the
Trustee Declaration addressing the Custodian (i.e., the Custodian signature provisions) may be removed from the Trustee Declaration
Page.



 


		12.15	Modification of Trust Provisions. The
Employer may amend the administrative trust or custodial provisions under this Plan (such as provisions relating to investments
and the duties of trustees), provided the amended provisions are not in conflict with any other provision of the Plan and do not
cause the plan to fail to qualify under Code §401(a). The Employer may document any amendment modifying the trust or custodial
provisions under this Plan or other overriding language in an Addendum to the Adoption Agreement. If the Employer adopts the Standardized
Profit Sharing/401(k) Plan Adoption Agreement, the Employer may amend the trust or custodial provisions provided such amendment
merely involves the specification of the names of the Plan, Employer, Trustee or Custodian, Plan Administrator and other fiduciaries,
the Trust year, or the name of any pooled Trust in which the Plan will participate.



 


		12.16	Custodial Accounts, Annuity Contracts and Insurance
Contracts. As provided under Code §401(f), a custodial account, an annuity contract or a contract issued by an Insurer
is treated as a qualified trust under the Plan if (i) the custodial account or contract would, except for the fact that it is
not a trust, constitute a qualified trust under Code §401(a) and (ii) in the case of a custodial account the assets thereof
are held by a bank (as defined in Code §408(n)) or another person who demonstrates to the IRS that the manner in which the
assets are held are consistent with the requirements of Code §401(a).



 


No insurance contract will be purchased under
the Plan unless such contract or a separate definite written agreement between the Employer and the Insurer provides that:
(1) no value under contracts providing benefits under the Plan or credits determined by the Insurer (on account of dividends,
earnings, or other experience rating credits, or surrender or cancellation credits) with respect to such contracts may be
paid or returned to the Employer or diverted to or used for other than the exclusive benefit of the Participants or their
Beneficiaries. However, any contribution made by the Employer because of a mistake of fact must be returned to the Employer
within one year of the contribution.


 


If this Plan is funded by individual contracts
that provide a Participant's benefit under the plan, such individual contracts shall constitute the Participant's Account Balance.
If this Plan is funded by group contracts, under the group annuity or group insurance contract, premiums or other consideration
received by the insurance company must be allocated to Participants’ accounts under the Plan.





 






    
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Section 13 – Participant Loans


 


SECTION 13


PARTICIPANT LOANS


 


		13.01	Availability of Participant Loans. The
Employer may elect under Appendix B of the Adoption Agreement to permit Participants to take loans from their vested Account Balance
under the Plan. Participant loans may be treated as a segregated investment on behalf of each individual Participant for whom
the loan is made or may be treated as a general investment of the Plan. If the Employer elects to permit loans under the Plan,
the Employer may elect to use the default loan policy under this Section 13, as modified under Appendix B of the Adoption Agreement,
or an outside loan policy for purposes of administering Participant loans under the Plan. If a separate written loan policy is
adopted, the terms of such separate loan policy will control over the terms of this Plan with respect to the administration of
any Participant loans. Any separate written loan policy must satisfy the requirements under Code §72(p) and the regulations
thereunder.



 


Unless designated otherwise under AA §B-3,
Participant loans under this Section 13 are available to Participants and Beneficiaries who are parties in interest (as defined
in ERISA §3(14)). Unless modified in a separate loan policy, any reference to Participant under this Section is a reference
to a Participant or Beneficiary who is a party in interest.


 


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. The loan will be evidenced by a legally enforceable agreement which specifies the amount and term of the
loan, and the repayment schedule.


 


		13.02	Must be Available in Reasonably Equivalent Manner.
Participant loans must be made available to Participants in a reasonably equivalent manner. Participant loans will not
be made available to Highly Compensated Employees in an amount greater than the amount made available to other Employees. The
Employer may elect under AA §B-8 to limit the availability of Participant loans to specified events. For example, the availability
of Participant loans may be limited to the occurrence of a hardship event as described in Section 8.10(e)(1)(i).



		 	 



		13.03	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.



 


If so elected under AA
 §B-4, a Participant may take a loan equal to the greater of $10,000 or 50% of the Participant's vested Account Balance. However,
if a Participant takes a loan in excess of 50% of the Participant’s vested Account Balance, such loan is still subject to
the adequate security requirements under Section 13.06.


 


In applying the limitations under this Section
13.03, 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.


 


		13.04	Limit on Amount and Number of Loans. Unless
elected otherwise under AA §B-5 and/or AA §B-6, or under a separate written loan policy, 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)	Loan renegotiation. Unless designated otherwise under AA §B-14, a
                                                                      Participant may be permitted to 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 13.05, the adequate security requirement under Section 13.06, and the periodic repayment requirement under
                                                                      Section 13.07) and the renegotiated loan does not exceed the limitations under Section 13.03 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 Section 13.03 above. The availability of renegotiations may be restricted provided the ability
to renegotiate a Participant loan is available on a non-discriminatory basis.



 


		(b)	Participant must be creditworthy. 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 be treated as not creditworthy until such time
as the Participant repays the defaulted loan (with accrued interest). See Section 13.10(b) for rules that apply if
a Participant receives a subsequent loan while a prior defaulted loan is still outstanding.



 






    
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Prototype Defined Contribution Plan 

Section 13 – Participant Loans


 


		13.05	Reasonable Rate of Interest. All Participant
loans will be charged a reasonable rate of interest. 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.
Alternative methods for determining a reasonable rate of interest may be identified under AA §B-7 or under a separate written
loan policy. The interest rate assumptions must be periodically reviewed to ensure the interest rate charged on Participant loans
is reasonable.



 


If a Participant is in military service while
he/she has an outstanding Participant loan, the applicable interest charged on such loan during the period while the Participant
is in military service will not exceed 6% per year provided the Participant provides written notice and a copy of his/her call-up
or extension orders to the Plan Administrator within 180 days following the Participant’s termination or release from military
service. For this purpose, military service is as defined in the Soldier’s and Sailor’s Civil Relief Act of 1940 as
modified by the Servicemembers Civil Relief Act of 2003. The Participant may voluntarily waive this 6% interest limitation and
the Plan Administrator may petition the court to retain the original interest rate if the ability to repay is not affected by the
Participant's activation to military duty.


 


		13.06	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 Participant does not exceed 50% of the Participants vested Account
Balance, determined immediately after the origination of each loan, and if applicable, the spousal consent requirements described
in Section 13.08 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.



		 	 



		13.07	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 may be payable within ten (10) years or
such longer period that is 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)	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’s
pay is insufficient to fully repay the required loan payments. 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.



 


		13.08	Spousal Consent. If this Plan is subject
to the Joint and Survivor Annuity requirements under Section 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 180-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
Account Balance does not exceed $5,000. If the Plan is not subject to the Joint and Survivor Annuity requirements under Section
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.



 






    
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Prototype Defined Contribution Plan 

Section 13 – Participant Loans


 


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.


 


		13.09	Designation of Accounts. A Participant
loan will be treated as a segregated investment on behalf of the individual Participant for whom the loan is made or may be treated
as a general investment of the Plan. Unless designated otherwise under AA §B-15 of the Profit Sharing/401(k) Plan Adoption
Agreement or under a separate loan procedure, loan amounts may be taken from any available contribution source under the Plan.
The Plan Administrator may determine the contribution sources from which a loan is taken or may follow directions of the Participant.
Each payment of principal and interest paid by a Participant on his/her Participant loan shall be credited to the same Participant
Accounts and investment funds within such Accounts from which the loan was taken.



		 	 



		13.10	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. The Employer may apply a shorter
cure period under AA §B-10.



 


		(a)	Offset of defaulted loan. 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 13.06. 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 Sections 8.04 and 9.04, so long as spousal consent was properly obtained at the time of the loan, if required under
Section 13.08). 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.


 


		(1)	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.



 


		(2)	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.



 


		(3)	The post-default accrued interest included in the loan offset is not reported as a taxable distribution
at the time of the offset.



 


		(b)	Subsequent loan following defaulted loan. If a loan is defaulted and has not been
repaid or distributed (e.g., by plan loan offset), any subsequent loan must satisfy the following conditions:



 


		(1)	There must be an arrangement between the Plan, Participant or beneficiary and the Employer, enforceable
under applicable law, under which repayments will be made by payroll withholding. For this purpose, an arrangement will not fail
to be enforceable merely because a party has the right to revoke the arrangement prospectively.



 


		(2)	The Plan receives adequate security from the Participant or beneficiary that is in addition to
the Participant's or beneficiary's accrued benefit under the Plan.



 


If a subsequent loan is made to a Participant
or beneficiary that satisfies the conditions in this subsection (b) and before repayment of the subsequent loan, the conditions
in this subsection are no longer satisfied (e.g., the loan recipient revokes consent to payroll withholding), the second loan will
be treated as a deemed distribution under Code §72(p).


 


A separate loan policy or written modifications
to this loan policy may modify the procedures for determining a loan default.


 


		13.11	Termination of Employment.



 


		(a)	Offset of outstanding loan. Unless elected otherwise under AA §B-12, 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 Sections 8.04 and 9.04, so long as spousal consent
was properly obtained at the time of the loan, if required under Section 13.08), to the extent such Account Balance is available
as security on the loan, pursuant to Section 13.06, and the remaining vested Account Balance will be distributed in accordance
with the distribution provisions under Section 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 8.08. This subsection (a) does not apply to the extent the terminated Participant is a party in
interest as defined in ERISA §3(14).



 






    
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Prototype Defined Contribution Plan 

Section 13 – Participant Loans


 


		(b)	Direct Rollover. Unless elected otherwise under AA §B-13, 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 8.05(a)(1)) 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 13.10.)



 


		13.12	Mergers, Transfers or Direct Rollovers from another
Plan/Change in Loan Record Keeper. Any Participant loan transferred into the Plan as the result of a merger, consolidation,
or plan to plan transfer, or rolled over to the Plan from another plan, shall be administered in accordance with the provisions
of the note reflecting such loan, and shall remain outstanding until repaid in accordance with its terms, except that the Participant
may be permitted to renegotiate the terms of the loan to the extent necessary to ensure the administration of such loan continues
to satisfy the requirements of Code §72(p) and the regulations thereunder. In addition, if there is a change in the person
or persons to whom the record keeping of Participant loans has been delegated, a loan shall continue to be administered in accordance
with the provisions of the note reflecting such loan, and shall remain outstanding until repaid in accordance with its terms,
except that the Participant may be permitted to renegotiate the terms of a loan to the extent necessary to ensure the administration
of the loan after the change in the loan record keeper continues to satisfy the requirements of Code §72(p) and the regulations
thereunder, regardless of any contrary election under AA §B-14.



		 	 



		13.13	Amendment of Plan to Eliminate Participant Loans.
The Plan may be amended at any time to eliminate Participant loans on a prospective basis. However, the elimination of
a Participant loan feature may not result in the acceleration of payment of any existing Participant loans, unless the terms of
the Participant loan permit such acceleration.



 






    
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Prototype Defined Contribution Plan 

Section 14 – Plan Amendments, Termination, Mergers and Transfers


 


SECTION 14


PLAN AMENDMENTS, TERMINATION,
MERGERS AND TRANSFERS


 


		14.01	Plan Amendments.



 


		(a)	Amendment by the Prototype Sponsor. The Prototype Sponsor (as defined in Section
1.105) may amend the Plan on behalf of all adopting Employers, including those Employers who adopt the Plan prior to or after the
amendment, for changes in the Code, regulations, revenue rulings, and other statements published by the Internal Revenue Service,
including model, sample or other required good faith amendments (but only if their adoption will not cause such Plan to be individually
designed), and for corrections of prior approved plans. These amendments will be applied to all Employers who have adopted the
Plan.



 


However, for purposes of reliance on an opinion
or determination letter, the Prototype Sponsor will no longer have the authority to amend the Plan on behalf of any adopting Employer
as of either:


 


		(1)	the date the Employer amends the Plan to incorporate
a type of plan that is not permitted under the Prototype program, as described in section 6.03 of Rev. Proc. 2011-49, or



 


		(2)	the date the IRS notifies the Employer, in accordance with section 24.03 of Rev. Proc. 2011-49,
that the Plan is an individually designed plan due to the nature and extent of Employer amendments to the Plan.



 


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.


 


The Prototype Sponsor will maintain, or have
maintained on its behalf, a record of the Employers that have adopted the Plan, and the Prototype Sponsor will make reasonable
and diligent efforts to ensure that adopting Employers have actually received and are aware of all Plan amendments and that such
Employers adopt new documents when necessary.


 


		(b)	Amendment by the Employer. The Employer shall have the right at any time to amend
the Adoption 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 subsection (b) applies only to the Employer that executes the Employer Signature Page of the
Adoption Agreement. Any amendment to the Plan by the Employer under this subsection (b) also applies to any other Employer that
participates under the Plan as a Participating Employer.)



 


		(1)	The Employer may change any optional selections under
the Adoption Agreement.



 


		(2)	The Employer may add overriding language to the Adoption Agreement when such language is necessary
to satisfy Code §415 or Code §416 because of the required aggregation of multiple plans.



 


		(3)	The Employer may change the administrative selections under Appendix C of the Adoption Agreement
by replacing the appropriate page(s) within the Adoption Agreement. Such amendment does not require reexecution of the Employer
Signature Page of the Adoption Agreement.



 


		(4)	The Employer may amend administrative provisions of the trust or custodial document, including
the name of the Plan, Employer, Trustee or Custodian, Plan Administrator and other fiduciaries, the trust year, and the name of
any pooled trust in which the Plan’s trust will participate.



 


		(5)	The Employer may add certain sample or 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.



 


		(6)	The Employer may add or change provisions permitted under the Plan and/or specify or change
the effective date of a provision as permitted under the Plan.



 


		(7)	The Employer may adopt any amendments that it deems necessary
to satisfy the requirements for resolving qualification failures under the IRS’ compliance resolution programs.



 


		(8)	The Employer may adopt an amendment to cure a coverage or nondiscrimination testing failure,
as permitted under applicable Treasury regulations.



 


		(c)	Method of amendment. An amendment to the Plan may be adopted as a modification
                                                                        to the Adoption Agreement and/or Basic Plan Document or as a separate snap-on amendment. An amendment to the Plan may be
                                                                        adopted as part of a properly executed board resolution. Any such resolution must be executed by the board of directors or a
                                                                        duly authorized officer of the
Employer (if the Employer is a corporation or other similarly organized business entity), by a general partner or member of the
Employer (if the Employer is a partnership or limited liability company), or by a sole proprietor (if the Employer is a sole proprietorship).



 






    
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Prototype Defined Contribution Plan 

Section 14 – Plan Amendments, Termination, Mergers and Transfers


 


		(d)	Reduction of accrued benefit. No amendment to the plan shall be effective to the
extent that it has the effect of reducing a Participant's accrued benefit. Notwithstanding the preceding sentence, a Participant’s
Account Balance may be reduced to the extent permitted under statute (e.g., Code §412(d)(2)), regulations (e.g., Treas. Reg.
 §§1.411(d)-3 and 1.411(d)-4 ), or other IRS guidance of general
applicability. For purposes of this section, a plan amendment includes any changes to the terms of a plan, including changes resulting
from a merger, consolidation, or transfer (as defined in Code §414(l)) or a Plan termination. Allocations of Employer Contributions
and forfeitures will not be discontinued or decreased because of the Participant’s attainment of any age.



 


The rules of this subsection (d) apply to a
Plan amendment that decreases a Participant's benefit, or otherwise places greater restrictions or conditions on a Participant's
right to protected benefits, even if the amendment merely adds a restriction or condition that is permitted under the vesting rules
in Code §411. However, such an amendment does not violate this subsection (d) to the extent it applies with respect to benefits
that accrue after the applicable amendment date. An amendment that satisfies the applicable requirements under DOL Reg. §2530.203-2(c)
relating to Vesting Computation Periods does not fail to satisfy the requirements of this subsection (d) merely because the amendment
changes the Plan's Vesting Computation Period.


 


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 under
AA §11. Failure to identify protected benefits under the Adoption 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.


 


If the Plan is a Profit Sharing Plan or a Profit
Sharing/401(k) Plan, the Employer may eliminate or restrict the ability of a Participant to receive payment of his/her Account
Balance under a particular form of benefit for distributions with annuity starting dates after the date the amendment is adopted
if, after the amendment is effective with respect to the Participant, the Participant has the ability to elect to receive distribution
in the form of a lump sum that is otherwise identical to the optional form of benefit being eliminated or restricted. For this
purpose, a lump sum distribution form is otherwise identical only if the lump sum distribution form is identical in all respects
to the eliminated or restricted optional form of benefit (or would be identical except that it provides greater rights to the participant)
except with respect to the timing of payments after commencement.


 


To the extent the Plan permits Participants to
receive an in-kind distribution of marketable securities (other than Employer securities), the Plan Administrator may require Employees
to receive distributions in the form of cash. In addition, the Plan may be amended to limit in-kind distributions to investments
held in the participant’s Account at the time of the amendment and for which the plan, prior to the amendment, allowed in-kind
distribution. Any such amendment may limit the availability of in-kind distributions to investments that are actually held in a
Participant’s Account at the time of distribution. Thus, the Plan would not have to continue to allow Participants to request
an in-kind distribution after the Participant’s Account no longer holds such investment (either by election of the Participant
or because the plan no longer offers that investment option).


 


		(e)	Amendment of vesting schedule. If the Plan's vesting schedule is amended or
                                                                      the Plan is amended in any way that directly or indirectly affects the computation of a Participant's nonforfeitable
                                                                      percentage, in the case of an Employee who is a Participant as of the later of the date such amendment or change is adopted
                                                                      or the date it becomes effective, the nonforfeitable percentage (determined as of such date) of such Employee's account
                                                                      balance will not be less than the percentage computed under the Plan without regard to such amendment or change. With respect
                                                                      to benefits accrued as of the later of the adoption or effective date
of the amendment, the vested percentage of each Participant will be the greater of the vested percentage under the old vesting
schedule or the vested percentage under the new vesting schedule.



 


		(f)	Effective date of Plan Amendments. If the Plan is restated or amended, such restatement
or amendment is generally effective as of the Effective Date of the restatement or amendment (as designated on the Employer Signature
Page with respect to such amendment), except where the context indicates a reference to an earlier Effective Date. The Employer
may designate special effective dates for individual provisions under the Plan where provided in the Adoption Agreement or under
Appendix A of the Adoption Agreement.



 


		(1)	Retroactive Effective Date. If the Plan is amended retroactively (e.g., to
                                                                        add language required to comply with IRS guidance or law), the provisions of this Plan generally override the provisions of
                                                                        any prior Plan. 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.



 






    
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Prototype Defined Contribution Plan 

Section 14 – Plan Amendments, Termination, Mergers and Transfers


 


		(2)	Retroactive effect of PPA, HEART and WRERA provisions. This Plan is designed to
comply with the Code, regulations, and general guidance applicable to qualified retirement plans, including the provisions of the
Pension Protection Act of 2006 (PPA), the Heroes Earnings Assistance And Relief Tax Act Of 2008 (HEART Act), and the Worker, Retiree,
and Employer Recovery Act of 2008 (WRERA). If this Plan is being restated or amended to comply with the provisions of PPA, HEART
and/or WRERA, the Plan contains special effective dates that apply with respect to such provisions. If the Plan is being restated
within the remedial amendment period for retroactive compliance with the PPA, HEART and WRERA provisions, the special effective
dates for such provisions (as described below) will apply, even if such special effective dates precede the Effective Date of the
restatement designated on the Employer Signature Page of the Adoption Agreement. Thus, if the Plan is being restated or amended
to comply with PPA, HEART and/or WRERA, and the Effective Date of this restatement or amendment is later than the special effective
date applicable to any of the PPA, HEART or WRERA provisions described below, such special effective dates will apply and any prior
plan being replaced by this Plan will be considered to have been timely amended for the PPA, HEART and WRERA provisions.



 


The following provisions contain special effective
dates for purposes of complying with the requirements of PPA, HEART and WRERA:


 


		(i)	Vesting schedules for Employer Contributions.
The faster vesting schedules applicable to Employer Contributions, as described in Section 7.02, are effective for Plan Years
beginning on or after January 1, 2007.



		 	 



		(ii)	Hardship distributions. Section 8.10(e)(5)
of the Plan allows Hardship distributions to be determined with respect to primary beneficiaries. The Employer may elect to apply
this provision under AA §10-3 of the Nonstandardized Plan Adoption Agreement or Standardized Profit Sharing/401(k) Plan Adoption
Agreement.



		 	 



		(iii)	Direct rollovers by non-Spouse beneficiaries.
The provisions allowing for direct rollovers by non- Spouse beneficiaries as described in Section 8.05(c), are effective for distributions
made on or after January 1, 2007.



		 	 



		(iv)	Direct rollover of non-taxable amounts. Effective
for taxable years beginning on or after January 1, 2007, Section 8.05(d) expands the definition of Eligible Rollover Distribution
to include the portion of a distribution that is not includible in gross income.



		 	 



		(v)	Rollovers to Roth IRA. For distributions
occurring on or after January 1, 2008, Section 8.05(e) permits Participants or beneficiaries to rollover a qualified Eligible
Rollover Distribution to a Roth IRA.



		 	 



		(vi)	Distribution notice periods. Effective
for Plan Years beginning on or after January 1, 2007, the period for providing the Code §402(f) rollover notice under Section
8.05(b), the period for providing the consent notice under Section 9.02(c) and the period for providing the notice regarding the
right to defer receipt of a distribution under Section 8.04(c) is increased to 180 days.



		 	 



		(vii)	Content of notice of a Participant’s right
to defer receipt of a distribution. Effective for Plan Years beginning on or after January 1, 2007, Section 8.04(c) requires
the notice relating to a Participant’s right to defer receipt of a distribution must include a description of the consequences
of a Participant’s decision not to defer the receipt of a distribution.



		 	 



		(viii)	Qualified Domestic Relations Orders (QDROs).
Section 11.06(c) of the Plan expands the definition of a QDRO effective April 6, 2007 to include modified orders and orders issued
after the Participant’s death.



		 	 



		(ix)	Diversification requirements for Defined Contribution
Plans invested in Employer Securities. Section 10.06(d) contains diversification rules for Defined Contribution Plans
that provide for the investment of Plan assets in publicly-traded Employer securities. These provisions are effective for Plan
Years beginning on or after January 1, 2007.



 


		(x)	In-service distributions from pension plans. AA §10-1 permits a pension plan
(e.g., a money purchase plan or a plan that holds transferred assets from a money purchase plan), to make an in-service distribution
upon attainment of age 62. This provision is effective for Plan Years beginning on or after January 1, 2007.



 






    
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Prototype Defined Contribution Plan 

Section 14 – Plan Amendments, Termination, Mergers and Transfers


 


		(xi)	Penalty-free withdrawals for individuals called
to active duty. Effective September 11, 2001, Section 8.10(d) expands the distribution provisions applicable to elective
deferrals to include a Qualified Reservist Distribution.



		 	 



		(xii)	Qualified Optional Survivor Annuity (QOSA).
For distributions made in Plan Years beginning on or after January 1, 2008, Section 9.02 allows a Participant (and Spouse) to
elect to receive distribution in the form of a QOSA.



		 	 



		(xiii)	Benefit accruals for Participants on Qualified
Military Service. Section 15.06 of the Plan sets forth the HEART Act provisions addressing Participants on qualified military
leave. These provisions are effective for Plan Years beginning on or after January 1, 2007.



		 	 



		(xiv)	Differential Pay. Effective for years beginning
on or after January 1, 2009, Section 1.142(e) of the Plan permits the Employer to include Differential Pay as Total Compensation
under the Plan.



		 	 



		(xv)	Waiver of Required Minimum Distributions.
Section 8.12(f)(4) allows for the waiver of the Required Minimum Distribution rules for calendar year 2009 as prescribed
under WRERA.



		 	 



		(xvi)	Final 415 regulations. Sections 1.142 and
5.03 contain the provisions required by the final 415 regulations, effective for Limitation Years beginning on or after July 1,
2007.



 


		(3)	Merged plans. Except for retroactive application of the provisions under this subsection
(f), 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 of the Adoption
Agreement.



 


		14.02	Amendment to Correct Coverage or Nondiscrimination
Violation.



 


		(a)	Amendment within correction period under Treas. Reg. §1.401(a)(4)-11(g). If
the Plan fails the minimum coverage test under Code §410(b) or the nondiscrimination requirements under Code §401(a)(4)
for any Plan Year, the Employer may amend the Plan to correct the coverage or nondiscrimination violation within 91⁄2 months
after the end of the Plan Year, as permitted under Treas. Reg. §1.401(a)(4)-11(g). Any such amendment will not be subject
to the general amendment timing requirements under Rev. Proc. 2007-44. Any such amendment may be adopted as a modification of the
Adoption Agreement or as a snap-on amendment as described under Section 14.01(c) and will not affect the Prototype status of the
Plan, provided the amendment does not violate any of the requirements applicable to Prototype plans under Rev. Proc. 2011-49.



 


		(b)	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, the Employer may elect under AA §11-6
of the Nonstandardized Plan Adoption Agreement to apply the Fail-Safe Coverage Provision described in this subsection (b). 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 Employees, under the process described in subsections (2)(i)
through (2)(ii) below, until enough Employees are benefiting under the Plan so that the ratio percentage test of Treasury
Regulation §1.410(b)-2(b)(2) is satisfied.



 


		(1)	Application of Fail-Safe Coverage Provision. 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 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 Matching Contributions and/or After-Tax Employee Contributions), the Employee would receive an
allocation of Matching Contributions by making the necessary contributions or the Employee is eligible to make After-Tax Employee
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 2.03;



 






    
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Prototype Defined Contribution Plan 

Section 14 – Plan Amendments, Termination, Mergers and Transfers


 


		(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.



 


		(2)	Fail-Safe Coverage test. Under the Fail-Safe Coverage Provision, certain Employees
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 Employees are Category 1 Employees or Category 2 Employees.
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).



 


		(i)	Category 1 Employees – 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 first 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
Plan 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.



 


		(ii)	Category 2 Employees - 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 Plan Compensation.



 


		(3)	Special rule for Top Heavy Plans. In applying the Fail-Safe Coverage Provision under
this Section 14.02, if the Plan is a Top-Heavy Plan, the Employer may first eliminate the Hours of Service allocation condition
for all Non-Key Employees who are Nonhighly Compensated Employees, prior to applying the Fail-Safe Coverage Provisions described
above.



 


		14.03	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 Section 7.02. The Plan Administrator
has discretion to determine whether a partial termination has occurred.



 


		(b)	Distribution upon Plan termination. Upon the termination of the Plan, the Plan Administrator
shall direct the distribution of Plan assets to Participants in accordance with the provisions under Section 8. 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. Until all Plan assets have been distributed from the Plan, the
Employer must amend the Plan in order to comply with current laws and regulations and may take any other actions necessary to retain
the qualified status of the Plan.



 


		(1)	General distribution procedures. Upon termination of the Plan, 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 AA §9. No consent is necessary for a distribution of a vested
Account Balance of $5,000 or less. Subject to the provisions of this subsection (b), 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 (as defined in Code §411(d)(6)), 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 AA §9.



 






    
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Prototype Defined Contribution Plan 

Section 14 – Plan Amendments, Termination, Mergers and Transfers


 


		(2)	Special rule for certain Profit Sharing Plans. If this Plan is a Profit Sharing
Plan or Profit Sharing/401(k) Plan, distribution will be made to all Participants in the form of a lump sum, 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 AA §9-1 and
the Employer (or any Related Employer) does not maintain another Defined Contribution Plan (other than an ESOP defined in Code
 §4975(e)(8)) at any time between the termination of the Plan and the distribution. If the Employer (or Related Employer) maintains
another Defined Contribution Plan (other than an ESOP), 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 is required under this subsection (b)).



 


		(3)	Special rules for 401(k) Plans. If this Plan is a Profit Sharing/401(k) Plan, a
distribution of Salary Deferrals, QMACs, QNECs, and Safe Harbor/QACA Safe Harbor Contributions may be distributed in a lump sum
upon Plan termination only if the Employer does not maintain another Defined Contribution Plan (other than an ESOP (as defined
in Code §4975(e)(7) or §409(a)), a SEP (as defined in Code §408(k)), a SIMPLE IRA (as defined in Code §408(p)),
a plan or contract described in Code §403(b) or a plan described in Code §457(b) or (f)), at any time during the period
beginning on the date of termination and ending 12 months after the final distribution of all Plan assets. This subsection (3)
will not apply to restrict distribution upon termination of the Plan if at all times during the 24-month period beginning 12 months
before the Plan termination, fewer than 2% of the Participants under the Profit Sharing/401(k) Plan are eligible under the other
Defined Contribution Plan. This subsection (3) also will not apply to the extent a Participant may take a distribution under another
permissible distribution event.



 


		(4)	Missing Participants. Upon termination of the Plan, if any Participant cannot be
located after a reasonable diligent search (as defined in Section 7.12(c)(1)), the Plan Administrator may make a direct rollover
to an IRA selected by the Plan Administrator. For this purpose, the Plan Administrator will adopt procedures similar to the procedures
required under Section 8.06 for making Automatic Rollovers in applying the provisions under this subsection (4). An Automatic Rollover
under this subsection (4) may be made on behalf of any missing Participant, regardless of the value of his/her vested Account Balance
under the Plan.



 


		(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. If the Plan Administrator or Trustee is still in
existence, the Trustee or Plan Administrator may engage in any actions necessary to complete the termination of the Plan. If
there is no person serving as Trustee or Plan Administrator, another person or entity may be designated to carry out the
termination of the Plan. Such person or entity may be selected in writing by a majority of Participants whose Accounts under
the Plan have not been fully distributed. In the case of a sole proprietor, the executor of the estate of such sole
proprietor may serve as Plan Administrator for purposes of completing the termination of the Plan, unless an alternative
person is designated by a majority of the Participants under the Plan. If no person or entity is designated to terminate the
Plan, a qualified termination administrator (QTA) (or other entity permitted by the IRS or DOL) may terminate the Plan in
accordance with rules promulgated by the IRS and DOL.



 


		(d)	Partial Termination. In determining
whether a Plan has experienced a partial termination as described under Code §411(d)(3), the Plan Administrator will apply
the principals set forth under IRS Revenue Ruling 2007-43.



 


		14.04	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 was entitled to immediately before such merger or consolidation
(had the Plan terminated).



 


If the Employer amends
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.


 


		14.05	Transfer of Assets. The Plan may 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 a 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 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.



 






    
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Prototype Defined Contribution Plan 

Section 14 – Plan Amendments, Termination, Mergers and Transfers


 


The Plan Administrator may refuse to accept a
transfer of assets if the Plan Administrator reasonably believes the transfer (1) is not being made from a proper qualified plan;
(2) could jeopardize the tax-exempt status of the Plan; or (3) 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
a due diligence review with respect to such transfer.


 


		(a)	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 (as defined in Code §411(d)(6)) that applied to such transferred assets under the transferor
plan.



 


		(b)	Application of QJSA requirements. Except in the case of a Qualified Transfer (as
defined in subsection (d)), if the Plan accepts a transfer of assets from another plan which is subject to the Qualified Joint
and Survivor Annuity requirements (as described in Section 9), the amounts transferred to this Plan continue to be subject to the
QJSA requirements. If this Plan is not otherwise subject to the QJSA requirements (as determined under AA §9-2), the QJSA
requirements apply only to the extent the transferred amounts were subject to the Qualified Joint and Survivor Annuity requirements
under the transferor plan. The Employer must maintain such amounts in a separate Transfer Account under this Plan in order to apply
the QJSA rules to such transferred amounts. The Employer may override this default rule by checking AA §9-2(a) of the Nonstandardized
Profit Sharing Plan or Profit Sharing/401(k) Plan Adoption Agreement thereby subjecting the entire Plan to the QJSA requirements.



 


		(c)	Transfers from a Defined Benefit Plan, Money Purchase
Plan or 401(k) Plan.



 


		(1)	Transfer from Defined Benefit Plan. The Plan will not 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 of the Participant’s
protected benefits (as defined under Code §411(d)(6)) under the Defined Benefit Plan.



 


However, the Plan may accept a transfer of assets
from a Defined Benefit Plan maintained by 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). 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.


 


		(2)	Transfer from or conversion of Money Purchase Plan. If this Plan is a Profit Sharing
Plan or a 401(k) Plan and the Plan accepts a transfer or conversion of assets from a money purchase plan (other than as a Qualified
Transfer as defined in subsection (d) below), the amounts transferred or converted (and any gains attributable to such 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, attainment of age
62, 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 accepts a transfer of Salary Deferrals, QMACs, QNECs,
or Safe Harbor/QACA 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. If the Plan accepts a transfer of Roth Deferrals, the Plan must continue to apply the Roth Deferral rules (as described
in Section 3.03(e)) to such transferred Roth Deferrals.



 


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



 






    
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Prototype Defined Contribution Plan 

Section 14 – Plan Amendments, Termination, Mergers and Transfers


 


		(1)	Elective transfer. A plan-to-plan transfer
of a Participant’s benefits from another qualified plan 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 Section 9. The Spouse’s
consent must satisfy the requirements for a Qualified Election under Section 9.04.



		 	 



		(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. 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.



 


		(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 under subsection (1), 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 After-Tax Employee Contributions.



 






    
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Prototype Defined Contribution Plan 

Section 14 – Plan Amendments, Termination, Mergers and Transfers


 


		(ii)	Elimination of protected benefits. If the
Plan accepts a Qualified Transfer under subsection (1), the Plan does not have to protect any protected benefits (defined under
Code §411(d)(6)) 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 14.05 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.



 


		(f)	Transfer of Plan to unrelated Employer. The Employer may not transfer sponsorship
of the Plan to an unrelated employer if the transfer is not in connection with a transfer of business assets or operations from
the Employer to the unrelated employer.



 






    
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Prototype
Defined Contribution Plan 

Section 15 – Miscellaneous


 



SECTION 15


MISCELLANEOUS


 


	15.01	Exclusive Benefit. Plan assets will not
be used for, or diverted to, a purpose other than the exclusive benefit of Participants or their Beneficiaries.



 


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.


 


	15.02	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.



 


	15.03	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 11.06, or any domestic relations
order entered before January 1, 1985.



 


This Section 15.03 shall not preclude the following:


 


(a)       The
enforcement of a Federal tax levy made pursuant to Code §6331.


 


(b)       The
collection by the United States on a judgment resulting from an unpaid tax assessment.


 


(c)       Any
arrangement for the recovery by the plan of overpayments of benefits previously made to a participant.


 


This Section 15.03 shall not apply to an offset
of a Participant’s benefits as a result of a judgment of conviction for a crime involving the Plan, under a civil judgment
brought in connection with a violation (or alleged violation) of ERISA, or pursuant to a settlement agreement as defined in Code
 §401(a)(13)(C).


 


	15.04	Offset of benefits. A Participant's benefits
under the Plan may be offset for an amount the Participant is required to pay because of:



 


(a)       a
judgment resulting from conviction for a crime involving such plan,


 


(b)       a
civil judgment involving ERISA fiduciary rules, or


 


(c)       a
settlement agreement with DOL or PBGC.


 


The judgment, order, decree or settlement
must expressly provide for offset against the Participant's benefit. Where the QJSA rules apply to the Participant's benefit,
the QJSA rules are satisfied even though the offset occurs, but only if the Spouse consents in writing to the offset or an
election to waive the survivor rights are in effect, or the Spouse is ordered or required by the judgment, order, decree, or
settlement to pay an amount to the plan in connection with an ERISA fiduciary violation, or the judgment, order, decree or
settlement retains the Spouse's right to receive the survivor annuity. This exception applies to judgments, orders, and
decrees issued, and settlement agreements entered into, on or after August 5, 1997.


 






    
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Prototype
Defined Contribution Plan 

Section 15 – Miscellaneous


 



	15.05	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.



 


	15.06	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. In determining the amount of contributions under Code
 §414(u), Plan Compensation will be deemed to be the compensation the Employee would have received during the period
while in military service based on the rate of pay the Employee would have received from the Employer but for the absence due
to military leave. If the compensation the Employee would have received during the leave is not reasonably certain, Plan
Compensation will be equal to the Employee’s average compensation from the Employer during the twelve (12) month period
immediately preceding the military leave or, if shorter, the Employee’s actual period of employment with the
Employer.






 


		(a)	Death benefits under qualified military service. In the case of a Participant
who dies while performing qualified military service (as defined in Code §414(u)), the survivors of the Participant are entitled
to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the
Plan as though the Participant resumed and then terminated employment on account of death. This provision is effective with respect
to deaths occurring on or after January 1, 2007.



 


		(b)	Benefit accruals. If elected under AA §11-10 of the Nonstandardized Plan Adoption
Agreement [AA §11-5 of the Standardized Profit Sharing/401(k) Plan Adoption Agreement], for benefit accrual purposes, the
Plan will treat an individual who dies or becomes disabled (as defined under the terms of the Plan) while performing qualified
military service (as defined in Code §414(u)) with respect to the Employer, as if the individual has resumed employment in
accordance with the individual’s reemployment rights under the Uniformed Services Employment and Reemployment Rights Act
(USERRA) on the day preceding death or disability (as the case may be) and terminated employment on the actual date of death or
disability. This provision is effective with respect to deaths and disabilities occurring on or after January 1, 2007.



 


		(1)	This subsection (b) shall apply only if all individuals performing qualified military service
with respect to the Employer maintaining the plan who die or became disabled as a result of performing qualified military service
prior to reemployment by the employer are credited with service and benefits on reasonably equivalent terms.



 


		(2)	The amount of employee contributions and the amount of elective deferrals of an individual treated
as reemployed under this subsection (b) shall be determined on the basis of the individual’s average actual employee contributions
or elective deferrals for the lesser of:



 


(i)       the
12-month period of service with the Employer immediately prior to qualified military service, or


 


(ii)      if service
with the Employer is less than such 12-month period, the actual length of continuous service with the Employer.


 


		(c)	Plan distributions. Notwithstanding the provisions of Section 1.142(e) regarding
the treatment of Differential Pay, an individual shall be treated as having been severed from employment during any period the
individual is performing service in the Uniformed Services for purposes of receiving a Plan distribution under Code §401(k)(2)(B)(i)(I).
If an individual elects to receive a distribution while on military leave, the individual may not make Salary Deferrals or Employee
After-Tax Employee Contributions under the Plan during the 6-month period beginning on the date of the distribution.



 


		(d)	Make-Up Contributions. A Participant who is reemployed following a qualified military
leave shall have the right to make up any Salary Deferrals or After-Tax Employee Contributions to which he/she would have been
entitled but for the fact the Participant was on qualified military leave. The Employer will also make any Employer Contributions
and



 


Matching Contributions the Participant would
have earned during the period of qualified military leave had the Participant remained employed during such period. The Employer
will only be required to make Matching Contributions if the reemployed Participant makes up the underlying contributions that were
eligible for the Matching Contributions.


 






    
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Prototype
Defined Contribution Plan 

Section 15 – Miscellaneous


 



In determining the amount of Make-Up Contributions
a Participant may make under this subsection (d), a Participant will be treated as earning Plan Compensation during the period
the Participant was on qualified military leave equal to:


 


		(1)	the rate of pay the Participant would have received from the Employer during such period had
the Participant not been on qualified military leave, or



 


		(2)	if the Plan Compensation the Participant would have received during such period was not reasonably
certain, the Participant's average Plan Compensation during the 12-month period immediately preceding the qualified military leave
(or the entire period of employment, if shorter).



 


If the Employer is required under this subsection
(d) to make Employer Contributions for a reemployed Participant, the Employer must make such Employer Contributions not later than
90 days after the date of reemployment or the date the Employer Contributions are otherwise due for the year in which the military
service was performed. For Salary Deferrals and After-Tax Employee Contributions, a Participant who is reemployed following a qualified
military leave may make up such contributions during the period beginning on the date of reemployment and ending on the earlier
of the date that is three times the length of the military service period or 5 years from the date of reemployment. Any required
Matching Contributions must be made in the same manner as other Matching Contribution under the Plan following the Participant’s
contribution of the amounts eligible for the Matching Contributions.


 


Any make up
contributions under this subsection (d) are subject to the Code §415 Limitation under Section 5.03 and the Elective
Deferral Dollar Limitation under Section 5.02 for the year for which the make-up contribution would have been made had the
Participant not been on qualified military leave.


 


	15.07	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.



 


	15.08	Use of IRS Compliance Programs. Nothing
in this Plan document should be construed to limit the availability of the IRS’ voluntary compliance programs. 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. For example, the Employer may make a corrective contribution, including a QNEC or QMAC, or may
make corrective distributions form the Plan, to the extent authorized under the IRS’ voluntary compliance programs. If the
Employer's Plan fails to attain or retain qualification, such Plan will no longer participate in this Prototype Plan and will
be considered an individually designed plan.



 


	15.09	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.



 


	15.10	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.



 


	15.11	Use of Electronic Media. The Employer,
Plan Administrator, Trustee and any other designated individual responsible for providing applicable notices or disclosures under
the Plan, and any Participant or beneficiary making an election under the Plan may use telephonic or electronic media to satisfy
any notice requirements required by this Plan. Any use of electronic medium under the Plan must comply with the requirements outlined
in Treas. Reg. §1.401(a)-21 or other general guidance concerning the use of telephonic or electronic media. 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).






 


	15.12	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.



 


	15.13	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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Prototype
Defined Contribution Plan 

Section 16 – Participating Employers


 



SECTION 16


PARTICIPATING EMPLOYERS


 


	16.01	Participation by Participating Employers.
An Employer (other than the Employer that executes the Employer Signature Page of the Adoption Agreement) may elect to participate
under this Plan by executing a Participating Employer Adoption Page under the Adoption Agreement. A Participating Employer (including
a Related Employer defined in Section 1.121) may not contribute to this Plan unless it executes the Participating Employer Adoption
Page. If an unrelated Employer executes a Participating Employer Adoption Page, the Plan will be a Multiple Employer Plan (see
Section 16.07 for special rules applicable to Multiple Employer Plans).



 


	16.02	Participating Employer Adoption Page.



 


		(a)	Application of Plan provisions. By executing a Participating Employer Adoption Page,
a Participating Employer adopts all the provisions of the Plan, including the elective choices made by the signatory Employer under
the Adoption Agreement. The Participating Employer may elect under the Participating Employer Adoption Page to modify the elective
provisions under the Adoption Agreement as they apply to the Participating Employer.



 


	 	(b)	Plan amendments. In addition, unless provided
otherwise under the Participating Employer Adoption Page, a Participating Employer is bound by any amendments made to the Plan
in accordance with Section 14.01.



 


	 	(c)	Trustee designation. The Participating
Employer agrees to use the same Trustee as is designated on the Trustee Declaration under the Agreement, except as provided in
a separate trust agreement.



 


	16.03	Compensation of Related Employers. In applying
the provisions of this Plan, Total Compensation (as defined in Section 1.142) includes amounts earned with a Related
Employer, regardless of whether such Related Employer executes a Participating Employer Adoption Page. The Employer may elect under
AA §5-3(h) of the Nonstandardized Plan Adoption Agreement to exclude amounts earned with a Related Employer that does not
execute a Participating Employer Adoption Page for purposes of determining an Employee’s Plan Compensation.






 


	16.04	Allocation of Contributions and Forfeitures.
Unless selected otherwise under the Participating Employer Adoption Page, any contributions made by a Participating Employer (and
any forfeitures relating to such contributions) will be allocated to all Participants employed by the Employer and Participating
Employers in accordance with the provisions under this Plan. A Participating Employer may elect under the Participating Employer
Adoption Page to allocate its contributions (and forfeitures relating to such contributions) only to the Participants employed
by the Participating Employer making such contributions. If so elected, Employees of the Participating Employer will not share
in an allocation of contributions (or forfeitures relating to such contributions) made by any other Participating Employer (except
in such individual's capacity as an Employee of that other Participating Employer). Thus, for example, a Participating Employer
may make a different discretionary contribution and allocate such contribution only to its Employees. Where contributions are
allocated only to the Employees of a contributing Participating Employer, a separate accounting must be maintained of Employees’
Account Balances attributable to the contributions of a particular Participating Employer. 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 Participants employed by the Participating Employer 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. (See Section 16.07 for special coverage and nondiscrimination testing requirements applicable to Multiple Employer Plans.)






 


	16.05	Discontinuance of Participation by a Participating
Employer. A Participating Employer may discontinue its participation under the Plan at any time. To document a Participating
Employer’s cessation of participation, the following procedures should be followed:



 


		(a)	the Participating Employer should adopt a resolution that formally terminates active participation
in the Plan as of a specified date,



 


		(b)	the Employer that has executed the Employer Signature Page of the Adoption Agreement should
reexecute such page, indicating an amendment by page substitution through the deletion of the Participating Employer Adoption Page
executed by the withdrawing Participating Employer, and



 


		(c)	the withdrawing Participating Employer should provide
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 withdrawing Participating Employer. The portion
of the Plan attributable to the withdrawing Participating Employer may continue as a separate plan, under which benefits may continue
to accrue, through the adoption by the Participating Employer of a successor plan (which may be created through the execution
of a separate Adoption Agreement by the Participating Employer) or by spin-off of the portion of the Plan attributable to such
Participating Employer followed by a merger or transfer into another existing plan, as specified in a merger or transfer agreement.



 






    
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Prototype
Defined Contribution Plan 

Section 16 – Participating Employers


 



	16.06	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 Employer Signature Page under the Adoption
Agreement, and any Related Employer executing a Participating Employer Adoption Page, 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 terminated from employment
if the Employee is employed by any member of the Related Employer group.






 


		(f)	The Code §415 Limitation described in Section 5.03 and the Top Heavy Plan rules described
in Section 4 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.


 


	16.07	Multiple Employer Plans. Regardless of
any election under AA §2-6, if an Employer (other than a Related Employer) executes a Participating Employer Adoption Page
under the Adoption Agreement, the Plan is treated as a Multiple Employer Plan. Treatment of the Plan 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.



 


		(a)	Application of qualification rules to Multiple Employer Plans. If the Plan is a
Multiple Employer Plan, the following qualification rules apply.



 


		(1)	Eligibility requirements. If the Plan is a Multiple Employer Plan, the eligibility
rules under Section 2 are applied as if the Employees of all Employers participating in the Multiple Employer Plan are employed
by a single Employer.



 


		(2)	Vesting rules. If the Plan is a Multiple
Employer Plan, the vesting rules under Section 7 are applied as if the Employees of all Employers participating in the Multiple
Employer Plan are employed by a single Employer.






 


		(3)	Code §415 Limit. If the Employer is a Multiple Employer Plan, the Code §415
Limit under Section 5.03 is applied as if the Employees of all Employers participating in the Multiple Employer Plan are employed
by a single Employer. Thus, if a Participant receives contributions from more than one Employer within the Multiple Employer Plan,
such contributions must be aggregated for purposes of applying the Code §415 Limit. For this purpose, Total Compensation from
all participating Employers may be considered in applying the Code §415 Limit.






 


		(4)	Top Heavy rules. If the Plan is a Multiple Employer Plan, the determination of whether
the Plan is Top Heavy under Section 4 is made separately with respect to each Employer (that is not a Related Employer) that participates
in the Plan, taking into account only the Account Balances of Employees of that Employer. If the Plan is a Top Heavy Plan with
respect to a Participating Employer, the minimum benefit required under Section 4.04 is determined based solely on the
Employees of the Top Heavy Employer. The failure of any Participating Employer to satisfy the Top Heavy requirements for a
particular Plan Year may affect the qualified status of the entire Plan.






 


		(5)	Minimum coverage and nondiscrimination testing. Each Participating Employer (that
is not a Related Employer) that participates in a Multiple Employer Plan must separately satisfy the minimum coverage requirements
under Code §410(b) and the nondiscrimination requirements under Code §401(a)(4) (including the ADP and ACP Tests if the
Plan is a 401(k) Plan) taking into account only Employees of that Employer. The failure of any participating Employer to satisfy
the minimum coverage or nondiscrimination rules for a particular Plan Year may affect the qualified status of the entire Plan.



 





 






    
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Prototype
Defined Contribution Plan 

Section 16 – Participating Employers


 



		(6)	Other rules applicable to Multiple Employer Plans. To the extent not addressed
in this Section 16.07, the rules under Code §413(c) and applicable regulations will apply to a Multiple Employer Plan.



 


		(b)	Definitions that apply to Multiple Employer Plans.



 


		(1)	Lead Employer. The signatory Employer under the Adoption Agreement. See subsection
(c)(2) for rules regarding the ability of the Lead Employer to amend the Plan on behalf of Participating Employers.



 


		(2)	Participating Employer. An Employer which, with the consent of the Lead Employer, executes
a Participating Employer Adoption Page. To the extent permitted by the Lead Employer, a Participating Employer may modify the selections
made by the Lead Employer under the Adoption Agreement. Any modifications made by a Participating Employer may be described as
an attachment to the Participating Employer Signature Page for that Participating Employer.



 


		(3)	Professional Employer Organization (PEO). An organization described in Rev. Proc. 2002-21
and any successor legislation or regulation. If the Lead Employer is a PEO, each Participating Employer is a Client Organization
as defined in Rev. Proc. 2002-21. Any Employee on the PEO's payroll who receives amounts from the PEO for providing services pursuant
to a service agreement between the PEO and the Client Organization shall be deemed to be the Employee of the Client Organization
for whom the Employee performs services, and not of the PEO. Any amounts paid by a PEO to an Employee of a Client Organization
shall be treated as paid by the Client Organization for all purposes under the Plan.



 


		(c)	Special rules for Multiple Employer Plans. The Lead Employer is the Named Fiduciary
and Plan Administrator under the Plan, unless specifically designated otherwise under AA §11-12 of the Nonstandardized Profit
Sharing/401(k) Plan Adoption Agreement or under separate written procedures assigning such responsibilities to another party. The
underlying Participating Employers are co-sponsors of the Multiple Employer Plan.



 


		(1)	Allocation of contributions. Any contributions (and forfeitures relating to such
contributions) made by a Participating Employer will be allocated only to the Participants employed by the Participating Employer
making such contributions. By adopting the Plan, a Participating Employers agrees to make any contributions required under the
Plan to maintain the qualified status of the Plan.



 


If a Participating Employer elects to separately
apply the Safe Harbor 401(k) Plan provisions, such provisions will be applied solely with respect to the Participating Employer
electing Safe Harbor 401(k) status. Thus, Safe Harbor/QACA Safe Harbor Contributions only need to be made for Employees of the
Participating Employer and the Plan of the Participating Employer will qualify as a Safe Harbor 401(k) Plan if it separately satisfies
the requirements for a Safe Harbor 401(k) Plan as described under Section 6.04.


 


		(2)	Amendment of Plan document. The Lead Employer reserves the right to amend the Plan
on behalf of all Participating Employers. Each Employer signing a Participating Employer Signature Page shall be bound by the provisions
in this Plan document and any selections made under the Adoption Agreement, except to the extent the Participating Employer makes
a contrary election under the Adoption Agreement, as set forth under subsection (b)(2) above.



 


		(i)	Plan amendments. The Lead Employer shall be responsible for
ensuring the Plan is updated for any required amendments. Unless provided otherwise under the Participating Employer Signature
Page, a Participating Employer is bound by any amendments made to the Plan by the Lead Employer.



 


		(ii)	Trustee designation. The Participating
Employer agrees to use the same Trustee as is designated on the Trustee Declaration under the Lead Employer Adoption Agreement,
except as provided in a separate trust agreement.



 


		(iii)	Plan termination.  The Lead Employer may
terminate this Plan at any time by delivering to the Trustee and each Participating Employer a written notice of such termination.



 


		(3)	Ability of Lead Employer to Remove Participating Employers. The Lead Employer
may remove any Participating Employer from the Plan if the Participating Employer refuses to correct a qualification defect under
the Plan maintained by such Participating Employer. Upon removal from the Plan, the Participating Employer may continue to maintain
its portion of the Plan as a single-Employer Plan. Upon removal of a Participating Employer, Employees of such terminated
Participating Employer will cease to be eligible to accrue additional benefits under this Plan with respect to Plan Compensation
earned on or after the date of termination.



  






    
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Prototype
Defined Contribution Plan 

Section 16 – Participating Employers


 



The Lead Employer may develop reasonable administrative
procedures outlining the procedures for removing a Participating Employer from the Plan. Such procedures must be provided to each
Participating Employer prior to signing onto the Plan. By adopting this Plan, each Participating Employer authorizes the Lead Employer
to exercise the option to remove a Participating Employer from the Plan in accordance with such administrative procedures. Any
change in the procedures for removing a Participating Employer must be communicated to each Participating Employer under the Plan.


 


Upon removal of a Participating Employer,
the terminated Participating Employer may elect to have the assets associated with Accounts of its Employees to be
transferred to a separate Defined Contribution Plan maintained by the terminated Participating Employer consistent with the
requirements under Code §414(l). If the Participating Employer does not establish a Defined Contribution Plan to accept
the transfer of assets from this Plan, the Lead Employer may establish a new Defined Contribution Plan on behalf of the
Participating Employer to which the assets attributable to the Employees of the terminating Participating Employer may be
transferred consistent with the requirements under Code §414(l). Any new plan established by the Lead Employer will
contain provisions consistent with the selections applicable to the Participating Employer under this Plan. The terminated
Participating Employer will be responsible for designating the Trustee of the new Plan. If no such designation is made, the
Trustee will be the highest ranking officer or representative of the Employer or such other financial institution designated
by the Lead Employer to protect the interests of Plan Participants. Reasonable expenses associated with the establishment of
the new plan may be charged to the Accounts of Participants of the terminated Participating Employer.


 


		(4)	Withdrawal from Plan. Upon thirty (30) days written notice to the other party,
either the Lead Employer or Participating Employer may voluntarily withdraw from the Plan. If a Participating Employer withdraws
from the Plan, the Participating Employer may continue to maintain the Plan as a single-Employer Plan. Plan assets attributable
to the Employees of the Participating Employer will be transferred to the Participating Employer’s Plan, consistent with
the requirements of Code §414(l). No distributions will be permitted from the Plan solely on account of a Participating Employer’s
withdrawal from the Plan. The withdrawing Employer will bear all reasonable costs associated with the withdrawal and transfer of
assets to a new plan. Employees of a withdrawing Employer will cease to be eligible to
accrue additional benefits under this Plan with respect to Plan Compensation earned on or after the date of withdrawal.






 


		(5)	Indemnification of Lead Employer. Each Participating Employer will indemnify and
hold harmless the Plan Administrator, the Lead Employer and its subsidiaries; officers, directors, shareholders, employees, and
agents of the Lead Employer; the Plan; the Trustees, Fiduciaries, Participants and Beneficiaries of the Plan, as well as their
respective successors and assigns, against any cause of action, loss, liability, damage, cost, or expense of any nature whatsoever
(including, but not limited to, attorney's fees and costs, whether or not suit is brought, as well as IRS plan disqualifications,
other sanctions or compliance fees or DOL fiduciary breach sanctions and penalties) arising out of or relating to the Participating
Employer's noncompliance with any of the Plan's terms or requirements; any intentional or negligent act or omission the Participating
Employer commits with regard to the Plan; and any omission or provision of incorrect
information with regard to the Plan which causes the Plan to fail to satisfy the requirements of a tax-qualified plan.






 






    
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Prototype
Defined Contribution Plan 

Section 16 – Participating Employers


 



	16.08	Special Rules for Standardized Plan Adoption Agreement.
If the Employer adopts a Standardized Plan Adoption Agreement, each Related Employer (who has Employees
who may be eligible to participate in the Plan) is required to execute a Participating Employer Adoption Page. If a Related Employer
fails to execute a Participating Employer Adoption Page, the Plan will be treated as an individually-designed plan, except as
provided in subsections (a) and (b) below. A Related Employer will not be treated as a Participating Employer absent the completion
of a Participating Employer Adoption Page by such Related Employer.






 


		(a)	Change in status - new Related Employer. If an Employer becomes a new Related Employer
after the Effective Date of the Adoption Agreement by reason of an acquisition or disposition of stock or assets, a merger, or
similar transaction, the new Related Employer must execute a Participating Employer Adoption Page no later than the end of the
transition period described in Code §410(b)(6)(C). The new Related Employer must become a Participating Employer with respect
to the Plan 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 new Related Employer must become a Participating Employer as of the first day
of the Plan Year beginning after the Employer becomes a Related Employer. If the new Related Employer properly executes a Participating
Employer Adoption Page, the Plan will retain its status as a Prototype Plan and the Employer (including any Participating Employers)
may continue to rely on the Favorable IRS Letter issued to the Prototype Sponsor. If the new Related Employer does not properly
execute a Participating Employer Adoption Page in accordance with the
requirements of this subsection (a), the Plan will be treated as an individually-designed plan for any period of noncompliance.



 


		(b)	Change in status – cessation of Related Employer relationship. If a Related
Employer ceases to be part of a Related Employer group with the Employer that signs the Employer Signature Page, the provisions
of Section 16.05, relating to discontinuance of participation, apply. If the former Related Employer properly withdraws from the
Prototype Plan, as provided in Section 16.05, the Plan will retain its status as a Prototype Plan and the Employer (including any
Participating Employers) may continue to rely on the Favorable IRS Letter issued to the Prototype Sponsor. If the former Related
Employer does not properly withdraw from the Plan, the Plan will be treated as an individually- designed plan for any period of
noncompliance.



 






    
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Prototype
Defined Contribution Plan 

Appendix A: Actuarial Factors


 



APPENDIX
A ACTUARIAL FACTORS


(For use with age-based
contribution formula)


 


Actuarial Factor Table. The
following table sets forth Actuarial Factors based on a testing age of 65, an interest rate of 8.5% and a UP-1984 mortality
table. The Actuarial Factors in this table must be modified if the Employer uses a testing age other than age 65 or selects a
different interest rate or mortality table under the age-based contribution formula. To determine a Participant's Actuarial
Factor, use the factor corresponding to the number of years to the Participant’s testing age. The number of years to
the testing age is determined by counting the number of years from the last day of the current plan year to the last day of
the plan year in which the Participant reaches the testing age. If the Participant has reached the testing age as of the last
day of the current Plan Year, the number of years is 0 for that year and all subsequent years.


 


	Years to Testing
 Age
	 	 	Actuarial
 Factor
	 	 	Years to Testing
 Age
	 	 	Actuarial
 Factor
	 
	0	 	 	 	0.07949	 	 	 	25	 	 	 	0.01034	 
	1	 	 	 	0.07326	 	 	 	26	 	 	 	0.00953	 
	2	 	 	 	0.06752	 	 	 	27	 	 	 	0.00878	 
	3	 	 	 	0.06223	 	 	 	28	 	 	 	0.00810	 
	4	 	 	 	0.05736	 	 	 	29	 	 	 	0.00746	 
	5	 	 	 	0.05286	 	 	 	30	 	 	 	0.00688	 
	6	 	 	 	0.04872	 	 	 	31	 	 	 	0.00634	 
	7	 	 	 	0.04490	 	 	 	32	 	 	 	0.00584	 
	8	 	 	 	0.04139	 	 	 	33	 	 	 	0.00538	 
	9	 	 	 	0.03814	 	 	 	34	 	 	 	0.00496	 
	10	 	 	 	0.03516	 	 	 	35	 	 	 	0.00457	 
	11	 	 	 	0.03240	 	 	 	36	 	 	 	0.00422	 
	12	 	 	 	0.02986	 	 	 	37	 	 	 	0.00389	 
	13	 	 	 	0.02752	 	 	 	38	 	 	 	0.00358	 
	14	 	 	 	0.02537	 	 	 	39	 	 	 	0.00330	 
	15	 	 	 	0.02338	 	 	 	40	 	 	 	0.00304	 
	16	 	 	 	0.02155	 	 	 	41	 	 	 	0.00280	 
	17	 	 	 	0.01986	 	 	 	42	 	 	 	0.00258	 
	18	 	 	 	0.01831	 	 	 	43	 	 	 	0.00238	 
	19	 	 	 	0.01687	 	 	 	44	 	 	 	0.00219	 
	20	 	 	 	0.01555	 	 	 	45	 	 	 	0.00202	 
	21	 	 	 	0.01433	 	 	 	46	 	 	 	0.00186	 
	22	 	 	 	0.01321	 	 	 	47	 	 	 	0.00172	 
	23	 	 	 	0.01217	 	 	 	48	 	 	 	0.00158	 
	24	 	 	 	0.01122	 	 	 	49	 	 	 	0.00146	 



 






    
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Prototype
Defined Contribution Plan 

Appendix B: In-Plan Roth Conversions


 



APPENDIX B


IN-PLAN ROTH CONVERSIONS


 


	B-1.01	In-Plan Roth Conversions. Effective on
or after January 1, 2013, the Employer may elect under AA §IA1-1 of the Nonstandardized Profit Sharing/401(k) Plan Adoption
Agreement to permit In-Plan Roth Conversions under the Plan. For this purpose, an In-Plan Roth Conversion is a conversion of amounts
held in a Participant’s Plan Account, other than a Roth Deferral Account or Roth Rollover Account, into the Participant’s
In-Plan Roth Conversion Account under the Plan, pursuant to Code §402A(c)(4). Any election to make an In-Plan Roth Conversion
during a taxable year may not be changed after the In- Plan Roth Conversion is completed. (For In-Plan Roth Conversions completed
prior to January 1. 2013, a Participant had to be eligible to receive a distribution of the converted amounts at the time of the
In-Plan Roth Conversion. The provisions of this Section B-1.01 do not affect an In-Plan Roth Conversion completed prior to January
1, 2013.)



 


An In-Plan Roth Conversion may be elected by
a Participant, a Spousal beneficiary, or an Alternate Payee who is a Spouse or former Spouse. To the extent the term “Participant”
is used for purposes of determining eligibility to make an In-Plan Roth Conversion, such term will also include a Spousal beneficiary
and an Alternate Payee who is a Spouse or former Spouse.


 


To permit In-Plan Roth Conversions on or after
January 1, 2013, AA §IA1-1(a) of the Nonstandardized Profit Sharing/401(k) Plan Adoption Agreement must be completed. In addition,
the Plan must provide for Roth Deferrals under AA §6A-5(a) as of the date the In-Plan Roth Conversion is permitted under the
Plan. If In-Plan Roth Conversions are not specifically authorized under AA §6A-5(a) of the Nonstandardized Profit Sharing
401(k) Plan Adoption Agreement, Participants may not make an In- Plan Roth Conversion.


 


		(a)	Amounts Eligible for In-Plan Roth Conversion. If permitted under AA §IA1-1
of the Nonstandardized Profit Sharing/401(k) Adoption Agreement, a Participant may convert any portion of his/her vested Account
Balance (other than amounts attributable to Roth Deferrals or Roth Deferral rollovers) to an In-Plan Roth Conversion Account. Unless
elected otherwise under AA §IA1-1(b), a Participant need not be eligible to receive a distribution from the Plan at the time
of the In-Plan Roth Conversion.



 


In addition, an In-Plan
Roth Conversion will not be treated as a distribution for the following purposes:


 


		(1)	Participant loans. A Participant loan directly transferred in an In-Plan
Roth Conversion without changing the repayment schedule is not treated as a new loan. The Employer may elect in AA §IA1-1(d)(3)
to not permit Participant loans to be distributed as part of an In-Plan Roth Conversion.



 


		(2)	Spousal consent. An In-Plan Roth Conversion is not treated as a distribution
                                                                    for purposes of applying the spousal consent requirements under Code §401(a)(11). Thus, a married Plan Participant is
                                                                    not required to obtain spousal consent in connection with an election to make an In-Plan Roth Conversion, even if the Plan is otherwise subject to the spousal consent requirements
under Code §401(a)(11).






 


		(3)	Participant consent. An In-Plan Roth Conversion is not treated as a distribution
for purposes of applying the participant consent requirements under Code §411(a)(11). Thus, amounts that are converted as
part of an In-Plan Roth Conversion continue to be taken into account in determining whether the Participant’s vested Account
Balance exceeds $5,000 for purposes of applying the Involuntary Cash-Out provisions and will not trigger the requirement for a
notice of the Participant’s right to defer receipt of the distribution.



 


		(4)	Protected benefits. An In-Plan Roth Conversion
is not treated as a distribution under Code §411(d)(6)(B)(ii). Thus, a Participant who had a distribution right
(such as a right to an immediate distribution) prior to the In-Plan Roth Conversion cannot have that distribution right eliminated
solely as a result of the election to make an In- Plan Roth Conversion. The Employer may have to maintain separate accounts with
respect to different contribution sources within the In-Plan Roth Conversion Account in order to protect distribution options related
to such different contribution sources.






 


		(5)	Mandatory withholding. An In-Plan Roth
Conversion is not subject to 20% mandatory withholding under Code §3405(c).






 


		(6)	Distribution restrictions. Generally, a distribution will be permitted from the
In-Plan Roth Conversion Account to the extent permitted for regular Roth Deferrals under AA §10-1. However, as described in
subsection (4) above, additional distribution options may need to be protected with respect to specific contribution sources. The
distribution restrictions normally applicable to Roth Deferrals, as described in Section 8.10(c) of the Plan, do not apply to the
extent the conversion is from a contribution source that is not otherwise subject to the distribution restrictions applicable to
Roth Deferrals. In addition, distribution restrictions that otherwise apply with respect to a specific contribution source will
continue to apply if such contribution source is converted to Roth Deferrals. For example, if Safe Harbor Contributions are converted
to Roth Deferrals, such amounts may not be distributed on account of hardship or other event not otherwise
permitted under Section 8.10(c) of the Plan, unless permitted otherwise under IRS guidance.



  






    
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Prototype
Defined Contribution Plan 

Appendix B: In-Plan Roth Conversions


 



		(b)	Effect of In-Plan Roth Conversion. A Participant must include in gross income the
taxable amount of an In-Plan Roth Conversion. For this purpose, the taxable amount of an In-Plan Roth Conversion is the fair market
value of the distribution reduced by any basis in the converted amounts. If the distribution includes Employer securities, the
fair market value includes any net unrealized appreciation within the meaning of Code §402(e)(4). If an outstanding loan is
rolled over as part of an In-Plan Roth Conversion, the amount includible in gross income includes the balance of the loan.



 


Generally, the taxable amount of an In-Plan
Roth Conversion is includible in gross income in the taxable year in which the conversion occurs.


 


		(c)	Application of Early Distribution Penalty under Code §72(t). An In-Plan Roth
Conversion is not subject to the early distribution penalty under Code §72(t) at the time of the conversion. However, if an
amount allocable to the taxable amount of an In-Plan Roth Conversion is subsequently distributed within the 5-taxable-year period
beginning with the first day of the Participant’s taxable year in which the conversion was made, the amount distributed is
treated as includible in gross income for purposes of applying the Code §72(t) early distribution penalty. For this purpose,
the 5- taxable-year period ends on the last day of the Participant’s fifth taxable year in the period. This subsection (c)
will not apply to the extent the distribution is rolled over to a Roth account in another qualified plan or is rolled over to a
Roth IRA. However, the rule under this subsection (c) will apply to any subsequent distributions made from such other Roth account
or Roth IRA within the 5-taxable-year period.



 


		(d)	Contribution Sources. Unless elected otherwise under AA §IA1-1(c), an In-Plan
Roth Conversion may be made from any contribution source under the Plan, other than a Roth Deferral Account or Roth Rollover Account.
The Employer may elect in AA §IA1-1(c) to limit the contribution sources that are eligible for In-Plan Roth Conversion. In
addition, the Employer may elect in AA §IA1-1(d)(1) to limit In-Plan Roth Conversions to contribution accounts that are 100%
vested.



 






    
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