Exhibit 10.20(j)
 Defined Contribution Prototype Plan
 SUNGARD (PPD)
DEFINED CONTRIBUTION PROTOTYPE AND VOLUME SUBMITTER PLAN AND TRUST AGREEMENT
BASIC PLAN DOCUMENT #
 
 ARTICLE I
DEFINITIONS
 Account.
 Account Balance or Accrued Benefit.
 Accounting Date.
 Adoption Agreement.
 (A) Prototype/Standardized Plan or Nonstandardized Plan.
 (B) Volume Submitter Adoption Agreement.
 (C) Participation Agreement.
 Advisory Letter.
 Annuity Contract
 (A) Annuity Starting Date.
 (B) Alternative Annuity.
 (C) Nontransferable Annuity.
 (D) QJSA.
 (E) QPSA
  1




---



##### 



Defined Contribution Prototype Plan
 Appendix.
 Applicable Law.
 Beneficiary.
 Code.
 Compensation.
 (A) Uses and Context.
 (B) Base Definitions and Modifications.
 (1) W-2 Wages
 (2) Code § 3401(a) Wages (income tax wage withholding).
 (3) Code §415 Compensation (current income definition/ simplified compensation under Treas.
Reg. §1.415- 2(d)(10) and Prop. Treas. Reg. §1. 415(c) - 2(d)(2) ).
  (a) Deferred compensation/SEP/SIMPLE.
 (b) Option exercise.
 (c) Sale of option stock.
  2




---



##### 



Defined Contribution Prototype Plan
  (d) Other amounts that receive special tax benefits.
 (e) Other similar items.
 (4) Alternative (general) 415 Compensation.
 (C) Deemed 125 Compensation.
 (D) Elective Deferrals.
 (E) Compensation Dollar Limitation.
 (F) Nondiscrimination.
 (G) Excluded Compensation
 (H) Pre-Entry Compensation.
 (1) Participating Compensation.
 (2) Plan Year Compensation.
 (I) Post-Severance Compensation.
  3




---



##### 



Defined Contribution Prototype Plan
  (1)
    
    Post-Severance Compensation under Proposed 415 Regulations.
 (a) Payment timing 1 2
 (b) Limitation as to type
 (c) Exclusions
 (2) Qualified Military Service.
 (J) Earned Income.
 (K) Deemed Disability Compensation.
 Contribution Types.
 Defined Contribution Plan.
 Defined Benefit Plan.
 Disability.
 (A) Basic Plan Definition
 (B) Alternative Definition.
 (C) Administration.
  4




---



##### 



Defined Contribution Prototype Plan
  Designated IRA Contribution.
 DOL.
 Earnings.
 Effective Date.
 Elective Deferrals.
 (A) Pre-Tax Deferral.
 (B) Roth Deferral.
 (C) Automatic Deferral.
 (D) Catch-Up Deferral.
 Employee.
 (A) Self-Employed Individual.
 (B) Leased Employee.
 (1) Safe Harbor Plan Exception.
 (2) Other Requirements.
 (C) Eligible Employee.
 (D) Excluded Employee.
  5




---



##### 



Defined Contribution Prototype Plan
 (1) Collective Bargaining Employees.
 (2) Nonresident Aliens.
 (3) Reclassified Employees.
 (4) Part-Time/Temporary/Seasonal Employees.
 (E) HCE.
 (1) More than 5% owner.
 (2) Compensation Threshold.
 (3) Compensation Definition
 (4) Top-paid Group and Calendar Year Data.
 (5) Highly compensated former employee.
 (F) NHCE.
 Employee Contribution and DECs.
 Employer.
  6




---



##### 



Defined Contribution Prototype Plan
 (A) Signatory Employer.
 (B) Lead Employer.
 (C) Related Group/Related Employer
 (D) Participating Employer.
 (1) Standardized/Nonstandardized Plan.
 (2) Volume Submitter/Multiple Employer Plan.
 Employer Contribution.
 Entry Date.
 EPCRS.
 ERISA.
 Final 401(k) Regulations Effective Date.
 4 01(k) Plan
 (A) Traditional 401(k) Plan.
 (B) Safe Harbor 401(k) Plan.
 (C) SIMPLE 401(k) Plan.
  7




---



##### 



Defined Contribution Prototype Plan
 4 01(m) Plan.
 Hour of Service
 (i) Paid and duties.
 (ii) Back pay.
 (iii) Payment but no duties.
 (iv) Crediting and computation.
 (A) Method of Crediting Hours of Service.
 (1) Actual Method.
 (2) Equivalency Method.
 (3) Elapsed Time Method.
 (i) Elapsed Time  Break in Service.
 (ii) Elapsed Time  Period of Severance.
 (B) Maternity/Paternity Leave/Family and Medical Leave Act.
  8




---



##### 



Defined Contribution Prototype Plan
  (C) Qualified Military Service.
 IRS.
 Limitation Year.
 Matching Contribution.
 (A) Fixed Matching Contribution.
 (B) Discretionary Matching Contribution.
 (C) QMAC.
 (D) Regular Matching Contribution.
 (E) Basic Matching Contribution.
 (F) Enhanced Matching Contribution.
 (G) Additional Matching Contribution.
 (H) SIMPLE Matching Contribution.
 (I) Safe Harbor Matching Contribution.
 Money Purchase Pension Plan/Money Purchase Pension Contribution.
 Named Fiduciary.
 Nonelective Contribution. .
 (A) Fixed Nonelective Contribution.
 (B) Discretionary Nonelective Contribution.
 (C) QNEC.
 (D) SIMPLE Nonelective Contribution.
  9




---



##### 



Defined Contribution Prototype Plan
 (E) Safe Harbor Nonelective Contribution.
 Opinion Letter
 Participant.
 Plan.
 (A) Multiple Employer Plan (Article XII).
 (B) Frozen Plan.
 Plan Administrator.
 Plan Year.
 Practitioner.
 Predecessor Employer/Predecessor Plan.
 (A) Predecessor Employer.
 (B) Predecessor Plan.
 Prevailing Wage Contract/Contribution.
 Profit Sharing Plan.
 Protected Benefit.
 Prototype Plan/Master Plan (M&P Plan).
 QDRO.
 Qualified Military Service.
 Restated Plan.
 Rollover Contribution.
 Safe Harbor Contribution.
  10




---



##### 



Defined Contribution Prototype Plan
  Salary Reduction Agreement.
 (A) Effective Date.
 (B) Compensation.
 (C) Additional Rules.
 Separation from Service/Severance from Employment.
 Service.
 (A) Related Employer Service.
 (B) Predecessor Employer/Plan Service.
 (C) Elective Service Crediting.
 (D) Standardized Plan.
 SIMPLE Contribution.
 Sponsor.
 Successor Plan.
 Target Benefit Plan/Target Benefit Contribution.
 Taxable Year.
 Transfer.
 Trust.
 Trust Fund.
 Trustee/Custodian.
  11




---



##### 



Defined Contribution Prototype Plan
  Valuation Date.
 Vested.
 USERRA.
 Volume Submitter Plan
  12




---



##### 



Defined Contribution Prototype Plan
 ARTICLE II
ELIGIBILITY AND PARTICIPATION
 ELIGIBILITY
 (A) Maximum Age and Years of Service.
 (B) New Plan.
 (C) Restated Plan.
 (D) Prevailing Wage Contribution.
 (E) Special Eligibility Effective Date (Dual Eligibility).
 APPLICATION OF SERVICE CONDITIONS
 (A) Definition of Year of Service.
 (B) Counting Years of Service.
 (C) Initial and Subsequent Eligibility Computation Periods
 (1) Definition of Eligibility Computation Period.
 (2) Definition of Initial Eligibility Computation Period.
 (3) Definition of Anniversary Year.
 (4) Definitions of Employment Commencement Date/Re-Employment Commencement Date.
 (5) Definition of Subsequent Eligibility Computation Period.
 (D) Entry Date.
  13




---



##### 



Defined Contribution Prototype Plan
 (1) Definition of Entry Date.
 (2) Maximum delay in participation.
 (E) Alternative Service Conditions.
 (1) Vesting requirement.
 (2) One Year of Service maximum for specified Contributions.
 (F) Equivalency or Elapsed Time.
 BREAK IN SERVICE  PARTICIPATION
 (A) Definition of Break in Service.
 (B) Two Year Eligibility
 (C) One Year Hold-Out Rule-Participation
 (1) Completion of one Year of Service.
 (2) Eligibility Computation Period.
 (3) Election to limit application to separated Employees.
 (4) Application to Employee who did not enter.
 (5) No effect on vesting or Earnings.
 (6) No restoration under two year break rule.
 (7) No application to Elective Deferrals in 401(k) Plan.
  14




---



##### 



Defined Contribution Prototype Plan
 (8) USERRA.
 (D) Rule of Parity  Participation.
 PARTICIPATION UPON RE-EMPLOYMENT
 (A) Rehired Participant/ Immediate Re-Entry.
 (B) Rehired Eligible Employee Who Had Satisfied Eligibility
 (C) Rehired Eligible Employee Who Had Not Satisfied Eligibility.
 CHANGE IN EMPLOYMENT STATUS
 (A) Participant Becomes an Excluded Employee.
 (1) Vesting, accrual, Break in Service and Earnings.
 (2) Resumption of Eligible Employee status.
 (B) Excluded Employee Becomes Eligible.
 PARTICIPATION OPT-OUT
 (A) Volume Submitter Plan.
 (B) Prototype Plan.
  15




---



##### 



Defined Contribution Prototype Plan
 ARTICLE III
PLAN CONTRIBUTIONS AND FORFEITURES
 CONTRIBUTION TYPES
 (A) Application of Limits.
 (B) Compensation for Allocations/Limit.
 (C) Allocation Conditions.
 (D) Top-Heavy.
 (E) Net Profit Not Required.
 (F) Form of Contribution.
 (G) Time of Payment of Contribution.
 (H) Return of Employer Contribution.
 (1) Request for contribution return/timing.
 (2) Earnings.
 (3) Evidence.
 (I) Money Purchase Pension and Defined Benefit Plans.
 (J) Frozen Plan.
 ELECTIVE DEFERRALS
 (A) Limitations
  16




---



##### 



Defined Contribution Prototype Plan
  (B) Automatic Deferrals
 (1) Definition of Automatic Deferral.
 (2) Definition of Automatic Deferral Amount/Increases.
 (3) Employees or Participants subject to Automatic Deferral.
 (4) Definition of Contrary Election.
 (5) Effective Date of Contrary Election.
 (6) Automatic Deferral election notice.
 (7) Treatment of Automatic Deferrals/Roth or Pre-Tax.
 (C) Cash or Deferred Arrangement (CODA).
  17




---



##### 



Defined Contribution Prototype Plan
 (D) Catch-Up Deferrals.
 (1) Definition of Catch-Up Eligible Participant.
 (2) Definition of Catch-Up Deferral.
 (3) Limit on Catch-Up Deferrals.
 Year
    
    Non-SIMPLE Plan
    
    SIMPLE Plan2002
    
    $
    1,000
    
    
    $
    5002003
    
    $
    2,000
    
    
    $
    1,0002004
    
    $
    3,000
    
    
    $
    1,5002005
    
    $
    4,000
    
    
    $
    2,0002006
    
    $
    5,000
    
    
    $
    2,500
 (4) Adjustment after 2006.
 (5) Treatment of Catch-Up Deferrals.
 (6) Universal availability.
 (E) Roth Deferrals.
 (1) Treatment of Roth Deferrals.
 (2) Separate accounting.
 (3) No re-classification.
 (F) Elective Deferrals as Employer Contributions.
 MATCHING CONTRIBUTIONS
 (A) Matching Formula: Type, Rate/Amount, Limitations and Time Period
  18




---



##### 



Defined Contribution Prototype Plan
 (1) Fixed Match
 (a) Allocation.
 (2) Discretionary Match.
 (a) Allocation.
 (3) Roth Deferrals.
 (4) Contribution timing.
 (5) Participating Employers.
 (B) Regular Matching Contributions.
 (1) Separate Account.
 (C) QMAC.
 (1) Plan Designated QMAC.
 (2) Operational QMAC.
 (3) Separate Account.
 (D) Matching Catch-Up Deferrals.
  19




---



##### 



Defined Contribution Prototype Plan
  (E) Targeting Limitations.
 NONELECTIVE/ EMPLOYER CONTRIBU-TIONS
 (A) Amount and Type.
 (1) Discretionary Nonelective Contribution
 (2) Fixed Nonelective or other Employer Contributions.
 (3) Prevailing Wage Contribution.
 (4) Participating Employers.
 (B) Method of Allocation.
 (1) Pro rata allocation formula.
 (2) Permitted disparity allocation formula.
 (a) Two-tiered.
 (i) Tier one.
 (ii) Tier two.
 (b) Four-tiered.
  20




---



##### 



Defined Contribution Prototype Plan
 (i) Tier one
 (ii) Tier two.
 (iii) Tier three
 (iv) Tier four.
 (c) Maximum disparity table.
 Integration level %
    
    Applicable % for
    
    Applicable % forof taxable wage base
    
    2-tiered formula
    
    4-tiered formula100%
    
    
    5.7
    %
    
    
    2.7
    %More than 80% but less than 100%
    
    
    5.4
    %
    
    
    2.4
    %More than 20% (but not less than
$10,001) and not more than 80%
    
    
    4.3
    %
    
    
    1.3
    %20% (or $10,000, if greater) or less
    
    
    5.7
    %
    
    
    2.7
    %
 (d) Overall permitted disparity limits
 (i) Annual overall permitted disparity limit
 (ii) Cumulative permitted disparity limit
  (e) Pro-ration of integration level
 (3) Classifications allocation formula.
 (a) Volume Submitter.
  21




---



##### 



Defined Contribution Prototype Plan
  (b) Nonstandardized Plan. ,
 Number of eligible NHCEs
    
    Allocation rates2 or less
    
    
    13-8
    
    
    29-11
    
    
    312-19
    
    
    420-29
    
    
    530 or more
    
    see below
  (4) Super-integrated allocation formula.
 (5) Age-based allocation formula. .
 (a) Definition of Benefit Factor.
 (b) Definition of Actuarial Factor.
 (6) Uniform points allocation formula.
 (7) Incorporation of fixed or Prevailing Wage Contribution formula.
  22




---



##### 



Defined Contribution Prototype Plan
  (8) Target Benefit/Money Purchase allocation formula.
 (C) QNEC.
 (1) Plan Designated QNEC.
 (2) Operational QNEC.
 (3) Reverse QNEC allocation.
 (4) Separate Account.
 (5) Anti-conditioning and targeting.
 (6) Standardized Plan limitation.
 (D) Qualified Replacement Plan.
 SAFE HARBOR 401(k) CONTRIBUTIONS
 (A) Prior Election and Notice/12 Month Plan Year.
 (1) Short Plan Year.
  23




---



##### 



Defined Contribution Prototype Plan
  (B) Effect/Remaining Terms/Testing Status.
 (C) Compensation for Allocation.
 (1) Safe Harbor and Additional Matching allocation.
 (2) Deferral allocation.
 (D) Early Elective Deferrals/Delay of Safe Harbor Contribution.
 (E) Safe Harbor Contributions/ADP Test Safe Harbor.
 (1) Definition of Safe Harbor Contribution.
 (2) Definition of Safe Harbor Nonelective Contribution.
  24




---



##### 



Defined Contribution Prototype Plan
  (3) Definition of Safe Harbor Matching Contribution.
 (4) Definition of Basic Matching Contribution.
 (5) Definition of Enhanced Matching Contribution.
 (6) Time period for computing/contributing Safe Harbor Matching Contribution.
 (a) Computation.
 (b) Contribution deadline
 (7) No allocation conditions.
 (8) NHCEs must receive allocation; further election of allocation group.
 (9) 100% vesting/distribution restrictions.
 (10) Possible application of ACP test.
 (11) Application to other allocations/testing.
 (12) Contribution to another plan.
 (F) Additional Matching Contributions.
 (1) Definition of Additional Matching Contributions.
  25




---



##### 



Defined Contribution Prototype Plan
  (2) Safe harbor or testing.
 (3) Eligibility, vesting, allocation conditions and distributions.
 (4) Time period for computing/contributing Additional Matching Contributions.
 (a) Computation.
 (b) Contribution deadline.
 (G) ACP test safe harbor.
 (1) Amount limitations.
 (2) No partial ACP test safe harbor.
 (3) Employee Contributions.
  26




---



##### 



Defined Contribution Prototype Plan
  (H) Safe Harbor Notice.
 (1) Deemed reasonable notice.
 (2) Mid-year notice/new Participant or Plan.
 (3) Content.
 (4) Election following notice.
 (5) Notice failure.
 (I) Mid-Year Changes in Safe Harbor Status.
 (1) Contingent (maybe) notice and supplemental notice-delayed election of Safe Harbor
Nonelective Contributions.
 (a) Effect on Additional Matching Contributions.
 (2) Exiting safe harbor matching.
  27




---



##### 



Defined Contribution Prototype Plan
  (3) Amendment of non- 401(k) Plan into safe harbor status.
 (4) New Plan/new Employer.
 (5) Plan termination
 (a) Acquisition/disposition or substantial business hardship.
 (b) Other termination.
 ALLOCATION CONDITIONS
 (A) Contributions Not Subject to Allocation Conditions.
 (B) Conditions.
 (1) Hours of Service requirement.
 (a) 1,000 HOS in Plan Year/other HOS requirement.
 (b) 501 HOS/terminees.
 (c) Short Plan Year or allocation period.
  28




---



##### 



Defined Contribution Prototype Plan
  (2) Last day requirement.
 (a) Standardized Plan.
 (b) Nonstandardized or Volume Submitter Plan.
 (C) Time Period.
 (D) Death, Disability or Normal Retirement Age.
 (E) No Other Conditions.
 (F) Suspension of Allocation Conditions in a Nonstandardized or Volume Submitter Plan.
 (1) No average benefit test.
 (2) Methodology.
 (a) Last day
 (b) Latest Separation
 (c) Most Hours of Service (more than 500).
 (3) Appendix B.
 (4) Separate Application to Nonelective and Matching.
  29




---



##### 



Defined Contribution Prototype Plan
  (G) Conditions Apply to Re-Hired Employees.
 FORFEITURE ALLOCATION
 (A) Allocation Method.
 (1) 4 01(k) forfeiture source.
 (a) Attributable to Matching.
 (b) Definition of Associated Matching Contribution.
 (c) Forfeiture or distribution of Associated Match.
 (2) Application of reduce option/excess forfeitures.
 (3) Plan expenses.
 (4) Safe harbor-top-heavy exempt fail-safe.
 (5) No allocation to Elective Deferral Accounts.
 (6) Allocation under classifications
  30




---



##### 



Defined Contribution Prototype Plan
  (B) Timing (forfeiture allocation Plan Year).
 (1) 4 01(k) Plans/allocation timing and re-testing.
 (2) Contribution amount and timing not relevant.
 (C) Administration of Account Pending/Incurring Forfeiture
 (D) Participant Does Not Share in Own Forfeiture.
 (E) Plan Merger.
 ROLLOVER CONTRIBUTIONS
 (A) Policy Regarding Rollover Acceptance.
 (1) Rollover documentation.
 (2) Declination/related expense.
 (B) Limited Testing.
 (C) Pre-Participation Rollovers.
  31




---



##### 



Defined Contribution Prototype Plan
 (D) May Include Employee Contributions and Roth Deferrals.
 EMPLOYEE CONTRIBUTIONS .
 (A Testing.
 (B) Matching.
 SIMPLE 401(k) CONTRIBUTIONS
 (A) Plan Year.
 (B) Eligible Employer.
 (1) Loss of eligible employer status.
 (C) Compensation.
 (D) Participant Elective Deferrals.
 (1) Amount Table.
 Year
    
    Amount2002
    
    $
    7,0002003
    
    $
    8,0002004
    
    $
    9,0002005
    
    $
    10,000
 (2) Catch-Ups
 (3) Election timing.
 (E) Employer SIMPLE 401(k) contributions.
 (1) Definition of SIMPLE Contribution.
  32




---



##### 



Defined Contribution Prototype Plan
  (F) SIMPLE 401(k) notice.
 (G) Application of remaining Plan provisions
 (1) Annual Additions
 (2) No allocation conditions
 (3) No other contributions
 4) Vesting
 (5) No nondiscrimination testing.
 (6) No top-heavy.
 (7) Remaining Plan terms.
 USERRA CONTRIBUTIONS
 (A) Application.
 (B) Employer Contributions.
 (C) Compensation.
 (D) Elective Deferrals/Employee Contributions.
 (E) Matching Contributions.
 (F) Limitations/Testing.
 (G) No Earnings.
 (H) No Forfeitures.
  33




---



##### 



Defined Contribution Prototype Plan
  (I) Allocation Conditions.
 (J) Other Rules.
 DESIGNATED IRA CONTRIBUTIONS
 (A) Effective Date.
 (B) Traditional or Roth IRA
 (C) Account or Annuity.
 (1) Trustee or Custodian
 (2) Additional IRA requirements
 Taxable Year
    
    IRA contribution limit2003
    
    $
    3,0002004
    
    $
    3,0002005
    
    $
    4,0002006
    
    $
    4,0002007
    
    $
    4,0002008 and beyond
    
    $
    5,000
 Taxable year
    
    IRA Catch-Up limit2003
    
    $
    5002004
    
    $
    5002005
    
    $
    5002006 and beyond
    
    $
    1,000
 (3) Not for deposit of SEP or SIMPLE IRA amounts/no Rollover Contributions
 (4) Designated Roth IRA Contributions.
 (a) Contribution Limit.
 (i) General.
 Filing
    
    Full
    
    
    Phase-out
    
    
    NoStatus
    
    Contribution
    
    
    Range
    
    
    ContributionSingle/
Head of Household
    
    $95,000 
or less
    
    $
    95,000-$110,000
    
    
    $110,000 or  moreJoint/Qualifying
Widow(er)
    
    $150,000 
or less
    
    $
    150,000-$160,000
    
    
    $160,000 or moreMarried-Separate
    
    $
    0
    
    
    
    $0-$10,000
    
    
    $10,000 or more
  (ii) Roth and non-Roth IRA contributions.
 (iii) Conversion.
  34




---



##### 



Defined Contribution Prototype Plan
  (b) Modified AGI.
 (c) Compensation.
 (D) Accounting and Investments
 (E) Participant Contribution and Designation
 (F) Treatment as IRA
 (G) Reporting
 (H) Distribution/RMDs 1 2
 DEDUCTIBLE EMPLOYEE CONTRIBU-TIONS (DECs)
  35




---



##### 



Defined Contribution Prototype Plan
   36




---



##### 



Defined Contribution Prototype Plan
 ARTICLE IV
LIMITATIONS AND TESTING
 ANNUAL ADDITIONS LIMIT  NO OTHER PLANS.
 (A) Application of this Section.
 (B) Limitation.
 (C) Actions to Prevent Excess Annual Additions.
 (D) Estimated and Actual Compensation.
 (E) Disposition of Allocated Excess Amount.
 (1) Employee Contributions.
 (2) Elective Deferrals.
 (3) Excess Amount remains/ Participant still covered
 4) Excess Amount remains/ Participant not covered/suspense account.
  37




---



##### 



Defined Contribution Prototype Plan
  (5) Applicable Law.
 ANNUAL ADDITIONS LIMIT  OTHER 415 AGGREGATED PLANS
 (A) Application of this Section.
 (1) Definition of Code §415 Aggregated Plans.
 (B) Combined Plans Limitation.
 (1) Definition of Combined Plans Limitation.
 (2) Prevention.
 (3) Correction.
 (C) Estimated and Actual Compensation.
 (D) Ordering Rules.
 (1) the total Excess Amount allocated as of such date, multiplied by
 (2) the ratio of (a) the Annual Additions allocated to the Participant as of such date for the
Limitation Year under the Plan to (b) the total Annual Additions allocated to the Participant as
of such date for the Limitation Year under this Plan and the Code §415 Aggregated Plans.
 (E) Disposition of Allocated Excess Amount Attributable to Plan.
 OTHER DEFINED CONTRIBUTION PLANS LIMITATION
 (A) Application of this Section.
 (B) Limitation.
 NO COMBINED DCP/DBP LIMITATION
  38




---



##### 



Defined Contribution Prototype Plan
 DEFINITIONS: SECTIONS 4.01-4.04
 (A) Annual Additions
 (B) Annual Additions Limit
 Number of months (or fractional parts thereof) in the shortLimitation Year
  (1) Single plan treatment of Defined Contribution Plans.
 (2) Single plan treatment of Defined Benefit Plans.
 (C) Compensation.
 (1) Effective Date 415 Post-Severance Compensation.
 (2) First few weeks rule.
 (D) Employer.
 (E) Excess Amount.
 (F) Limitation Year.
 (G) M&P Plan.
 ANNUAL TESTING ELECTIONS
 (A) Changes and Uniformity.
  39




---



##### 



Defined Contribution Prototype Plan
 (B) Plan Specific Elections.
 (C) Operational Elections. 1 2
 (1) Application of otherwise excludible employees and early participation rules
 (a) Definitions of Otherwise Excludible Employees and Includible Employees.
 (b) Satisfaction of coverage.
 (c) Definition of Cross-Over Date.
 (d) Determination of Cross-Over Date.
 (e) Amounts in testing in Cross-Over Plan Year.
 (f) Application of other conventions.
 (g) Allocations not effected by testing.
 (D) Election Timing
  40




---



##### 



Defined Contribution Prototype Plan
  (E) Coverage Transition Rule.
 TESTING BASED ON BENEFITS .
 (A) Gateway Contribution.
 (1) Definition of Gateway Contribution.
 (2) Exception to Gateway Contribution requirement
 (B) Eligibility for Gateway Contribution.
 (C) Amount of Gateway Contribution.
 (D) Compensation for 5% Gateway Contribution.
 (E) Compensation for Determination of Highest Rate and 1/3 Gateway Contribution.
 (1) Definition of Highest Allocation Rate.
 (F) Employer Contribution Excludes Match.
 AMENDMENT TO PASS TESTING
  41




---



##### 



Defined Contribution Prototype Plan
  APPLICATION OF COMPENSATION LIMIT .
 401(k) (OR OTHER PLAN) TESTING
 (A) Annual Elective Deferral Limitation.
 (1) Definition of Elective Deferral Limit.
 (2) Definition of Excess Deferral.
 (3) Elective Deferral Limit amount.
 Year
    
    Amount2002
    
    $
    11,0002003
    
    $
    12,0002004
    
    $
    13,0002005
    
    $
    14,0002006
    
    $
    15,000
 (4) COLA after 2006.
 (5) Suspension after reaching limit.
 (6) Correction.
 (7) 415 interaction.
 (8) ADP interaction
 (9) More than one plan.
 (10) Roth and Pre-Tax Deferrals.
  42




---



##### 



(B) Actual Deferral Percentage (ADP) Test.
 (1) Definition of ADP Limit.
 (2) Definition of Excess Contributions.
 (3) ADP test.
 (a) 1.25 test
 (b) 2 percent test.
 (4) Calculation of ADP.
 (a) Definition of ADR (actual deferral ratio).
 (b) Definitions of ADP Participant and HCE and NHCE Groups
 (c) Excess Deferrals interaction.
 (d) QNECs and QMACs.
 (e) Shifting Elective Deferrals to ACP.
 (f) Current/Prior Year Testing.
 (i) Election.
 (ii) Permissible changes.
 (iii) Deferrals and QNEC/QMAC deadline/ limitation under Prior Year Testing.
 (iv) First Plan Year under Prior Year Testing.
 (v) Plan coverage changes under Prior Year Testing.
  43




---



##### 



Defined Contribution Prototype Plan
  (vi) Shifting contributions and switching from Current Year to
Prior Year.
 (5) Special aggregation rule for HCEs.
 (6) Aggregation of certain 401(k) plans.
 (7) Characterization of Excess Contributions.
 (8) Distribution of Excess Contributions.
 (a) Calculation of total Excess Contributions
 (b) Apportionment and distribution of Excess Contributions.
 (c) Roth and Pre-Tax Deferrals.
 (d) Catch-Up Deferrals re-characterized.
  44




---



##### 



Defined Contribution Prototype Plan
  (9) Allocable Income/ Testing Year and Gap Period
 (10) Treatment as Annual Additions.
 (11) Re-characterization as Employee Contributions.
 (C) Actual Contribution Percentage (ACP) Test
 (1) Definition of ACP Limit.
 (2) Definition of Aggregate Contributions.
 (3) Definition of Excess Aggregate Contributions.
 (4) ACP test.
 (a) 1.25 test.
 (b) 2 percent test.
 (5) Calculation of ACP.
 (a) Definition of ACR (actual contribution ratio).
 (b) Definitions of ACP Participant and HCE and NHCE Groups.
 (c) QNECs and Elective Deferrals.
 (d) Shifting QMACs to ADP.
 (e) Current/Prior Year Testing.
 (i) Election.
 (ii) Permissible changes.
  45




---



##### 



Defined Contribution Prototype Plan
  (iii) Employee Contribution, Matching and QNEC deadline/
limitation under Prior Year Testing.
 (iv) First Plan Year under Prior Year Testing
 (v) Plan coverage changes under Prior Year Testing.
 (vi) Shifting contributions and switching from Current Year to
Prior Year.
 (6) Special aggregation rule for HCEs.
 (7) Aggregation of certain 401(m) plans.
 (8) Distribution of Excess Aggregate Contributions.
 (a) Calculation of total Excess Aggregate Contributions.
 (b) Apportionment and distribution of Excess Aggregate Contributions.
  46




---



##### 



Defined Contribution Prototype Plan
  (9) Allocable Income/Testing Year and Gap Period.
 (10) Testing and correction ordering.
 (11) Vesting/forfeiture of non-Vested Excess Aggregates.
 (12) Treatment as Annual Addition.
 (D) QNEC, Matching and QMAC Targeting Restrictions.
 (1) QNEC targeting rules.
 (a) Definition of Representative Contribution Rate.
 (i) ADP.
 (ii) ACP.
 (b) Definition of Applicable Contribution Rate.
 (i) ADP.
 (ii) ACP.
 (c) QNEC in ACP test.
 (d) Prevailing Wage Contribution.
  47




---



##### 



Defined Contribution Prototype Plan
 (2) Matching Contribution targeting rules.
 (a) Definition of Representative Matching Rate.
 (b) Definition of Matching Rate.
 (c) Employee Contributions
 (3) Accrued fixed contributions.
 DEFINITIONS:SECTIONS 4.06-4.10
 (A) ACP Participant.
 (B) ADP Participant.
 (C) Allocable Income.
 (1) Excess Deferrals.
 (a) Reasonable or alternative (pro rata) method
 (b) Gap Period.
 (2) Excess Contributions/Aggregates.
  48




---



##### 



Defined Contribution Prototype Plan
 (a) Reasonable or alternative (pro rata) method
 (b) Gap Period.
 (D) Compensation.
 (E) Current Year Testing.
 F) Gap Period.
 (G) HCE Group
 (H) NHCE Group.
 (I) Prior Year Testing.
 (J) Testing Year.
  49




---



##### 



Defined Contribution Prototype Plan
 ARTICLE V
VESTING
 NORMAL/EARLY RETIREMENT AGE
 PARTICIPANT DEATH OR DISABILITY
 VESTING SCHEDULE
 (A) General.
 (1) Matching/ top-heavy schedule
 (2) Election of different schedules
 (B) Vesting Schedules.
 6-year graded
    

7-year graded0-1 year / 0%
    
    0-2 years/0%2 years / 20%
    
    3 years / 20%3 years / 40%
    
    4 years / 40%4 years / 60%
    
    5 years / 60%5 years / 80%
    
    6 years / 80%6 years / 100%
    
    7 years / 100%
 3-year cliff
    

5-year cliff0-2 years / 0%
    
    0-4 years/0%3 years / 100%
    
    5 years / 100%
 (C) Grossed-Up Vesting Formula.
 (1) Separate Account/formula.
 (2) Alternative formula.
 (3) Application to Contribution Type.
  50




---



##### 



Defined Contribution Prototype Plan
  (D) Special Vesting Elections.
 (E) Fully Vested Amounts.
 (F) Mergers/Transfers.
 CASH-OUT DISTRIBUTION/ POSSIBLE RESTORATION
 (A) Effect of Cash-Out Distribution.
 (1) Definition of Cash-Out Distribution.
 (2) Allocation in Cash-Out Year.
 (B) Forfeiture Restoration and Conditions for Restoration.
 (1) Restoration.
 (2) Source of repayment
 (3) No restoration.
 (a) 5 Years.
 (b) Not employed.
 (c) Forfeiture Break.
 (4) Restoration timing.
  51




---



##### 



Defined Contribution Prototype Plan
 (5) Source of restoration.
 (a) Forfeitures.
 (b) Earnings.
 (c) Employer Contribution.
  (6) Multiple restorations.
 (7) Employer must make-up shortfall.
 (8) Not an Annual Addition.
 (C) Deemed Cash-Out of 0% Vested Participant.
  (1) If not entitled to allocation.
 (2) If entitled to allocation.
 (3) Timing of deemed repayment.
 (4) Pension plans.
 (D) Accounting for Cash-Out Repayment.
 (1) Pending restoration.
 (2) Accounting by contribution source.
  52




---



##### 



Defined Contribution Prototype Plan
 (3) Return if failed repayment.
 YEAR OF SERVICE  VESTING
 (A) Definition of Year of Service.
 (B) Definition of Vesting Computation Period.
 (C) Counting Years of Service.
 (1) Forfeiture Break in Service; Cash-Out.
 (2) Rule of parity and one-year hold-out rule.
 (3) Other exclusions.
 (D) Elapsed Time. ,
 BREAK IN SERVICE AND FORFEITURE BREAK IN SERVICE  VESTING
 (A) Definition of Break in Service.
 (B) Definition of Forfeiture Break in Service.
 (C) Rule of Parity-Vesting.
 (D) One-Year Hold-out Rule-Vesting.
 FORFEITURE OCCURS
 (A) Timing.
 (1) Forfeiture Break.
 (2) Cash-Out
 (B) Vesting Schedule/Plan Correction/Lost Participants.
 AMENDMENT TO VESTING SCHEDULE
  53




---



##### 



Defined Contribution Prototype Plan
  (A) No Reduction.
 (B) Hour of Service Required.
 (C) Election.
 (1) Notice of amendment.
 (2) Election timing.
 (3) No election if no adverse effect.
  54




---



##### 



Defined Contribution Prototype Plan
 ARTICLE VI
DISTRIBUTIONS
 TIMING OF DISTRIBUTION
 (A) Distribution upon Separation from Service/ Severance from Employment (other than death).
 (1) Mandatory Distributions.
 (a) Definition of Mandatory Distribution.
 (i) Distribution after 62/NRA; unlimited amount.
 (ii) Distribution before 62/NRA; amount limit and Rollovers.
 (iii) Remaining Installments.
 (b) Distribution of Mandatory Distribution before 62/NRA; method and timing.
 (c) Distribution of Mandatory Distribution if 62/NRA; method and timing.
 (i) Balance not exceeding $5,000.
 (ii) Balance exceeds $5,000.
  55




---



##### 



Defined Contribution Prototype Plan
  (iii) Rollover notice but no Automatic Rollover.
 (2) Distributions Requiring Consent.
 (a) Definition of Distribution Requiring Consent.
 (b) Distribution of Distribution Requiring Consent.
 (c) Distribution notice.
 (d) Consent requirements.
 (e) Distribution election/reconsideration.
 (f) Election to postpone.
 (g) No election /deemed elected distribution date.
 (h) Definition of Annuity Starting Date.
 (3) Disability.
 (4) Determination of Vested Account Balance.
  56




---



##### 



Defined Contribution Prototype Plan
  (5) Consent to cash-out/forfeiture.
 (6) Return to employment.
 (B) Distribution upon Death
 (1) Timing of commencement.
 (2) Distribution method.
 (C) In-Service Distribution
 (1) Definition of In-Service Distribution.
 (2) Conditions.
 (a)
    
    Vesting. The Employer must elect in its Adoption Agreement whether a
partially-Vested Participant may receive an In-Service Distribution. If a Participant
receives an In-Service Distribution as to a partially-Vested Account, and the
Participant has not incurred a Forfeiture Break in Service, the Plan Administrator will
apply the vesting provisions of Section 5.03(C).(b)
    
    Other Conditions. The Employer in its Adoption Agreement may elect other
conditions applicable to In-Service Distributions as are not inconsistent with
Applicable Law.
 (3) Administration.
 (a) Participant election.
 (b) Frequency, timing and method.
 (4) Account restrictions.
 (a) Nonelective, Regular Matching, Additional Matching and SIMPLE Contribution distribution
events.
 (i) Two year seasoned contributions.
  57




---



##### 



Defined Contribution Prototype Plan
 (ii) 60 months of participation.
 (b) 4 01(k) Plans.
 (i) Limitation. 1 2
 (ii) Definition of Restricted 401(k) Accounts.
 (c) Money Purchase Pension/Target Benefit Plans.
 (i) Limitation.
 (ii) Definition of Restricted Pension Accounts.
 (d) Prevailing Wage Contributions.
 (e) Rollover Contributions, Employee Contributions and DECs.
 (f) Transferred amounts/distribution restrictions and Protected Benefits
 (i) Distribution restrictions: transfers from pension plans to non-pension plans.
 (ii) Distribution restrictions: transfers from 401(k) Plans to other plans.
 (iii) Protected Benefit/Separate Accounting.
 (g) Designated IRA.
 (5) Hardship.
 REQUIRED MINIMUM DISTRIBUTIONS
 (A) Lifetime RMDs.
 (1) RBD.
 (2) Amount of RMD for each DCY.
 (a) ULT amount.
 (b) SLT/younger spouse.
 (3) Lifetime RMDs continue through year of Participants death
  58




---



##### 



Defined Contribution Prototype Plan
  (B) Death RMDs.
 (1) Death of Participant before DCD.
 (a) Spouse sole Designated Beneficiary. 1 2
 (i) Death of spouse.
 (b) Other Designated Beneficiary.
 (c) No Designated Beneficiary/5-year rule.
 (d) Participant survived by Designated Beneficiary/Life Expectancy rule.
 (e) 5-year or Life Expectancy rule; possible election.
 (2) Death on or after DCD.
 (a) Participant survived by Designated Beneficiary.
 (i) Participants life expectancy.
 (ii) Spouse as sole Designated Beneficiary.
 (iii) Non-Spouse Designated Beneficiary.
 (b) No Designated Beneficiary.
 (C) Distribution Methods.
  59




---



##### 



Defined Contribution Prototype Plan
  (D) Operating Rules
 (1) Precedence.
 (2) Requirements of Treasury regulations incorporated.
 (3) TEFRA Section 242(b)(2) elections
 (4) 2002 DCY election.
 (E) Definitions.
 (1) Designated Beneficiary.
 (2) DCY.
 (3) DCD.
 (4) JLT.
 (5) Life Expectancy.
 (6) Participants RMD Account Balance.
 (7) RBD.
 (a) More than 5% owner 1 2
 (b) Other Participants. 1 2
 (c) Election as to RBD. 1 2
 (8) RMD.
 (9) SLT.
 (10) ULT.
 (11) VCY.
 POST-SEPARATION (SEVERANCE), LIFETIME RMD AND BENEFICIARY DISTRIBUTION
METHODS
  60




---



##### 



Defined Contribution Prototype Plan
  (A) Plan Available Methods
 (1) Participant methods.
 (2) Beneficiary Methods.
 (3) Definition of LumpSum.
 (4) Definition of Installments.
 (a) Installments only for Lifetime RMDs.
 (b) Installment acceleration.
 (5) Definition of Alternative Annuity. .
 (6) Definition of Ad-Hoc.
 (B)
    
    Participant and Beneficiary Elections. Subject to any contrary requirements imposed by
Sections 6.01, 6.02, this Section 6.03 or 6.04, and also subject to Section 8.04 as to the
form of distribution (cash or property), a Participant or Beneficiary may elect any method or
timing of distribution the Plan permits.
 (1) Participant election as to Beneficiary.
 (2) If no election.
 (3) Combination of methods.
 (4) No third party discretion.
 (5) Lump-Sum only if Account does not exceed $5,000.
  61




---



##### 



Defined Contribution Prototype Plan
  (6) Sourcing election.
 (7) Application to alternate payees.
 (C) Modification.
 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND TO SURVIVING SPOUSES
 (A) Qualified Joint and Survivor Annuity (QJSA)
 (1) Definition of QJSA if married.
 (2) Definition of QJSA if not married.
 (3) Modification of QJSA benefit.
 (4) Definitions of Life/Survivor Annuity.
 (5) QJSA notice/timing.
 (6) Waiver frequency and timing.
 (7) Married Participant waiver.
 (a) Effect of spousal consent/blanket waiver.
 (b) Spousal consent not required.
  62




---



##### 



Defined Contribution Prototype Plan
  (B) Qualified Preretirement Survivor Annuity (QPSA).
 (1) Definition of QPSA.
 (2) Modification of QPSA.
 (3) Ordering rule.
 (4) Disposition of remaining balance.
 (5) Surviving spouse elections.
 (6) QPSA notice/timing.
 (7) Waiver frequency and timing.
 (8) Spousal consent to waiver.
 (C) Effect of Waiver.
 (D) Loan Offset.
  63




---



##### 



Defined Contribution Prototype Plan
 (E) Effect of QDRO.
 (F) Vested Account Balance Not Exceeding $5,000.
 (G) Profit Sharing Plan Exception.
 (1) Definition of Exempt Participants.
 (2) Transfers.
 (3) Distribution to Exempt Participant.
 (4) Exempt Participant Beneficiary designation
 QDRO DISTRIBUTIONS.
 (A) Distribution at Any Time.
 (B) Plan Terms Otherwise Apply.
 (C) QDRO Procedures.
 (1) Notices and order status.
 (2) Interim amounts payable.
 (3) Segregated Account.
 DEFAULTED LOAN  TIMING OF OFFSET
  64




---



##### 



Defined Contribution Prototype Plan
  (A) Offset if Distributable Event.
 (B) Restricted Accounts. 1 2
 HARDSHIP DISTRIBUTIONS
 (A) Safe Harbor Need/Necessity.
 (1) Deemed immediate and heavy need.
 (2) Deemed necessity.
 (B) Non-safe Harbor Need/Necessity.
 (C) Policy/Reliance.
  65




---



##### 



Defined Contribution Prototype Plan
  (D) No Counterproductive Actions.
 (E) Restrictions on Amount; Grandfathered Amounts.
 (F) Ordering.
 (G) Prototype and Volume Submitter Plans.
 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS
 (A) Participant Election.
 (B) Rollover and Withholding Notice.
 (C) Default Rollover.
 (D) Automatic Rollover.
 (1) Determination of Mandatory Distribution amount.
  66




---



##### 



Defined Contribution Prototype Plan
 (a) Rollovers count.
 (b) Roth and Pre-Tax Deferrals.
 (2) Beneficiaries, alternate payees and termination.
 (E) Limitation on Employee Contribution and Roth Rollovers
 (1) Employee Contributions.
 (2) Roth Deferrals.
 (F) Definitions.
 (1) Direct Rollover.
 (2) Eligible Retirement Plan.
 (3) Eligible Rollover Distribution.
 (4 Individual Retirement Plan.
 REPLACEMENT OF $5,000 AMOUNT.
  67




---



##### 



Defined Contribution Prototype Plan
 TEFRA ELECTIONS
 (A) Application of Election in Lieu of Other Provisions
 (B) Non-application.
  68




---



##### 



Defined Contribution Prototype Plan
 ARTICLE VII
ADMINISTRATIVE PROVISIONS
 EMPLOYER ADMINISTRATIVE PROVISIONS
 (A) Information to Plan Administrator.
 (B) Plan Contributions.
 (C) Employer Action.
 (D) No Responsibility for Others.
 (E) Indemnity of Certain Fiduciaries.
 (F) Settlor Expenses.
 PLAN ADMINISTRATOR.
 (A) Compensation and Expenses.
 (B) Resignation and Removal.
 (C) General Powers and Duties.
 (1) Eligibility/benefit determination.
 (2) Rules/policies.
 (3) Construction/enforcement.
 (4) Distribution/valuation.
 (5) Claims.
 (6) Information to Employer.
  69




---



##### 



Defined Contribution Prototype Plan
 (7) Service providers.
 (8) Investment Manager.
 (9) Funding.
 (10) Records.
 (11) Tax returns and other filings.
 (12) Notices and disclosures.
 (13) Overpayment.
 (14) Catch-all.
 (D) 401(k) Plan Elective Deferrals.
 (E) Limitations on Plan Administrator Responsibility.
 (1) Acts of others.
 (2) Plan contributions.
 (3) Reliance on information.
 DIRECTION OF INVESTMENT.
 (A) Employer Direction of Investment.
 (B) Participant Direction of Investment.
 (1) Trustee authorization and procedures.
  70




---



##### 



Defined Contribution Prototype Plan
  (2) ERISA § 404(c) .
 (3) Participant loans.
 (4) Investment services programs.
 (C) Direction Consistent with Plan and ERISA.
 ACCOUNT ADMINISTRATION, VALUATION AND EXPENSES.
 (A) Individual Accounts.
 (1) By Contribution Type.
 (2) By investment account type.
 (a) Pooled Accounts.
 (b) Participant-Directed Accounts.
 (c) Segregated Accounts.
 (3) Value of Account/distributions
  71




---



##### 



Defined Contribution Prototype Plan
  (4) Account statements
 (B) Allocation of Earnings.
 (1) Allocate as of Valuation Date.
 (2) Definition of Valuation Date.
 (3) Definition of Valuation Period.
 (4) Allocation methods
 (a) Daily valuation method.
 (b) Balance forward method.
 (c) Balance forward with adjustment method.
 (d) Weighted average method.
 (e) Participant-Directed Account method.
 (5) Special Earnings allocation rules.
 (a) Code §415 Excess Amounts.
 (b) Contributions prior to accrual or precise determination.
  72




---



##### 



Defined Contribution Prototype Plan
  (c) Forfeitures prior to accrual.
 (d) Accounting after Forfeiture Break in Service.
 (e) Coordination of allocation and valuation elections.
 (C) Plan Expenses.
 (1) Employer election as to non-settlor expenses
 (2) Allocation of Plan expense.
 (a) Charge to overall Plan (pro rata or per capita).
 (b) Charge to individual Participant Accounts.
 (c) Participants direct payment of investment expenses.
  73




---



##### 



Defined Contribution Prototype Plan
 (d) Charges to former Employee-Participants.
 (e) ERISA compliance.
 PARTICIPANT ADMINISTRATIVE PROVISIONS
 (A) Beneficiary Designation.
 (1) Automatic revocation of spousal designation.
 (2) Coordination with QJSA/QPSA requirements.
 (3) Profit Sharing Plan exception.
 (4) Limitation on frequency of Designated Beneficiary changes.
 (5) Definition of spouse.
 (B) Default Beneficiary.
 (1) Spouse.
 (2) Descendants.
  74




---



##### 



Defined Contribution Prototype Plan
  (3) Parents.
 (4) Estate.
 (C) Administration of Default Provision.
 (D) Death of Beneficiary.
 (E) Simultaneous Death of Participant and Beneficiary.
 (F) Incapacitated Participant or Beneficiary.
 (G) Assignment or Alienation.
 (H) Information Available.
 (I) Claims Procedure for Denial of Benefits.
 (J) Inability to Determine Beneficiary.
 PLAN LOANS
 (A) Loan Policy.
  75




---



##### 



Defined Contribution Prototype Plan
  (B) Requirements for Plan Loans.
 (C) Default as Distributable Event.
 (D) QJSA/QPSA Requirements
 (E) Treatment of Loan as Participant-Directed.
 LOST PARTICIPANTS
 (A) Ongoing Plan.
 (1) Attempt to Locate.
 (2) Failure to locate/disposition of Account.
 (3) Subsequent restoration of forfeiture.
 (B) Terminating plan.
 (1) Attempt to locate.
  76




---



##### 



Defined Contribution Prototype Plan
  (2) Failure to locate/disposition of Account.
 (a) No Annuity Contract/no other Defined Contribution Plan.
 (b) Plan provides Annuity Contract/no other Defined Contribution Plan.
 (c) Employer maintains another Defined Contribution Plan.
 (C) Search methods.
 (D) Uniformity.
 (E) Expenses of search.
 (F) Alternative Disposition.
 PLAN CORRECTION
 PROTOTYPE/VOLUME SUBMITTER PLAN STATUS
  77




---



##### 



Defined Contribution Prototype Plan
  PLAN COMMUNICATIONS, INTERPRETA-TION AND CONSTRUCTION.
 (A) Plan Administrators Discretion/ Nondiscriminatory Administration.
 (B) Written Communications.
 (C) Use of Electronic Media
 (D) Evidence.
 (E) Plan Terms Binding.
 (F) Employment Not Guaranteed.
 (G) Word Usage.
 (H) State Law.
 (I) Parties to Litigation.
 (J) Fiduciaries Not Insurers.
 (K) Construction/Severability.
  78




---



##### 



Defined Contribution Prototype Plan
 ARTICLE VIII
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
 ACCEPTANCE
 INVESTMENT POWERS AND DUTIES
 (A) Discretionary Trustee Powers
 (1) General powers.
 (2) Cash/liquidity.
 (3) Trustees common/collective funds
 (4) Transact in real/personal property.
 (5) Borrowing.
 (6) Claims.
 (7) Voting/tender/exercise.
 (8) Mineral rights.
 (9) Title.
 (10) Hold pending dispute resolution.
 (11) Litigation.
 (12) Agents/reliance.
  79




---



##### 



Defined Contribution Prototype Plan
  (13) Employer stock/real property. .
 (a) Profit Sharing Plans/401(k) Plans
 (b) Voting/distribution
 (14) Orphaned plan.
 (15) Catch-all
 (B) Nondiscretionary (directed) Trustee/Custodian Powers.
 (1) Modification of powers/duties
 (2) Limited responsibility.
 (a) No discretion over Trust assets.
 (b) No review or recommendations.
 (c) No action unless direction
 (d) No liability for following orders.
 (e) Indemnity.
 (3) Limitation of powers of certain Custodians
  80




---



##### 



Defined Contribution Prototype Plan
  (4) QTA.
 (5) Trustee references. .
 (C) Duties. The Trustee or Custodian has the following duties:
 (1) ERISA.
 (2) Investment policy.
 (3) Trust accounting.
 (4) Trust valuation.
 (5) Distributions.
 (6) Fees/expenses.
 (7) Loans.
 (8) Records/statements.
 (9) Tax returns.
 (10) Incapacity.
 (11) Bond.
 (D)
    
    Limitations Applicable to all Trustees.
 (1) Receipt of contributions.
  81




---



##### 



Defined Contribution Prototype Plan
 (2) Co-fiduciary liability.
 (3) Limitation of Trustee liability.
 (a) Apportionment of duties
 (b) If Investment Manager.
 (c) If other appointed fiduciaries.
 (d) Indemnity.
 (E) Multiple Trustees.
 (1) Majority decisions.
 (2) Allocation
 (3) Signature
 NAMED FIDUCIARY
 (A) Definition of Named Fiduciary.
 (B) Duty of Named Fiduciary
 (C) Appointment of Investment Manager.
 DISTRIBUTION OF CASH OR PROPERTY
 TRUSTEE/CUSTODIAN FEES AND EXPENSES
  82




---



##### 



Defined Contribution Prototype Plan
  THIRD PARTY RELIANCE
 APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY
 (A) Appointment.
 (B) Powers
 (C) Resignation/Removal.
 (D) Independent Fiduciary.
 RESIGNATION AND REMOVAL
 (A) Resignation
 (B) Removal.
 (C) Successor Appointment.
 (1) Default Successor Trustee
 (2) Default Successor Custodian.
 (D) Acceptance.
 (E) Outgoing Trustee.
  83




---



##### 



Defined Contribution Prototype Plan
  (F) Successor Powers
 (G) No Liability for Predecessor.
 INVESTMENT IN GROUP TRUST FUND
 COMBINING TRUSTS OF EMPLOYERS PLANS.
 AMENDMENT/SUBSTITUTION OF TRUST.
 (A) Amendment/Standardized Plan.
 (B) Amendment/Nonstandardized or Volume Submitter Plan.
 (1) Limitation.
 (C) Substitution of Approved Trust.
 (D) Formalities.
  84




---



##### 



Defined Contribution Prototype Plan
 ARTICLE IX
PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY
 INSURANCE BENEFIT
 (A) General.
 (B) Insurance on Others.
 (C) Amount and Type of Coverage.
 (D) Ownership
 (E) Distribution
 (F) Premiums/Directed Investment.
 (G) Uniformity.
 (H) Custodians.
 LIMITATIONS ON COVERAGE .
 (A) Incidental Insurance Benefits.
 (B) Exception for Certain Profit Sharing Plans.
 (C) Exception for Other Amounts.
 DISPOSITION OF LIFE INSURANCE PROTECTION
 (A) Timing.
 (B) Method.
 DIVIDENDS
 LIMITATIONS ON INSURANCE COMPANY DUTIES.
 (A) Not a Party to Plan
  85




---



##### 



Defined Contribution Prototype Plan
 (B) No Responsibility for Others
 (C) Plan Terms.
 (D) Reliance/Discharge.
 RECORDS/INFORMATION
 CONFLICT WITH PLAN
 APPENDIX B OVERRIDE.
 DEFINITIONS
 (A) Contract(s).
 (B) Dividends.
 (C) Insurable Participant.
 (D) Issuing Company
  86




---



##### 



Defined Contribution Prototype Plan
 ARTICLE X
TOP-HEAVY PROVISIONS
 DETERMINATION OF TOP-HEAVY STATUS
 (A) Only Employer Plan.
 (B) If Other Plans.
 (1) Count all aggregated plans.
 (2) Terminated plans.
 (3) Defined Benefit Plans/SEPs.
 (C) Defined Benefit Plans.
 (1) Use of uniform accrual.
 (2) Actuarial assumptions.
 (D) Application of Top-Heavy Rules.
 TOP-HEAVY MINIMUM ALLOCATION
 (A) Allocation to Non-Keys.
 (B) Additional Contribution/Allocation as Required.
 (C) No Plan Allocations.
 PLAN WHICH WILL SATISFY TOP-HEAVY
  (A) Aggregation of Plans to Satisfy.
 (B) More Than One Defined Contribution Plan
  87




---



##### 



Defined Contribution Prototype Plan
  (C) Defined Benefit Plan(s).
 TOP-HEAVY VESTING
 SAFE HARBOR/SIMPLE PLAN EXEMPTION.
 (A) Safe Harbor 401(k) Plan.
 (B) SIMPLE 401(k) Plan.
 DEFINITIONS
 (A) Compensation.
 (B) Determination Date.
 (C) Determination (look-back) Period
 (D) Employer.
 (E) Highest Contribution Rate.
 (F) Key Employee.
 (1) Attribution.
 (2) Maximum Officers.
 (3) Applicable Law.
  88




---



##### 



Defined Contribution Prototype Plan
 (G) Non-Key Employee.
 (H) Participant
 (I) Permissive Aggregation Group.
 (J) Required Aggregation Group.
 (K) Top-Heavy Ratio
 (1) Amounts included.
 (2) Former Key Employees.
 (3) No Service during 1-year look-back
 (4) Distributions, Rollover Contributions and Transfers.
 (L) Top-Heavy Minimum Allocation.
  89




---



##### 



Defined Contribution Prototype Plan
 ARTICLE XI
EXCLUSIVE BENEFIT, AMENDMENT AND TERMINATION
 EXCLUSIVE BENEFIT
 (A) No Reversion/Diversion.
 (B) Initial Qualification.
 AMENDMENT BY EMPLOYER
 (A) Permitted Amendments.
 (1) Adoption Agreement/Appendix B overrides.
 (2) Model amendments.
 (3) Interim amendments.
 (4) Corrections.
 (B) Amendment Formalities.
 (1) Writing.
 (2) Restatement.
 (3) Amendment (without restatement).
 (4) Effect of certain alterations.
 (5) Operational discretion and policy not an amendment
  90




---



##### 



Defined Contribution Prototype Plan
 (6) Trustee/Custodian signature to amendment
 (7) Signatory Employer authority.
 (C) Impermissible Amendment/Protected Benefits
 (1) Exclusive benefit/no reversion.
 (2) Alteration of Plan Administrator or Trustee/Custodian duties.
 (3) No cut-backs.
 (4) Disregard of amendment/Tracking Protected Benefits
 AMENDMENT BY PROTOTYPE SPONSOR/ VOLUME SUBMITTER PRACTITIONER
 (A) General
 (B) Notice to Employers.
 (C) Prohibited Amendments.
 (D) Volume Submitter Practitioner limitations
 (E) Mass Submitter Amendment.
 FROZEN PLAN
 (A) Employer Action to Freeze
  91




---



##### 



Defined Contribution Prototype Plan
  (B) Vesting.
 (C) Not a Termination.
 PLAN TERMINATION
 (A) Employer Action to Terminate
 (1) Specified date.
 (2) Employer no longer exists.
 (B) QTA Action to Terminate Abandoned Plan.
 (1) Definition of Qualified Termination Administrator (QTA).
 (2) QTA procedure.
 (C) Vesting.
 (D) General Procedure upon Termination.
 (1) If no consent required.
 (2) If consent required
 (3) Lower dollar amount.
 (E) Profit Sharing Plan.
 (1) Limitations.
 (F) 401(k) Plan Distribution Restrictions.
  92




---



##### 



Defined Contribution Prototype Plan
  (1) Definition of Alternative Defined Contribution Plan.
 (G) Continuing Trust Provisions.
 (H) Lost Participants
 MERGER/DIRECT TRANSFER
 (A) Authority.
 (B) Code §414(l) Requirements.
 (C) Administration of Transferred Amount
 (D) Nonelective Transfers.
 (E)
    
    Elective Transfers.The Trustee may enter into an agreement with the trustee of any other
plan described in Section 11.06(A) to transfer as an Elective Transfer all or a portion of the
Account of a Participant or if applicable a Beneficiary who elects to transfer his/her Account or a
portion thereof to the other plan or to receive Elective Transfers into the Plan. The specific
requirements for an Elective Transfer depend upon the type of Elective Transfer that the Trustee
will utilize to effect the Transfer, as described herein.
 (1) Code § 411(d)(6) (D) Transfer.
 (2) Acquisition or employment change Transfer.
 (3) Distributable event Transfer.
 (F) Pre-Participation Transfers
  93




---



##### 



Defined Contribution Prototype Plan
 ARTICLE XII
MULTIPLE EMPLOYER PLAN
[ VOLUME SUBMITTER ONLY ]
 ELECTION/OVERRIDING EFFECT
 DEFINITIONS
 (A) Employee.
 (B) Lead Employer.
 (C) Participating Employer.
 (D) Professional Employer Organization (PEO).
 (1) Client Organization (CO).
 (2) Worksite Employee.
 PARTICIPATING EMPLOYER ELECTIONS
 HCE STATUS
 TESTING
 (A) Separate Status.
 (1) ADP.
 (2) ACP.
 (3) Nondiscrimination.
 (4) Coverage.
 (B) Joint Status.
 (1) Annual Additions Limit
  94




---



##### 



Defined Contribution Prototype Plan
 (2) Elective Deferral Limit.
 (3) Catch-Up Limit.
 TOP-HEAVY
 (A) Highest Contribution Rate.
 (B) Top-Heavy Minimum Allocation.
 (C) Plan Which Will Satisfy.
 COMPENSATION
 (A) Separate Determination.
 (1) Nondiscrimination and coverage.
 (2) Top-Heavy.
 (3) Allocations.
 (4) HCE determination
 (B) Joint Status.
 SERVICE
 REQUIRED MINIMUM DISTRIBUTIONS 1 2 1 2
 COOPERATION AND INDEMNIFICATION
 (A) Cooperation
 (B) Indemnity.
 PEO TRANSITION RULES
 (A) Definition of Transition Year.
 (B) Definition of Look-Back Year.
 (C) Employee Status.
  95




---



##### 



Defined Contribution Prototype Plan
  (D) Distribution.
 (E) Top-heavy. i.e.
 (F) ADP/ACP Testing.
 (G) HCE Determination.
 (H) Required Minimum Distributions. 1 2
 (1) Determination of 5% owner status. 1 2
 (2) Required Beginning Date.
 INVOLUNTARY TERMINATION
 (A) Notice.
 (B) Spin-off.
 (C) Alternatives.
 (1) Distribution.
  96




---



##### 



Defined Contribution Prototype Plan
  (2) Transfer.
 (D) Participants.
 (E) Consent.
 VOLUNTARY TERMINATION
 (A) Notice.
 (B) Procedure
 (C) Costs
 (D) Participants
 *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
  97