exv4w0






Exhibit 4.0









BOK FINANCIAL 401(K) PLAN


 




 









 






Nonstandardized 401(k) Plan




ADOPTION AGREEMENT #004

NONSTANDARDIZED 401(k) PLAN

[Related Employers only]




     The undersigned Employer, by executing this Adoption Agreement, establishes a retirement plan
and trust (collectively “Plan”) under the Bank of Oklahoma, N.A. Defined Contribution Prototype
Plan and Trust (basic plan document #01). The Employer, subject to the Employer’s Adoption
Agreement elections, adopts fully the Prototype Plan and Trust provisions. This Adoption Agreement,
the basic plan document and any attached Appendices or agreements permitted or referenced therein,
constitute the Employer’s entire plan and trust document. All “Election” references within this
Adoption Agreement are Adoption Agreement Elections. All “Article” or “Section” references are
basic plan document references. Numbers in parentheses which follow election numbers are basic plan
document references. Where an Adoption Agreement election calls for the Employer to supply text,
the Employer (without altering the content of any existing printed text) may lengthen any space or
line, or create additional tiers. When Employer-supplied text uses terms substantially similar to
existed printed options, all clarifications and caveats applicable to the printed options apply to
the Employer-supplied text unless the context requires otherwise. The Employer makes the following
elections granted under the corresponding provisions of the basic plan document.



ARTICLE I

DEFINITIONS





	1.	 	EMPLOYER (1.23).
	 
	 	 	Name: Bank of Oklahoma, N.A.
	 
	 	 	Address: P.O. Box 2300 Tulsa, Oklahoma 74192
	 
	 	 	Phone number: 918-588-6000
	 
	 	 	E-mail (optional):
	 
	 	 	Employer’s Taxable Year: 12/31
	 
	 	 	EIN: 73-0780382
	 
	2.	 	PLAN (1.40).
	 
	 	 	Name: BOK Financial 401(k) Plan
	 
	 	 	Plan number: 002     (3-digit number for Form 5500 reporting)
	 
	 	 	Trust EIN (optional): 73-1429860
	 
	3.	 	PLAN/LIMITATION YEAR (1.42/1.33). Plan Year and Limitation Year mean the 12 consecutive
month period (except for a short Plan/Limitation Year) ending every (Complete (a) and (b)):




[Note: Complete any applicable blanks under Election 3 with a specific date, e.g., “June 30” OR
“the last day of February” OR “the first Tuesday in January.” In the case of a Short Plan Year or a
Short Limitation Year, include the year, e.g., “May 1, 2008.”]





	(a)	 	Plan Year (Choose one of (1) or (2) and choose (3) if applicable):






	 	(1)	þ	 December 31.
	 
	 	(2)	o	 Fiscal Plan Year: ending: ____________.
	 
	 	(3)	o	 Short Plan Year: commencing: ____________ and ending: ____________.






	(b)	 	Limitation Year (Choose one of (1) or (2) and choose (3) if applicable):






	 	(1)	þ	Generally same as Plan Year. The Limitation Year is the same as the Plan Year
except where the Plan Year is a short year in which event the Limitation Year is always a
12 month period, unless the short Plan Year (and short Limitation Year) result from a Plan
amendment.
	 
	 	(2)	o	 Different Limitation Year: ending: ____________.
	 
	 	(3)	o	 Short Limitation Year: commencing: ____________ and ending: ____________.






	4.	 	EFFECTIVE DATE (1.19). The Employer’s adoption of the Plan is a (Choose one of (a), (b), or (c). Choose (d) if applicable):






	(a)	o	New Plan. The Plan’s Effective Date is: ____________.
	 
	(b)	o	Restated Plan. The Plan’s restated Effective Date is: ____________. The Plan’s original Effective Date was: ____________.





[Note: See Section 1.51 for the definition of Restated Plan. If this Plan is an EGTRRA restatement:
(i) the EGTRRA restatement Effective Date must be the later of the beginning of the 2002 Plan Year
or the Plan’s original Effective Date; and (ii) if specific Plan provisions, as reflected in this
Adoption Agreement, do not date back to the EGTRRA restatement Effective Date, indicate as such in
Appendix A.]




© 2008 Bank of Oklahoma, N.A.




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Nonstandardized 401(k) Plan





	(c)	þ	Restatement of surviving and merging plans. The Plan restates two (or more) plans
(Complete (1) and (2). Choose (3) as applicable):
	 
	 	(1)	This (surviving) Plan. The Plan’s restated Effective Date is: January 1,
2002. The Plan’s original Effective Date was: January 1, 1967.




[Note: If this Plan is an EGTRRA restatement:
(i) the EGTRRA restatement Effective Date must be the
later of the beginning of the 2002 Plan Year or the Plan’s original Effective Date; and (ii) if
specific Plan provisions, as reflected in this Adoption Agreement, do not date back to the EGTRRA
restatement Effective Date, indicate as such in Appendix A.]





	 	(2)	Merging plan. The BOK Financial Thrift Plan for Houly Employees Plan was
or will be merged into this surviving Plan as of: October 6, 2008 or as soon as
administratively practicable on or after that date. The merging plan’s restated
Effective Date is: January 1, 2002. The merging plan’s original Effective Date
was: January 1, 1999.
	 
	 	[See the Note under Election 4(c)(1) if this document is the merging plan’s EGTRRA
restatement.]





	 	(3)	o	Additional merging plans. The following additional plans were or will be merged
into this surviving Plan (Complete a. and b. as applicable):





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Restated	 	Original
	 	 	Name of merging plan	 	Merger date	 	Effective Date	 	Effective Date
	 
	 	 	 	 	 	 	 	 
	a.
	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 

	b.
	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 








	(d)	o	 Special Effective Date for Elective Deferral provisions: ______________________________






	5.	 	TRUSTEE (1.65). The Trustee executing this Adoption Agreement is (Choose one or more
of (a), (b), or (c). Choose (d) if applicable):






	(a)	o	A discretionary Trustee. See Section 8.02(A).
	 
	(b)	þ	A nondiscretionary (directed) Trustee or Custodian. See Section 8.02(B).
	 
	(c)	o	A Trustee under the: __________________ (specify name of trust), a separate trust
agreement the Trustee has executed and that the IRS has approved for use with this Plan. Under this Election
5(c) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not
apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C).
	 
	(d)	o	Permitted Trust amendments apply. Under Section 8.11 the Employer in Appendix C has made certain permitted
amendments to the Trust. Such amendments do not constitute a separate trust under Election 5(c).






	6.	 	CONTRIBUTION TYPES (1.12). The Employer and/or Participants, in accordance with the Plan
terms, make the following Contribution Types to the Plan/Trust (Choose one or more of (a) through
(h) as applicable. Choose (i) if applicable):






	(a)	þ	Pre-Tax Deferrals. See Section 3.02 and Elections 20-23.
	 
	(b)	þ	Roth Deferrals. See Section 3.02(E) and Elections 20, 21, and 23. [Note: The Employer may not
limit Elective Deferrals to Roth Deferrals only.]
	 
	(c)	þ	Matching. See Sections 1.34 and 3.03 and Elections 24-26. [Note: The Employer may make an
Operational QMAC without electing 6(c). See Section 3.03(C)(2).]
	 
	(d)	þ	Nonelective. See Sections 1.37 and 3.04 and Elections 27-29. [Note: The Employer may make an
Operational QNEC without electing 6(d). See Section 3.04(C)(2).]
	 
	(e)	o	Safe Harbor/Additional Matching. The Plan is (or pursuant to a delayed election, may be) a safe
harbor 401(k) Plan. The Employer will make (or under a delayed election, may make) Safe Harbor
Contributions as it elects in Election 30. The Employer may or may not make Additional Matching
Contributions as it elects in Election 30. See Election 26 as to matching Catch-Up Deferrals. See
Section 3.05.
	 
	(f)	þ	Employee (after-tax). See Section 3.09 and Election 35.
	 
	(g)	o	SIMPLE 401(k). The Plan is a SIMPLE 401(k) Plan. See Section 3.10. The Employer operationally
will elect for each Plan Year to make a SIMPLE Matching Contribution or a SIMPLE Nonelective
Contribution as described in Section 3.10(E). The Employer must notify Participants of the
Employer’s SIMPLE contribution election and of the Participants’ deferral election rights and
limitations within a reasonable period of time before the 60th day prior to the beginning of the
Plan Year. [Note: The Employer electing 6(g) may not elect any other Contribution Types except
under Elections 6(a), 6(b), and 6(h).]
	 
	(h)	o	Designated IRA. See Section 3.12 and Election 36.
	 
	(i)	o	None (frozen plan). The Plan is/was frozen effective as of: _______________. See Sections 3.01(J) and 11.04.




[Note: Elections 20 through 30 and Elections 35 through 37 do not apply to any Plan Year in which
the Plan is frozen.]





© 2008 Bank of Oklahoma, N.A.




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Nonstandardized 401(k) Plan






	7.	 	DISABILITY (1.15). Disability means (Choose one of (a) or (b)):






	(a)	o	Basic Plan. Disability as defined in Section 1.15(A).
	 
	(b)	þ	Describe: a physical or mental condition which entitles the Employee to begin to
receive benefits under the Employer’s Long-Term Disability Plan




[Note: The Employer may elect an alternative definition of Disability for purposes of Plan
distributions. However, the use of an alternative definition may result in loss of favorable tax
treatment of the Disability distribution.]





	8.	 	EXCLUDED EMPLOYEES (1.21(D)). The following Employees are not Eligible Employees but are
Excluded Employees (Choose one of (a) or (b)):




[Note: Regardless of the Employer’s elections under Election 8: (i) Employees of any Related
Employers (excluding the Signatory Employer) are Excluded Employees unless the Related Employer
becomes a Participating Employer; and (ii) Reclassified Employees and Leased Employees are Excluded
Employees unless the Employer in Appendix B elects otherwise. See Sections 1.21(B), 1.21(D)(3) and
1.23(D).]





	(a)	o	 No Excluded Employees. All Employees are Eligible Employees as to all Contribution Types.
	 
	(b)	þ	Exclusions. The following Employees are Excluded Employees (either as to all Contribution Types or to the
designated Contribution Type) (Choose one or more of (1) through (7) as applicable):




[Note: For this Election 8, unless described otherwise in Election 8(b)(7), Elective Deferrals
includes Pre-Tax Deferrals, Roth Deferrals, Employee Contributions and Safe Harbor Contributions.
Matching includes all Matching Contributions except Safe Harbor Matching Contributions. Nonelective
includes all Nonelective Contributions except Safe Harbor Nonelective Contributions.]




	 	    	 	    	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(1)	 	 	 	(2)	 	(3)	 	(4)
	 	 	 	 	 	 	All	 	 	 	Elective	 	 	 	 
	 	 	 	 	 	 	Contributions	 	 	 	Deferrals	 	Matching	 	Nonelective
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)

	 	o
	 	No exclusions. No exclusions as to the
designated Contribution Type.
	 	N/A

(See Election

8(a))
	 	 	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(2)

	 	þ
	 	Collective Bargaining (union) Employees.
As described in Code §410(b)(3)(A).
See Section 1.21(D) (1).
	 	þ
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(3)

	 	o
	 	Non-Resident Aliens. As described in Code
§410(b)(3)(C). See Section 1.21(D)(2).
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(4)

	 	o
	 	HCEs. See Section 1.21(E). See Election 30(e)
as to exclusion of some or all HCEs
from Safe Harbor Contributions.
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(5)

	 	o
	 	Hourly paid Employees.
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(6)

	 	o
	 	Part-Time/Temporary/Seasonal Employees.
See Section 1.21(D)(4). A Part-Time,
Temporary or Seasonal Employee is an
Employee whose regularly scheduled Service is
less than ____________ (specify a maximum of 1,000) Hours of Service in the relevant Eligibility
Computation Period.
	 	o
	 	OR
	 	o
	 	o
	 	o





[Note: If the Employer under Election 8(b)(6) elects to treat Part-Time, Temporary and Seasonal
Employees as Excluded Employees and any such an Employee actually completes at least 1,000 Hours of
Service during the relevant Eligibility Computation Period, the Employee becomes an Eligible
Employee. See Section 1.21(D)(4).]


	 	(7)	o 	Describe exclusion category and/or Contribution Type: ___________________________  (e.g., Exclude
Division B Employees OR Exclude salaried Employees from Discretionary Matching
Contributions.)




[Note: Any exclusion under Election 8(b)(7), except as to Part-Time/Temporary/Seasonal Employees,
may not be based on age or Service or level of Compensation. See Election 14 for eligibility
conditions based on age or Service.]





© 2008 Bank of Oklahoma, N.A.




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Nonstandardized 401(k) Plan





	9.	 	COMPENSATION (1.11(B)). The following base Compensation (as adjusted under Elections 10
and 11) applies in allocating Employer Contributions (or the designated Contribution Type) (Choose
one or more of (a) through (d) as applicable):





[Note: For this Election 9 all definitions include Elective Deferrals unless excluded under
Election 11. See Section 1.11(D). Unless described otherwise in Election 9(d), Elective Deferrals
includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all
Matching Contributions and Nonelective includes all Nonelective Contributions. In applying any Plan
definition which references Section 1.11 Compensation, where the Employer in this Election 9 elects
more than one Compensation definition for allocation purposes, the Plan Administrator will use W-2
Wages for such other Plan definitions if the Employer has elected W-2 Wages for any Contribution
Type or Participant group under Election 9. If the Employer has not elected W-2 Wages, the Plan
Administrator for such other Plan definitions will use 415 Compensation.]



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(1)	 	 	 	(2)	 	 	 	 
	 	 	 	 	 	 	All	 	 	 	Elective	 	(3)	 	(4)
	 	 	 	 	 	 	Contributions	 	 	 	Deferrals	 	Matching	 	Nonelective
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a)

	     	o
	     	W-2 Wages (plus Elective Deferrals).
See Section 1.11(B) (1).
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b)

	 	þ
	 	Code §3401 Federal Income Tax
Withholding Wages (plus Elective
Deferrals). See Section 1.11(B) (2).
	 	þ
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c)

	 	o
	 	415 Compensation (simplified).
See Section 1.11(B)(3).

[Note: The Employer may elect an alternative
“general 415 Compensation” definition by
electing 9(c) and by electing the alternative
definition in Appendix B. See
Section 1.11(B)(4).]
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d)	 	o	 	Describe Compensation by Contribution Type or by Participant group: 
 








[Note: Under Election 9(d), the Employer may: (i) elect Compensation from the elections available
under Elections 9(a), (b), or (c), or a combination thereof as to a Participant group (e.g., W-2
Wages for Matching Contributions for Division A Employees and 415 Compensation in all other cases);
and/or (ii) define the Contribution Type column headings in a manner which differs from the
“all-inclusive” description in the Note immediately preceding Election 9(a) (e.g., Compensation for
Safe Harbor Matching Contributions means W-2 Wages and for Additional Matching Contributions means
415 Compensation).]




	10.	 	PRE-ENTRY/POST-SEVERANCE COMPENSATION (1.11(H)/(I)). Compensation under Election 9
(Complete (a). Choose (b). if applicable):





[Note: The Plan does not take into account Post-Severance Compensation unless the Employer elects
otherwise in Appendix B or except as otherwise specified in a Plan amendment. For this Election 10,
unless described otherwise in Election 10(b), Elective Deferrals includes Pre-Tax Deferrals, Roth
Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective
includes all Nonelective Contributions.]



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(1)	 	 	 	(2)	 	 	 	 
	 	 	 	 	 	 	 	 	All	 	 	 	Elective	 	(3)	 	(4)
	 	 	 	 	 	 	 	 	Contributions	 	 	 	Deferrals	 	Matching	 	Nonelective
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a)	     	þ	     	Pre-Entry Compensation. Includes (Choose
(1) and (2) as applicable):	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(1)
	     	o
	     	Plan Year. Compensation for the entire
Plan Year which includes the Participant’s
Entry Date.
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(2)
	 	þ
	 	Participating Compensation. Only Participating
Compensation. See Section 1.11(H) (1).
	 	þ
	 	OR
	 	o
	 	o
	 	o






[Note: Under a Participating Compensation election, in applying any Adoption Agreement elected
contribution limit or formula, the Plan Administrator will count only the Participant’s
Participating Compensation. See Section 1.11(H) (1) as to plan disaggregation.]




	(b) 	o	Describe Pre-Entry Compensation by Contribution Type or by Participant group:
 







[Note: Under Election 10(b), the Employer may: (i) elect Compensation from the elections available
under Election 10(a) or a combination thereof as to a Participant group (e.g., Participating
Compensation for all Contribution Types as to Division A Employees, Plan Year Compensation for all
Contribution Types to Division B Employees); and/or (ii) define the Contribution Type column
headings in a manner which differs from the “all-inclusive” description in the Note immediately
preceding Election 10(a) (e.g., Compensation for Nonelective Contributions is Participating
Compensation and for Safe Harbor Nonelective Contributions is Plan Year Compensation).]



© 2008 Bank of Oklahoma, N.A.




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Nonstandardized 401(k) Plan





	11.	 	EXCLUDED COMPENSATION (1.11(G)). Apply the following Compensation exclusions to
Elections 9 and 10 (Choose one of (a) or (b)):






	(a)	o	No exclusions. Compensation as to all Contribution Types means Compensation as elected in Elections 9 and 10.
	 
	(b)	þ	Exclusions. Exclude the following (Choose one or more of (1) through (9) as applicable):





[Note: In a safe harbor 401(k) plan, allocations qualifying for the ADP or ACP test safe harbors
must be based on a non-discriminatory definition of Compensation. If the Plan applies permitted
disparity, allocations also must be based on a non-discriminatory definition of Compensation if the
Plan is to avoid more complex testing. Elections 11(b)(4) through (b)(9) may cause allocation
Compensation to fail to be non-discriminatory. In a non-safe harbor 401(k) plan, Elections 11(b)(4)
through (b)(9) which result in Compensation failing to be non-discriminatory may result in more
complex nondiscrimination testing. For this Election 11, unless described otherwise in Election
11(b)(9), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions,
Matching includes all Matching Contributions and Nonelective includes all Nonelective
Contributions.]



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(1)	 	 	 	(2)	 	 	 	 
	 	 	 	 	 	 	 	 	All	 	 	 	Elective	 	(3)	 	(4)
	 	 	 	 	 	 	 	 	Contributions	 	 	 	Deferrals	 	Matching	 	Nonelective
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)	 	o	 	No exclusions-limited. No
exclusions as to the designated
Contribution Type(s).	 	N/A

(See

Election 11(a))	 	 	 	o	 	o	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(2)	 	o	 	Elective Deferrals. See Section 1.20.	 	N/A	 	 	 	N/A	 	o	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(3)	 	o	 	Fringe benefits. As described in Treas.
Reg. §1.414(s)-1(c)(3).	 	o	 	OR	 	o	 	o	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(4)	 	o	 	Compensation exceeding $          .

Apply this election to (Choose one of a. or b.):	 	o	 	OR	 	o	 	o	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	a.
	 	o
	 	All Participants. [Note: If the Employer
elects Safe Harbor Contributions under
Election 6(e), the Employer may not
elect 11(b)(4)a. to limit the Safe Harbor
Contribution allocation to the NHCEs.]	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	b.
	 	o
	 	HCE Participants only.	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(5)	 	o	 	Bonus.	 	o	 	OR	 	o	 	o	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(6)	 	o	 	Commission.	 	o	 	OR	 	o	 	o	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(7)	 	o	 	Overtime.	 	o	 	OR	 	o	 	o	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(8)	     	þ	     	Related Employers. See Section 1.23(C).

(If there are Related Employers, choose one or
both of a. and b. as applicable):	     	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	a.
	 	þ
	    	Non-Participating. Compensation paid to
Employees by a Related Employer that is
not a Participating Employer.
	 	þ
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	b.
	 	o
	 	Participating. As to the Employees of any
Participating Employer, Compensation paid
by any other Participating Employer to its
Employees. See Election 28(g) (2) a.
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(9)	 	þ	 	Describe Compensation exclusion(s): The Plan excludes Compensation in excess of base salary plus shift differential pay and commissions






[Note: Under Election 11(b)(9), the Employer may: (i) describe Compensation from the elections
available under Elections 11(b) (1) through (8), or a combination thereof as to a Participant
group (e.g., No exclusions as to Division A Employees and exclude bonus as to Division B
Employees); (ii) define the Contribution Type column headings in a manner which differs from
the “all-inclusive” description in the Note immediately preceding Election 11(b) (1) (e.g.,
Elective Deferrals means §125 cafeteria deferrals only OR No exclusions as to Safe Harbor
Contributions and exclude bonus as to Nonelective Contributions); and/or (iii) describe
another exclusion (e.g., Exclude shift differential pay).]



© 2008 Bank of Oklahoma, N.A.




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Nonstandardized 401(k) Plan





	12.	 	HOURS OF SERVICE (1.31). The Plan credits Hours of Service for the following purposes
(and to the Employees described in Elections 12(d) or (e)) as follows (Choose one or more of (a)
through (e) as applicable):





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(1)	 	 	 	 	 	 	 	(4)
	 	 	 	 	 	 	All	 	 	 	(2)	 	(3)	 	Allocation
	 	 	 	 	 	 	Purposes	 	 	 	Eligibility	 	Vesting	 	Conditions
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a)

	    	o
	    	Actual Method. See Section 1.31(A) (1).
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b)

	 	þ
	 	Equivalency Method: monthly (e.g., daily,
weekly, etc.). See Section 1.31(A) (2).
	 	þ
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c)

	 	o
	 	Elapsed Time Method. See Section 1.31(A)(3).
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d)

	 	o
	 	Actual (hourly) and Equivalency (salaried).
Actual Method for hourly paid Employees
and Equivalency Method:                     
(e.g., daily, weekly, etc.) for salaried Employees.
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e)	 	o	 	Describe method: 
 








[Note: Under Election 12(e), the Employer may describe Hours of Service from the elections
available under Elections 12(a) through (d), or a combination thereof as to a Participant group
and/or Contribution Type (e.g., For all purposes, Actual Method applies to office workers and
Equivalency Method applies to truck drivers).]




	13.	 	ELECTIVE SERVICE CREDITING (1.56(C)). The Plan must credit Related Employer Service
under Section 1.23(C) and also must credit certain Predecessor Employer/Predecessor Plan Service
under Section 1.56(B). The Plan also elects under Section 1.56(C) to credit as Service the
following Predecessor Employer service (Choose one of (a) or (b)):






	(a)	o	Not applicable. No elective Predecessor Employer Service crediting applies.
	 
	(b)	þ	Applies. The Plan credits the specified service with the following designated Predecessor Employers as Service
for the Employer for the purposes indicated (Choose (1) and (2) as applicable. Complete (3). Choose (4) if
applicable):





[Note: Any elective Service crediting under this Election 13 must be nondiscriminatory.]





		(1) 	þ 	All purposes. Credit Service for all purposes with Predecessor Employer(s): 
as specified in election 13(b)(4) below (insert as many names as needed).





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(3)
	 	 	 	 	 	 	(1)	 	(2)	 	Contribution
	 	 	 	 	 	 	Eligibility	 	Vesting	 	Allocation
	 
	 	 	 	 	 	 	 	 	 	 
	(2)

	     	o
	     	Designated purposes. Credit Service with
the following Predecessor Employer(s) for
the designated purpose(s):	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	a.
	 	Employer:
                                       &n
bsp;
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	b.
	 	Employer:
                                       &n
bsp;
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	c.
	 	Employer:
                                       &n
bsp;
	 	o
	 	o
	 	o







	 	(3)	Time period. Under Elections 13(b) (1) or (2) , the Plan credits (Choose one or more of a.,
b., and c. as applicable):






	 	a.	þ 	All. All Service under Election(s) 13(b) as specified in election
13(b)(4) below, regardless of when rendered.
	 
	 	b.	o 	 Service after. All Service under Election(s) 13(b)                     ,
which is or was rendered after:                      (specify
date).
	 
	 	c.	o 	Service before. All Service under Election(s) 13(b)                     ,
which is or was rendered before:                      (specify date).






	 	(4)	þ Describe elective Predecessor Employer Service crediting: The Plan credits service
with any corporation or other entity acquired through a stock purchase, an asset purchase, a
merger, or otherwise by an Employer to the extent the Plan Administrator, in its discretion,
determines that such employment shall be included as Year of Service and provided such credit
is given on a uniform and nondiscriminatory basis with respect to all Employees of such
Corporation.





[Note: Under Election 13(b)(4), the Employer may describe service crediting from the elections
available under Elections 13(b) (1) through (3), or a combination thereof as to a Participant group
and/or Contribution Type (e.g., For all purposes credit service with X only on/after 1/1/05 OR
Credit all service for all purposes with entities the Employer acquires after 12/31/04 OR Service
crediting for X Company applies only for purposes of Nonelective Contributions and not for Matching
Contributions).]



© 2008 Bank of Oklahoma, N.A.




6









 





Nonstandardized 401(k) Plan




ARTICLE II

ELIGIBILITY REQUIREMENTS





	14.	 	ELIGIBILITY (2.01). To become a Participant in the Plan, an Eligible Employee must
satisfy (Choose one of (a) or (b)):





[Note: If the Employer under a safe harbor plan elects “early” eligibility for Elective Deferrals
(e.g., less than one Year of Service and age 21), but does not elect early eligibility for any Safe
Harbor Contributions, also see Election 30(f).]




	(a)	o 	No conditions. No eligibility conditions as to all Contribution Types. Entry is on the
Employment Commencement Date (if that date is also an Entry Date), or if later, upon the next
following Plan Entry Date.





[Note: No eligibility conditions apply to Prevailing Wage Contributions unless the Prevailing Wage
Contract provides otherwise. See Section 2.01(D).]




	(b)	þ 	Conditions. The following eligibility conditions (either as to all Contribution Types or
as to the designated Contribution Type) (Choose one or more of (1) through (8) as applicable):





[Note: For this Election 14, unless described otherwise in Election 14(b)(8)), or the context
otherwise requires, Elective Deferrals includes Pre-Tax Deferrals, Roth Elective Deferrals and
Employee Contributions, Matching includes all Matching Contributions (except Safe Harbor Matching
Contributions under Section 3.05(E)(3) and Operational QMACs under Section 3.03(C) (2) ) and
Nonelective includes all Nonelective Contributions (except Safe Harbor Nonelective Contributions
under Section 3.05(E) (2) and Operational QNECs under Section 3.04(C) (2) ). Safe Harbor includes Safe
Harbor Nonelective and Safe Harbor Matching Contributions. If the Employer elects more than one
Year of Service as to Additional Matching, the Plan will not satisfy the ACP test safe harbor. See
Section 3.05(F)(3).]



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(1)	 	 	 	(2)	 	 	 	 	 	(5)
	 	 	 	 	 	 	 	 	All	 	 	 	Elective	 	(3)	 	(4)	 	Safe
	 	 	 	 	 	 	 	 	Contributions	 	 	 	Deferrals	 	Matching	 	Nonelective	 	Harbor
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)	     	o	     	None. Entry on the Employment
Commencement Date (if that date
is also an Entry Date) or if later, upon
the next following Plan Entry Date.	 	N/A

(See Election

14(a))	 	 	 	o	 	o	 	o	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(2)	 	o	 	Age            (not to exceed age 21).	 	o	 	OR	 	o	 	o	 	o	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(3)	 	þ	 	One Year of Service. See Election 16(a).	 	o	 	OR	 	o	 	þ	 	þ	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(4)	 	o	 	Two Years of Service (without an intervening
Break in Service). 100% vesting is required.
[Note: Two Years of Service does not apply to
Elective Deferrals, Safe Harbor Contributions
or SIMPLE Contributions.]	 	N/A	 	 	 	N/A	 	o	 	o	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(5)	 	þ	 	One month(s) (not exceeding 12 months
for Elective Deferrals, Safe Harbor Contributions
and SIMPLE Contributions and not exceeding 24
months for other contributions). If more than 12
months, 100% vesting is required. Service need
not be continuous (no minimum Hours of Service
required, and is mere passage of time).	 	o	 	OR	 	þ	 	o	 	o	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(6)	 	o	 	______ month(s) with at least                      Hours
of Service in each month (not exceeding 12
months for Elective Deferrals, Safe Harbor
Contributions and SIMPLE Contributions and
not exceeding 24 months for other contributions).
If more than 12 months, 100% vesting is required.
If the Employee does not complete the designated
Hours of Service each month during the specified
monthly time period, the Employee is subject to
the one Year of Service (or two Years of Service
if elect more than 12 months) requirement with
1,000 Hours of Service per Year of Service. The
months during which the Employee completes the
specified Hours of Service (Choose one of a. or b.):	 	o	 	OR	 	o	 	o	 	o	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	a.
	     	o
	     	Consecutive. Must be consecutive.	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	b.
	 	o
	 	Not consecutive. Need not be consecutive.	 	 	 	 	 	 	 	 	 	 	 	 





© 2008 Bank of Oklahoma, N.A.





7









 





Nonstandardized 401(k) Plan






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(1)	 	 	 	(2)	 	 	 	 	 	(5)
	 	 	 	 	 	 	 	 	All	 	 	 	Elective	 	(3)	 	(4)	 	Safe
	 	 	 	 	 	 	 	 	Contributions	 	 	 	Deferrals	 	Matching	 	Nonelective	 	Harbor
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(7)	     	o	     	______ Hours of Service within the                     
time period following the Employee’s Employment
Commencement Date (not exceeding 12 months for
Elective Deferrals, Safe Harbor Contributions and
SIMPLE Contributions and not exceeding 24 months
for other contributions). If more than 12 months,
100% vesting is required. If the Employee does not
complete the designated Hours of Service during the
specified time period (if any), the Employee is
subject to the one Year of Service (or two Years of
Service if elect more than 12 months) requirement
with 1,000 Hours of Service per Year of Service.	 	o	 	OR	 	o	 	o	 	o	 	o






[Note: The Employer may complete the second blank in Election 14(b)(7) with “N/A” if the Employer
wishes to impose an Hour of Service requirement without specifying a time period within which an
Employee must complete the required Hours of Service.]




	 	(8)	o	Describe eligibility conditions: 
 






[Note: The Employer may use Election 14(b)(8) to describe different eligibility conditions as to
different Contribution Types or Employee groups (e.g., As to all Contribution Types, no eligibility
requirements for Division A Employees and one Year of Service as to Division B Employees). The
Employer also may elect different ages for different Contribution Types and/or to specify different
months or Hours of Service requirements under Elections 14(b)(5), (b)(6), or (b)(7) as to different
Contribution Types. Any election must satisfy Code §410(a).]




	15.	 	SPECIAL ELIGIBILITY EFFECTIVE DATE (DUAL ELIGIBILITY) (2.01(E)). The eligibility
conditions of Election 14 (Choose (a) or choose (b) and (c) as applicable):






	(a)	þ 	No exceptions. Apply to all Employees.





[Note: Elections 15(b) or (c) may trigger a coverage failure under Code §410(b).]




	(b)	o 	Waiver of eligibility conditions for certain Employees. For all
Contribution Types, apply solely to an Eligible Employee employed
or reemployed by the Employer after ___________
(specify date). If the Eligible Employee was employed or
reemployed by the Employer by the specified date, the Employee
will become a Participant on the latest of: (i) the Effective
Date; (ii) the restated Effective Date; (iii) the Employee’s
Employment Commencement Date or Re-Employment Commencement Date;
or (iv) on the date the Employee attains age ______ (not
exceeding age 21).





[Note: If the Employer does not wish to impose an age condition under clause (iv) as part of the
requirements for the eligibility conditions waiver, leave the age blank.]




	(c)	o 	Describe special eligibility Effective Date(s):
 







[Note: Under Election 15(c), the Employer may describe special eligibility Effective Dates as to a
Participant group and/or Contribution Type (e.g., Eligibility conditions apply only as to
Nonelective Contributions and solely as to the Eligible Employees of Division B who were hired or
reemployed by the Employer after January 1, 2007).]




	16.	YEAR OF SERVICE — ELIGIBILITY (2.02(A)). (Choose (a), (b), and (c) as applicable):





[Note: If the Employer under Election 14 elects a one or two Year(s) of Service condition
(including any requirement which defaults to such conditions under Elections 14(b)(6), (7), and
(8)) or elects to apply a Year of Service for eligibility under any other Adoption Agreement
election, the Employer should complete Election 16. The Employer should not complete Election 16 if
it elects the Elapsed Time Method for eligibility.]




	(a)	þ 	Year of Service. An Employee must complete 1000 Hour(s) of
Service during the relevant Eligibility Computation Period to
receive credit for one Year of Service under Article II.
[Note: The number may not exceed 1,000. If left blank, the
requirement is 1,000 Hours of Service. Under Elections
14(b)(6) and (b)(7) and under Election 14(b)(8) if it
incorporates Elections 14(b)(6) or (7), the number is 1,000
and the Employer should not supply any other number in the
blank.]







	(b)	þ 	Subsequent Eligibility Computation Periods. After the Initial
Eligibility Computation Period described in Section
2.02(C) (2) , the Plan measures Subsequent Eligibility
Computation Periods as (Choose one of (1) , (2) , or (3)):






	 	(1) 	þ 	Plan Year. The Plan Year, beginning with the Plan Year which includes the first
anniversary of the Employee’s Employment Commencement Date.
	 
	 	(2) 	o 	Anniversary Year. The Anniversary Year, beginning with the Employee’s second
Anniversary Year.
	 
	 	(3) 	o 	Split. The Plan Year as described in Election 16(b) (1) as to:       
                    
(describe Contribution Type(s)) and the Anniversary Year as
described in Election 16(b) (2) as to:          
                  (describe
Contribution Type(s)).





[Note: To maximize delayed entry under a two Years of Service condition for Nonelective
Contributions or Matching Contributions, the Employer should elect to remain on the Anniversary
Year for such contributions.]




	(c)	o 	Describe:              
             
              
             
              
             
              
                
(e.g., Anniversary Year as to Division A and Plan Year as to Division B.)





© 2008 Bank of Oklahoma, N.A.





8











 




Nonstandardized 401(k) Plan





	17.	 	ENTRY DATE (2.02(D)). Entry Date means the Effective Date and (Choose one or more of
(a) through (f) as applicable):




[Note: For this Election 17, unless described otherwise in Election 17(f), Elective Deferrals
includes Pre-Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes
all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective
includes all Nonelective Contributions (except Operational QNECs under Section 3.04(C)(2)). Entry
as to Prevailing Wage Contributions is on the Employment Commencement Date unless the Prevailing
Wage Contract provides otherwise. See Section 2.02(D). ]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(1)	 	 	 	(2)	 	 	 	 
	 	 	 	 	 	 	All	 	 	 	Elective	 	(3)	 	(4)
	 	 	 	 	 	 	Contributions	 	 	 	Deferrals	 	Matching	 	Nonelective
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a)

	 	o
	 	Semi-annual. The first day of the
first month and of the seventh
month of the Plan Year.
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b)

	 	o
	 	First day of Plan Year
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c)

	 	þ
	 	First day of each Plan Year quarter
	 	o
	 	OR
	 	o
	 	þ
	 	þ
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d)

	 	þ
	 	The first day of each month
	 	o
	 	OR
	 	þ
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e)

	 	o
	 	Immediate. Upon Employment
Commencement Date or if later,
upon satisfaction of eligibility
conditions.
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f)

	 	o
	 	Describe Entry Date(s):
 







[Note: Under Election 17(f), the Employer may describe Entry Dates from the elections
available under Elections 17(a) through (e), or a combination thereof as to a Participant group
and/or Contribution Type or may elect additional Entry Dates (e.g., As to Matching Contributions
excluding Additional Matching, immediate as to Division A Employees and semi-annual as to Division
B Employees OR the earlier of the Plan’s semi-annual Entry Dates or the entry dates under the
Employer’s medical plan).]





	18.	 	PROSPECTIVE/RETROACTIVE ENTRY DATE (2.02(D)). An Employee after satisfying the
eligibility conditions in Election 14 will become a Participant (unless an Excluded Employee under
Election 8) on the Entry Date (if employed on that date) (Choose one or more of (a) through (f) as
applicable):




[Note: Unless otherwise excluded under Election 8, an Employee who remains employed by the Employer
on the relevant date must become a Participant by the earlier of: (i) the first day of the Plan
Year beginning after the date the Employee completes the age and service requirements of Code
§410(a); or (ii) 6 months after the date the Employee completes those requirements. For this
Election 18, unless described otherwise in Election 18(f), Elective Deferrals includes Pre-Tax
Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions
(except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective
Contributions, (except Operational QNECs under Section 3.04(C)(2)).]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(1)	 	 	 	(2)	 	 	 	 
	 	 	 	 	 	 	All	 	 	 	Elective	 	(3)	 	(4)
	 	 	 	 	 	 	Contributions	 	 	 	Deferrals	 	Matching	 	Nonelective
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a)

	 	þ
	 	Immediately following
or coincident with the
date the Employee
completes the
eligibility conditions.
	 	o
	 	OR
	 	þ
	 	þ
	 	þ
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b)

	 	o
	 	Immediately following
the date the Employee
completes the
eligibility conditions.
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c)

	 	o
	 	Immediately preceding
or coincident with the
date the Employee
completes the
eligibility conditions.
	 	N/A
	 	 	 	N/A
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d)

	 	o
	 	Immediately preceding
the date the Employee
completes the
eligibility conditions.
	 	N/A
	 	 	 	N/A
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e)

	 	o
	 	Nearest the date the
Employee completes the
eligibility conditions.
	 	N/A
	 	 	 	N/A
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f)

	 	o
	 	Describe
retroactive/prospective
entry relative to Entry
Date:
 







[Note: Under Election 18(f), the Employer may describe the timing of entry relative to an
Entry Date from the elections available under Elections 18(a) through (e), or a combination thereof
as to a Participant group and/or Contribution Type (e.g., As to Matching Contributions excluding
Additional Matching nearest as to Division A Employees and immediately following as to Division B
Employees).]





	19.	 	BREAK IN SERVICE — PARTICIPATION (2.03). The one year hold-out rule described in
Section 2.03(C) (Choose one of (a), (b), or (c)):






	(a)	þ	 Does not apply.
	 
	(b)	o	 Applies. Applies to the Plan and to all Participants.





© 2008 Bank of Oklahoma, N.A.




9









 








Nonstandardized 401(k) Plan





	(c)	o	 Limited application. Applies to the Plan, but only to a Participant who has incurred a
Severance from Employment.




[Note: The Plan does not apply the rule of parity under Code §410(a)(5)(D) unless the Employer in
Appendix B specifies otherwise. See Section 2.03(D).]




ARTICLE III

PLAN CONTRIBUTIONS AND FORFEITURES





	20.	 	ELECTIVE DEFERRAL LIMITATIONS (3.02(A)). The following limitations apply to
Elective Deferrals under Elections 6(a) and 6(b), which are in addition to those limitations
imposed under the basic plan document (Choose (a) or choose (b) and (c) as applicable):






	(a)	þ	 None. No additional Plan imposed limits.




[Note: The Employer under Election 20 may not impose a lower deferral limit applicable only to
Catch-Up Eligible Participants and the Employer’s elections must be nondiscriminatory. The elected
limits apply to Pre-Tax Deferrals and to Roth Deferrals unless described otherwise. Under a safe
harbor plan: (i) NHCEs must be able to defer enough to receive the maximum Safe Harbor Matching and
Additional Matching Contribution under the plan and must be permitted to defer any lesser amount;
and (ii) the Employer may limit Elective Deferrals to a whole percentage of Compensation or to a
whole dollar amount. See Section 1.54(C) as to administrative limitations on Elective Deferrals.]





	(b)	o 	Additional Plan limit(s). (Choose (1) and (2) as applicable. Complete (3) if (1) or (2)
is chosen):






	 	(1)	o 	 Maximum deferral amount. A Participant’s Elective Deferrals may not exceed:
_______________
(specify dollar amount or percentage of
Compensation).
	 
	 	(2)	o 	 Minimum deferral amount. A Participant’s Elective Deferrals may not be less
than: _______________ (specify dollar amount or
percentage of Compensation).






	 	(3)	 	Application of limitations. The Election 20(b)(1) and (2) limitations apply based on
Elective Deferral Compensation described in Elections 9 — 11. If the Employer elects Plan
Year/Participation Compensation under column (1) and in Election 10 elects Participating
Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply
the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation
based on such Compensation during the designated time period and only to HCEs as elected
below. (Choose a. or choose b. and c. as applicable. Under each of a., b. or c. choose one
of (1) or (2). Choose (3) if applicable):





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(1)	 	 	 	 
	 	 	 	 	 	 	Plan Year/Participating	 	(2)	 	(3)
	 	 	 	 	 	 	Compensation	 	Payroll period	 	HCEs only
	 
	 	 	 	 	 	 	 	 	 	 
	a.

	 	o
	 	Both. Both limits
under Elections
20(b)(1) and (2).
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 
	b.

	 	o
	 	Maximum limit. The
maximum amount
limit under
Election 20(b)(1).
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 
	c.

	 	o
	 	Minimum limit. The
minimum amount
limit under
Election 20(b)(2).
	 	o
	 	o
	 	o







	(c)	o 	 Describe Elective Deferral limitation(s):
 






[Note: Under Election 20(c), the Employer: (i) may describe limitations on Elective Deferrals from
the elections available under Elections 20(a) and (b) or a combination thereof as to a Participant
group (e.g., No limit applies to Division A Employees. Division B Employees may not defer in excess
of 10% of Plan Year Compensation); (ii) may elect a different time period to which the limitations
apply; and/or ( iii ) may apply a different limitation to Pre-Tax Deferrals and to Roth Deferrals.]





	21.	 	AUTOMATIC DEFERRAL (3.02(B)). The Automatic Deferral provisions of Section 3.02(B) (Choose one of (a) or (b)):






	(a)	o 	Do not apply.
	 
	(b)	þ 	 Apply. The Automatic Deferral Effective Date is: April 1,
2003 (specify date). (Complete (1), (2), and (3) . Choose
(4) as applicable ):






	 	(1)	 	Automatic Deferral Amount. The Employer, as to each Participant affected, will
withhold as the Automatic Deferral Amount, 3% from the Participant’s
Compensation each payroll period unless the Participant makes a Contrary Election.
	 
	 	(2)	 	Participants affected. The Automatic Deferral applies to (Choose one of a., b., c.,
or d.):






	 	a.	o 	All Participants. All Participants, regardless of any prior Salary
Reduction Agreement, unless and until they make a Contrary Election after the
Automatic Deferral Effective Date.
	 
	 	b.	o 	Election of at least Automatic Deferral amount. All Participants, except
those who have in effect a Salary Reduction Agreement on the Automatic Deferral
Effective Date provided that the Elective Deferral amount under the Agreement is at
least equal to the Automatic Deferral Amount.
	 
	 	c.	o 	No existing Salary Reduction Agreement. All Participants, except those
who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective
Date regardless of the Elective Deferral amount under the Agreement.





© 2008 Bank of Oklahoma, N.A.





10









 








Nonstandardized 401(k) Plan





	 	d.	þ 	 New Participants. Each Employee whose Entry Date is on or following the
Automatic Deferral Effective Date.






	 	(3)	 	Scheduled increases. The Automatic Deferral Amount will or will not increase (as a
percentage of Compensation) in Plan Years following the Plan Year containing the Automatic
Deferral Effective Date (or, if later, the Plan Year in which the Automatic Deferral first
applies to a Participant) as follows (Choose one of a., b., or c.):






	 	a.	þ 	No scheduled increase. The Automatic Deferral Amount applies in all Plan Years.
	 
	 	b.	o 	Scheduled increase. The Automatic Deferral Amount will increase as follows:





	 	 	 	 	 
	Plan Year of application to a Participant
	 	Automatic Deferral Amount

	1

	 	 	3	%
	2

	 	 	3	%
	3

	 	 	4	%
	4

	 	 	5	%
	5 and thereafter

	 	 	6	%







	 	c.	o 	Other scheduled increase. The Automatic Deferral Amount will increase as follows:






	 	 	 
	Plan Year of application to a Participant
	 	Automatic Deferral Amount

	______


	 	______%
	______

	 	______%
	______

	 	______%
	______

	 	______%
	______

	 	______%







	 	(4)	o 	Describe Automatic Deferral:
 






[Note: Under Election 21(b)(4), the Employer may describe Automatic Deferral provisions from the
elections available under Election 21 and/or a combination thereof as to a Participant group (e.g.,
Automatic Deferrals do not apply to Division A Employees. All Division B Employee/Participants are
subject to an Automatic Deferral Amount equal to 3% of Compensation effective as of January 1,
2008).]





	22.	 	CODA (3.02(C)). The CODA provisions of Section 3.02(C) (Choose one of (a) or (b)):






	(a)	þ 	Do not apply.
	 
	(b)	o 	Apply. For each Plan Year for which the Employer makes a designated
CODA contribution under Section 3.02(C), a Participant may elect to
receive directly in cash not more than the following portion (or, if
less, the Elective Deferral Limit) of his/her proportionate share of
that CODA contribution (Choose one of (1) or (2)):






	 	(1)	o 	 All or any portion.
	 
	 	(2)	o 	______%






	23.	 	CATCH-UP DEFERRALS (3.02(D)). A Catch-Up Eligible Participant (Choose one of (a) or (b)):






	(a)	þ 	 Permitted. May make Catch-Up Deferrals to the Plan.
	 
	(b)	o 	Not Permitted. May not make Catch-Up Deferrals to the Plan.






	24.	 	MATCHING CONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER
SECTION 3.05) (3.03(A)). The Employer Matching Contributions under Election 6(c) are subject to
the following additional elections regarding type (discretionary/fixed), rate/amount, limitations
and time period (collectively, such elections are “the matching formula”) and the allocation of
Matching Contributions is subject to Section 3.06 except as otherwise provided (Choose one or more
of (a) through (g) as applicable; then, for the elected match, complete (1), (2), and/or (3) as
applicable. If the Employer completes (2) or (3), also complete one of (4), (5), or (6)):




[Note: If the Employer wishes to make any Matching Contributions that satisfy the ADP or ACP safe
harbor, the Employer should make these Elections under Election 30, and not under this Election
24.]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(2)	 	 	 	 	 	(5)	 	(6)
	 	 	 	 	 	 	 	 	(1)	 	Limit on	 	(3)	 	(4)	 	Apply	 	Apply
	 	 	 	 	 	 	 	 	Match	 	Deferrals	 	Limit on	 	Apply	 	limit(s) per	 	limit(s) per
	 	 	 	 	 	 	 	 	Rate/Amt	 	Matched	 	Match Amount	 	limit(s) per	 	payroll	 	designated
	 	 	 	 	 	 	 	 	[$/% of Elective	 	[$/% of	 	[$/% of	 	Plan Year	 	period [no	 	time period
	 	 	 	 	 	 	 	 	Deferrals]	 	Compensation]	 	Compensation]	 	[“true-up”]	 	“true-up”]	 	[no “true-up”]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a)

	 	o
	 	Discretionary —
see Section 1.34(B) (The
Employer may, but is not
required to complete
(a)(1)-(6). See the “Note”
following Election 24.)
	 	______	 	______
	 	______
	 	o
	 	o
	 	o ______
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b)

	 	o
	 	Fixed — uniform
rate/amount
	 	______
	 	______
	 	______
	 	o
	 	o
	 	o ______





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Nons tandardized 401(k) Plan




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(2)	 	 	 	 	 	(5)	 	(6)
	 	 	 	 	 	 	 	 	(1)	 	Limit on	 	(3)	 	(4)	 	Apply	 	Apply
	 	 	 	 	 	 	 	 	Match	 	Deferrals	 	Limit on	 	Apply	 	limit(s) per	 	limit(s) per
	 	 	 	 	 	 	 	 	Rate/Amt	 	Matched	 	Match Amount	 	limit(s) per	 	payroll	 	designated
	 	 	 	 	 	 	 	 	[$/% of Elective	 	[$/% of	 	[$/% of	 	Plan Year	 	period [no	 	time period
	 	 	 	 	 	 	 	 	Deferrals]	 	Compensation]	 	Compensation]	 	[“true-up”]	 	“true-up”]	 	[no “true-up”]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c)

	 	o
	 	Fixed —  tiered
	 	Elective

Deferral %
	 	Matching

Rate
	 	______
	 	______
	 	o
	 	o
	 	o ______
	 

	 	 	 	 	 	 	 	______%
	 	 	______	%	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	______%
	 	 	______	%	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	______%
	 	 	______	%	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	______%
	 	 	______	%	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d)

	 	þ
	 	Fixed — Years of Service
	 	Years
of Service
	 	Matching
Rate
	 	first 6
	 	______
	 	o
	 	þ
	 	o ______
	 

	 	 	 	 	 	 	 	<4
	 	 	50	%	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	4-9
	 	 	100	%	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	10-14
	 	 	150	%	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	15 +
	 	 	200	%	 	 	 	 	 	 	 	 	 	 






	 	(1)	 	“Years of Service” under this Election 24(d) means (Choose one of a. or b.):






	 	a.	o	Eligibility. Years of Service for eligibility in Election 16.
	 
	 	b.	þ	Vesting. Years of Service for vesting in Elections 42 and 43.









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e)

	 	o
	 	Fixed — multiple formulas
	 	Formula 1: ______
	 	 	 	______
	 	______
	 	o
	 	o
	 	o ______
	 

	 	 	 	 	 	 	 	Formula 2: ______
	 	 	 	______
	 	______
	 	o
	 	o
	 	o ______
	 

	 	 	 	 	 	 	 	Formula 3: ______
	 	 	 	______
	 	______
	 	o
	 	o
	 	o ______







	(f)	þ 	 Related and Participating Employers. If any Related and Participating Employers
contribute Matching Contributions to the Plan, the following apply (Complete (1) and (2)):






	 	(1)	 	Matching formula. The matching formula for the Participating Employer(s) (Choose one
of a. or b.):






	 	a.	þ 	All the same. Is (are) the same as for the Signatory Employer under this Election 24.
	 
	 	b.	o 	At least one different. Is (are) as follows:
__________________________.






	 	(2)	 	Allocation sharing. The Plan Administrator will allocate the Matching Contributions
made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.):






	 	a.	o 	Employer by Employer. Only to the Participants directly employed by the
contributing Employer.
	 
	 	b.	þ 	Across Employer lines. To all Participants regardless of which Employer
directly employs them and regardless of whether their direct Employer made Matching
Contributions for the Plan Year.




[Note: The Employer should not elect 24(f) unless there are Related Employers which are also
Participating Employers. See Section 1.23(D).]





	(g)	þ 	Describe:  See attached Appendix F for further Description of Fixed Matching
Contributions made each payroll period  (e.g., A Discretionary Matching Contribution
applies to Division A Participants. A Fixed Matching Contribution equal to 50% of Elective
Deferrals not exceeding 6% of Plan Year Compensation applies to Division B Participants.)




[Note: See Section 1.34(A) as to Fixed Matching Contributions. A Participant’s Elective
Deferral percentage is equal to the Participant’s Elective Deferrals divided by his/her
Compensation. The matching rate/amount is the specified rate/amount of match for the corresponding
Elective Deferral amount/percentage. Any Matching Contributions apply to Pre-Tax Deferrals and to
Roth Deferrals unless described otherwise in Election 24(g) . Matching Contributions for
nondiscrimination testing purposes are subject to the targeting limitations. See Section 4.10(D).
The Employer under Election 24(a) in its discretion may determine the amount of a Discretionary
Matching Contribution and the matching contribution formula. Alternatively, the Employer in
Election 24(a) may specify the Discretionary Matching Contribution formula.]





	25.	 	QMAC (PLAN-DESIGNATED) (3.03(C)(1)). The following provisions apply regarding
Plan-Designated QMACs (Choose one of (a) or (b)):




[Note: Regardless of its elections under this Election 25, the Employer under Section 3.03(C)(2)
may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QMACs
which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or
ACP test failure.]





	(a)	þ 	Not applicable. There are no Plan-Designated QMACs.
	 
	(b)	o 	Applies. There are Plan-Designated QMACs to which the following provisions apply (Complete (1) and (2)):






	 	(1)	 	Matching Contributions affected. The following Matching Contributions (as allocated
to the designated allocation group under Election 25(b)(2)) are Plan-Designated QMACs
(Choose one of a. or b.):






	 	a.	o 	 All. All Matching Contributions.
	 
	 	b.	o 	 Designated. Only the following Matching Contributions under Election 24:
                                        
.





© 2008 Bank of Oklahoma, N.A.





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Nonstandardized 401(k) Plan





	 	(2)	 	Allocation Group. Subject to Section 3.06, allocate the Plan-Designated QMAC (Choose
one of a. or b.):






	 	a.	o 	NHCEs only. Only to NHCEs who make Elective Deferrals subject to the Plan-Designated QMAC.
	 
	 	b.	o 	All Participants. To all Participants who make Elective Deferrals subject to the Plan-Designated QMAC.




The Plan Administrator will allocate all other Matching Contributions as Regular Matching
Contributions under Section 3.03(B), except as provided in Sections 3.03(C)(2) or 3.05.



[Note: See Section 4.10(D) as to targeting limitations applicable to QMAC nondiscrimination
testing.]





	26.	 	MATCHING CATCH-UP DEFERRALS (3.03(D)). If a Participant makes a Catch-Up
Deferral, the Employer (Choose one of (a) or (b)):






	(a)	þ 	Match. Will apply to the Catch-Up Deferral (Choose one of (1) or (2)):






	 	(1)	þ 	All. All Matching Contributions.
	 
	 	(2)	o 	 Designated. The following Matching Contributions in Election 24:
                                                .






	(b)	o 	 No Match. Will not match any Catch-Up Deferrals.




[Note: Election 26 does not apply to a safe harbor 401(k) plan unless the Employer will apply the
ACP test. See Elections 37(a)(2)b. and 37(a)(2)c.(ii). In this case, Election 26 applies only to
Additional Matching, if any. A safe harbor 401(k) Plan will apply the Basic Match or Enhanced Match
to Catch-Up Deferrals. If the Employer elects to apply the ACP test safe harbor under Election
37(a)(2)a. or 37(a)(2)c.(i), Election 26 does not apply and the Plan also will apply any Additional
Match to Catch-Up Deferrals.]





	27.	 	NONELECTIVE CONTRIBUTIONS ( TYPE/AMOUNT INCLUDING PREVAILING WAGE CONTRIBUTIONS)
 (3.04(A)). The Employer Nonelective Contributions under Election 6(d) are subject to the
following additional elections as to type and amount (Choose one or more of (a) through (e) as
applicable):






	(a)	þ 	Discretionary. An amount the Employer in its sole discretion may determine.
	 
	(b)	þ 	Fixed. (Choose one or more of (1), (2), and (3) as applicable):






	 	(1)	o 	Uniform %.         % of each
Participant’s Compensation, per
              
           
              
  (e.g., Plan Year, month).
	 
	 	(2)	o 	 Fixed dollar amount. $        
, per             
         (e.g., Plan Year, month, HOS, per Participant per month).
	 
	 	(3)	þ 	 Describe: See Nonelective Contribution Description in attached Appendix F
  (specify time period, e.g., per Plan Year quarter. If not specified, the time period
is the Plan Year).




[Note: The Employer under Election 27(b)(3) may specify any Fixed Nonelective Contribution formula
not described under Elections 27(b)(1) or (2) (e.g., For each Plan Year, 2% of net profits
exceeding $50,000) and/or the Employer may describe different Fixed Nonelective Contributions as
applicable to different Participant groups (e.g., A Fixed Nonelective Contribution equal to 5% of
Plan Year Compensation applies to Division A Participants and a Fixed Nonelective Contribution
equal to $500 per Participant each Plan Year applies to Division B Participants) .]





	(c)	o 	Prevailing Wage Contribution. The Prevailing Wage Contribution amount(s) specified for
the Plan Year or other applicable period in the Employer’s Prevailing Wage Contract(s). The
Employer will make a Prevailing Wage Contribution only to Participants covered by the Contract
and only as to Compensation paid under the Contract. If the Participant accrues an allocation
of Employer Contributions (including forfeitures) under the Plan or any other Employer plan in
addition to the Prevailing Wage Contribution, the Plan Administrator will (Choose one of (1)
or (2)):






	 	(1)	o 	No offset. Not reduce the Participant’s Employer Contribution allocation by the
amount of the Prevailing Wage Contribution.
	 
	 	(2)	o 	Offset. Reduce the Participant’s Employer Contribution allocation by the amount of the Prevailing Wage Contribution.






	(d)	þ 	 Related and Participating Employers. If any Related and Participating Employers contribute Nonelective Contributions to
the Plan, the contribution formula(s) (Choose one of (1) or (2)):






	 	(1)	þ 	All the same. Is (are) the same as for the Signatory Employer under this Election 27.
	 
	 	(2)	o 	 At least one different. Is (are) as follows:                                         .




[Note: The Employer should not elect 27(d) unless there are Related Employers which are also
Participating Employers. See Section 1.23(D). The Employer electing 27(d) also must complete
Election 28(g) as to the allocation methods which apply to the Participating Employers.]





	(e)	o 	Describe:
 






[Note: Under Election 27(e), the Employer may describe the amount and type of Nonelective
Contributions from the elections available under Election 27 and/or a combination thereof as to a
Participant group (e.g., A Discretionary Nonelective Contribution applies to Division A Employees.
A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division B
Employees).]




© 2008 Bank of Oklahoma, N.A.





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Nonstandardized 401(k) Plan





	28.	 	NONELECTIVE CONTRIBUTION ALLOCATION (3.04(B)). The Plan Administrator, subject to
Section 3.06, will allocate to each Participant any Nonelective Contribution (excluding QNECs)
under the following contribution allocation formula (Choose one or more of (a) through (h) as
applicable):






	(a)	þ	Pro rata. As a uniform percentage of Participant Compensation.
	 
	(b)	o	Permitted disparity. In accordance with the permitted disparity allocation provisions of Section 3.04(B)(2),
under which the following permitted disparity formula and definition of “Excess Compensation” apply (Complete
(1) and (2)):






	 	(1)	Formula (Choose one of a. or b.):






	 	a.	o	Two-tiered.
	 
	 	b.	o	Four-tiered.






	 	(2)	Excess Compensation. For purposes of Section 3.04(B)(2), “Excess Compensation” means
Compensation in excess of (Choose one of a. or b.):






	 	a.	o	Percentage amount. _________% (not exceeding 100%) of the
taxable wage base in effect on the first day of the Plan Year, rounded to the next
highest $________ (not exceeding the taxable wage base).
	 
	 	b.	o	Dollar amount. The following amount: $________ (not exceeding the
taxable wage base in effect on the first day of the Plan Year).






	(c)	þ	 Incorporation of contribution formula. The Plan
Administrator will allocate any Fixed Nonelective
Contribution under Elections 27(b), 27(d) or 27(e), or any
Prevailing Wage Contribution under Election 27(c), in
accordance with the contribution formula the Employer
adopts under those Elections.
	 
	(d)	o	Classifications of Participants. In accordance with the
classifications allocation provisions of Section
3.04(B)(3). The classifications are (Choose one of (1),
(2), or (3)):




[Note: Typically, the Employer would elect 28(d) where it intends to satisfy nondiscrimination
requirements using “cross-testing” under Treas. Reg. §1.401(a)(4)-8. However, choosing this
election does not necessarily require application of cross-testing and the Plan may be able to
satisfy nondiscrimination as to its classification-based allocations by testing allocation rates.]





	 	(1)	o	Each in own classification. Each Participant constitutes a separate classification.
	 
	 	(2)	o	NHCEs/HCEs. Nonhighly Compensated Employee/Participants and Highly Compensated Employee/Participants.
	 
	 	(3)	o	Describe the classifications: ____________________________________________




[Note: Any classifications under Election 28(d) must result in a definitely determinable allocation
under Treas. Reg. §1.401-1(b)(1)(ii) and must constitute a reasonable classification within the
meaning of Treas. Reg. §1.410(b)-4(b). The number of allocation rates is subject to the limitations
in Section 3.04(B)(3)(b). Standard interest and mortality assumptions under Treas. Reg.
§1.401(a)(4)-12 apply. In the case of a self-employed Participant, the requirements of Treas. Reg.
§1.401(k)-1(a)(6) apply and the allocation method should not result in a cash or deferred election
for the self-employed Participant. The Employer by the due date of its tax return (including
extensions) must advise the Plan Administrator or Trustee in writing as to the allocation rate
applicable to each Participant under Election 28(d)(1) or applicable to each classification under
Elections 28(d)(2) or (3) for the allocation Plan Year. Under Election 28(d)(1), the Employer may
decide from year to year the classification (allocation rate) applicable to each Participant,
without the need to amend the Plan to change the classification.]





	(e)	o	Age-based. In accordance with the age-based allocation provisions of Section
3.04(B)(5). The Plan Administrator will use the Actuarial Factors based on the following
assumptions (Complete both (1) and (2)):






	 	(1)	Interest rate. (Choose one of a., b., or c.):






	 	a.	o	7.5%           b.    
o    8.0%
          c.    
o    8.5%






	 	(2)	Mortality table. (Choose one of a. or b.):






	 	a.	o	UP-1984. See Appendix D.
	 
	 	b.	o	Alternative: ___________________________ (Specify 1983 GAM, 1983 IAM, 1971 GAM or 1971 IAM and attach applicable tables
using such mortality table and the specified interest rate as replacement Appendix D.)






	(f)	o	Uniform points. In accordance with the uniform points allocation provisions of Section
3.04(B)(6). Under the uniform points allocation formula, a Participant receives (Choose one or
both of (1) and (2). Choose (3) if applicable):






	 	(1)	o	Years of Service. ____________ point(s) for each Year of
Service. The maximum number of Years of Service counted for points is _________.
	 
	 	 	“Year of Service” under this Election 28(f) means (Choose one of a. or b.):






	 	a.	o	Eligibility. Years of Service for eligibility in Election 16.
	 
	 	b.	o	Vesting. Years of Service for vesting in Elections 42 and 43.






[Note: A Year of Service must satisfy Treas. Reg. §1.401(a)(4)-11(d)(3) for the uniform
points allocation to qualify as a safe harbor allocation under Treas. Reg.
§1.401(a)(4)-2(b)(3).]




	 	(2)	o	Age. ____________ point(s) for each year of age attained
during the Plan Year.





© 2008 Bank of Oklahoma, N.A.





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Nonstandardized 401(k) Plan





	 	(3)	o	Compensation. ____________ point(s) for
each $_________ (not to exceed $200) increment of Plan Year Compensation.






	(g)	þ	Related and Participating Employers. If any Related and Participating Employers contribute Nonelective Contributions to the
Plan, the Plan Administrator will allocate the Nonelective Contributions made by the Participating Employer(s) under
Election 27(d) (Complete (1) and (2)):






	 	(1)	Allocation Method. (Choose one of a. or b.):






	 	a.	þ	All the same. Using the same allocation method as applies to the Signatory Employer under this Election 28.
	 
	 	b.	o	At least one different. Under the following allocation method(s): ___________________________.






	 	(2)	Allocation sharing. The Plan Administrator will allocate the Nonelective
Contributions made by the Signatory Employer and by any Participating Employer (Choose one
of a. or b.):






	 	a.	o	Employer by Employer. Only to the Participants directly employed by the
contributing Employer.
	 
	 	b.	þ	Across Employer lines. To all Participants regardless of which Employer
directly employs them and regardless of whether their direct Employer made Nonelective
Contributions for the Plan Year.




[Note: The Employer should not elect 28(g) unless there are Related Employers which are also
Participating Employers. See Section 1.23(D) and Election 27(d). If the Employer elects 28(g)(2)a.,
the Employer should also elect 11(b)(8)b., to disregard the Compensation paid by “Y” Participating
Employer in determining the allocation of the “X” Participating Employer contribution to a
Participant (and vice versa) who receives Compensation from both X and Y. If the Employer elects
28(g)(2)b., the Employer should not elect 11(b)(8)b. Election 28(g)(2)a. does not apply to Safe
Harbor Nonelective Contributions.]





	(h)	þ	Describe:  See attached Nonelective Contribution Allocation Description in the
Attached Appendix F
 (e.g., Pro rata as to Division A Participants and Permitted Disparity
(two-tiered at 100% of the SSTWB) as to Division B Participants.)






	29.	 	QNEC (PLAN-DESIGNATED) (3.04(C)(1)). The following provisions apply regarding
Plan-Designated QNECs (Choose one of (a) or (b)):




[Note: Regardless of its elections under this Election 29, the Employer under Section 3.04(C)(2)
may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QNECs
which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or
ACP test failure.]





	(a)	o	Not applicable. There are no Plan-Designated QNECs.
	 
	(b)	þ	Applies. There are Plan-Designated QNECs to which the following provisions apply (Complete (1), (2), and (3)):






	 	(1)	Nonelective Contributions affected. The following Nonelective Contributions (as
allocated to the designated allocation group under Election 29(b)(2)) are Plan-Designated
QNECs (Choose one of a. or b.):






	 	a.	o	All. All Nonelective Contributions.
	 
	 	b.	þ	Designated. Only the following Nonelective Contributions under Election 27: (b)(3).






	 	(2)	Allocation Group. Subject to Section 3.06, allocate the Plan-Designated QNEC (Choose
one of a. or b.):






	 	a.	þ	NHCEs only. Only to NHCEs under the method elected in Election 29(b)(3).
	 
	 	b.	o	All Participants. To all Participants under the method elected in Election 29(b)(3).






	 	(3)	Allocation Method. The Plan Administrator will allocate a Plan-Designated QNEC using
the following method (Choose one of a., b., c., or d.):






	 	a.	o	Pro rata.
	 
	 	b.	o	Flat dollar.
	 
	 	c.	o	Reverse. See Section 3.04(C)(3).
	 
	 	d.	þ	Describe: See attached Nonelective Contribution Allocation Description in the Attached Appendix F




[Note: Any allocation method the Employer elects under Election 29(b)(3)d. must be definitely
determinable. See Section 4.10(D) as to targeting limitations applicable to QNEC nondiscrimination
testing.]




© 2008 Bank of Oklahoma, N.A.





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Nonstandardized 401(k) Plan





	30.	 	SAFE HARBOR 401(k) PLAN (SAFE HARBOR CONTRIBUTIONS/ADDITIONAL MATCHING CONTRIBUTIONS)
(3.05). The Employer under Election 6(e) will (or in the case of the Safe Harbor Nonelective
Contribution may) contribute the following Safe Harbor Contributions described in Section 3.05(E)
and will or may contribute Additional Matching Contributions described in Section 3.05(F) (Choose
one of (a), (b), (c), or (d) when and as applicable. Complete (e) and (h). Choose (f), (g), and (i)
as applicable):






	(a)	o	Safe Harbor Nonelective Contribution. The Safe Harbor
Nonelective Contribution equals _________% of a
Participant’s Compensation [Note: The amount in the blank
must be at least 3%. The Safe Harbor Nonelective
Contribution applies toward (offsets) most other Employer
Nonelective Contributions. See Section 3.05(E)(11).]
	 
	(b)	o	Safe Harbor Nonelective Contribution/delayed year-by-year
election (maybe and supplemental notices). In connection
with the Employer’s provision of the maybe notice under
Section 3.05(I)(1), the Employer elects into safe harbor
status by giving the supplemental notice and by making this
Election 30(b) to provide for a Safe Harbor Nonelective
Contribution equal to ______% (specify amount at least
equal to 3%) of a Participant’s Compensation. This Election
30(b) and safe harbor status applies for the Plan Year
ending: _____________________ (specify
Plan Year end), which is the Plan Year to which the
Employer’s maybe and supplemental notices apply.




[Note: If the Employer makes a delayed election into safe harbor status under Section 3.05(I)(1),
the Employer must amend the Plan to provide for a Safe Harbor Nonelective Contribution equal to at
least 3% of each Participant’s Compensation. The Employer may make this amendment by substitute
Adoption Agreement page (electing Election 30(b)) or by another form of amendment under Section
11.02(B). An Employer using the maybe notice should not elect a Safe Harbor Nonelective
Contribution under Election 30(a) unless the Employer intends to continue safe harbor status under
this election in the subsequent Plan Year. By making its amendment into safe harbor status under
Election 30(b), the Employer avoids the need to further amend the Plan if the Employer is not
certain that it will apply the safe harbor in the subsequent Plan Year. By contrast, an Employer
which gave the maybe notice and has decided to make the Safe Harbor Nonelective Contribution for
that year and for future years should use Election 30(a). The Employer only elects 30(a) and should
not elect 30(b) if prior to the Plan Year the Employer unequivocally decides to elect safe harbor
status for the Plan Year and provides a safe harbor notice consistent with this election rather
than giving the maybe notice. If the Employer gives the maybe notice and the Employer will or may
make Matching Contributions, the Employer should elect Additional Matching under Election 30(h)(and
should not elect Matching Contributions under Election 24) if it wishes to avoid ACP testing.]





	(c)	o	Basic Matching Contribution. A Matching Contribution equal to 100% of each
Participant’s Elective Deferrals not exceeding 3% of the Participant’s Compensation, plus 50%
of each Participant’s Elective Deferrals in excess of 3% but not in excess of 5% of the
Participant’s Compensation. See Sections 1.34(E) and 3.05(E)(4). (Complete (1)):






	 	(1)	Time period. For purposes of this Election 30(c), “Compensation” and “Elective
Deferrals” mean Compensation and Elective Deferrals for: _______________. [Note: The Employer must complete the blank line with the applicable time
period for computing the Basic Match, such as “each payroll period,” “each calendar
month,” “each Plan Year quarter” or “the Plan Year.”]






	(d)	o	Enhanced Matching Contribution. See Sections 1.34(F) and 3.05(E)(5). (Choose one of (1)
or (2) and complete (3) for any election):






	 	(1)	o	Uniform percentage. A Matching Contribution equal to ______% of
each Participant’s Elective Deferrals but not as to Elective Deferrals exceeding ______% of the Participant’s Compensation.
	 
	 	(2)	o	Tiered formula. A Matching Contribution equal to the specified matching rate
for the corresponding level of each Participant’s Elective Deferral percentage. A
Participant’s Elective Deferral percentage is equal to the Participant’s Elective
Deferrals divided by his/her Compensation.





	 	 	 
	Elective Deferral Percentage
	 	Matching Rate

	______%
	 	______%


	______%
	 	______%

	______%
	 	______%








	 	(3)	Time period. For purposes of this Election 30(d), “Compensation” and “Elective
Deferrals” mean Compensation and Elective Deferrals for: _______________. [Note: The Employer must complete the blank line with the applicable time
period for computing the Enhanced Match, such as “each payroll period,” “each calendar
month,” “each Plan Year quarter” or “the Plan Year.”]




[Note: The matching rate may not increase as the Elective Deferral percentage increases and the
Enhanced Matching formula otherwise must satisfy the requirements of Code §§401(k)(12)(B)(ii) and
(iii). If the Employer elects to satisfy the ACP safe harbor under Election 37(a)(2)a., the
Employer also must limit Elective Deferrals taken into account for the Enhanced Matching
Contribution to a maximum of 6% of Plan Year Compensation.]





	(e)	 	Participants who will receive Safe Harbor Contributions. The allocation of Safe Harbor
Contributions (Choose one of (1), (2), or (3)):






	 	(1)	o	Applies to all Participants. Applies to all Participants except as may be
limited under Election 30(f).
	 
	 	(2)	o	NHCEs only. Is limited to NHCE Participants only and may be limited further
under Election 30(f). No HCE will receive a Safe Harbor Contribution allocation.
	 
	 	(3)	o	NHCEs and designated HCEs. Is limited to NHCE Participants and to the following
HCE Participants and may be limited further under Election 30(f): ___________________________________________________.





© 2008 Bank of Oklahoma, N.A.




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Nonstandardized 401(k) Plan



[Note: Any HCE allocation group the Employer describes under Election 30(e)(3) must be definitely
determinable. (e.g., Division “A” HCEs OR HCEs who own more than 5% of the Employer without regard
to attribution rules).]





	(f)	o	Early Elective Deferrals/delay of Safe Harbor Contribution. The Employer may elect this Election
30(f) only if the Employer in Election 14 elects eligibility requirements for Elective Deferrals
of less than age 21 and one Year of Service but elects age 21 and one Year of Service for Safe
Harbor Matching or for Safe Harbor Nonelective Contributions. The Employer under this Election
30(f) limits the allocation of any Safe Harbor Contribution under Election 30 for a Plan Year to
those Participants: (i) who have attained age 21; (ii) who have completed one Year of Service;
and (iii) who the Plan Administrator in applying the OEE rule described in Section 4.06(C),
treats as benefiting in the disaggregated plan covering the Includible Employees. Those
Participants in the Plan Year whom the Plan Administrator treats as Otherwise Excludable
Employees will not receive any Safe Harbor Contribution allocation and the Plan Administrator
will apply the ADP (and, as applicable the ACP) test(s) to the disaggregated plan benefiting the
Otherwise Excludable Employees. If the Employer in Election 10(a)(2) has elected “Participating
Compensation” for allocating Elective Deferrals, Nonelective Contributions or Matching
Contributions (as relevant to the allocation under this Election 30 based on the Contribution
Type), the Plan Administrator, in allocating the Safe Harbor Contribution for the Plan Year in
which the Participant crosses over to the Includible Employees group, will count Compensation
and Elective Deferrals only on and following the Cross-Over Date. See Section 3.05(D).
	 
	(g)	o	Another plan. The Employer will make the Safe Harbor Contribution to the following plan: _______________.






	(h)	 	Additional Matching Contributions. See Sections 1.34(G) and 3.05(F). (Choose one of (1) or
(2)):






	 	(1)	o	No Additional Matching Contributions. The Employer will not make any Additional
Matching Contributions to its safe harbor Plan.
	 
	 	(2)	o	Additional Matching Contributions. The Employer will or may make the following
Additional Matching Contributions to its safe harbor Plan. (Choose a. and b. as
applicable):






	 	a.	o	Fixed Additional Matching Contribution. The following Fixed Additional
Matching Contribution (Choose (i) and (ii) as applicable and complete (iii) for any
election):






	 	(i)	o	Uniform percentage. A Matching Contribution equal to ______% of each Participant’s Elective Deferrals but not as to Elective
Deferrals exceeding ______% of the Participant’s Compensation.
	 
	 	(ii)	o	Tiered formula. A Matching Contribution equal to the specified
matching rate for the corresponding level of each Participant’s Elective Deferral
percentage. A Participant’s Elective Deferral percentage is equal to the
Participant’s Elective Deferrals divided by his/her Compensation.





	 	 	 
	Elective Deferral Percentage
	 	Matching Rate

	______%
	 	______%
	______%
	 	______%
	______%
	 	______%







	 	(iii)	Time period. For purposes of this Election 30(h)(2)a.,
“Compensation” and “Elective Deferrals” mean Compensation and Elective Deferrals
for: _______________. [Note: The Employer must
complete the blank line with the applicable time period for computing the
Additional Match, e.g., “each payroll period,” “each calendar month,” “each Plan
Year quarter” OR “the Plan Year.” If the Employer elects a match under both (i)
and (ii) and will apply a different time period to each match, the Employer may
indicate as such in the blank line.]






	 	b.	o	Discretionary Additional Matching Contribution. The Employer may make a
Discretionary Additional Matching Contribution. If the Employer makes a Discretionary
Matching Contribution, the Discretionary Matching Contribution will not apply as to
Elective Deferrals exceeding _________% of the Participant’s Compensation
(complete the blank if applicable or leave blank).




[Note: If the Employer elects to satisfy the ACP safe harbor under Election 37(a)(2)a. or
37(a)(2)c.(i), then as to any and all Matching Contributions, including Fixed Additional Matching
Contributions and Discretionary Additional Matching Contributions: (i) the matching rate may not
increase as the Elective Deferral percentage increases; (ii) no HCE may be entitled to a greater
rate of match than any NHCE; (iii) the Employer must limit Elective Deferrals taken into account
for the Additional Matching Contributions to a maximum of 6% of Plan Year Compensation; (iv) the
Plan must apply all Matching Contributions to Catch-Up Deferrals; and (v) in the case of a
Discretionary Additional Matching Contribution, the contribution amount may not exceed 4% of the
Participant’s Plan Year Compensation.]





	(i)	o	Multiple Safe Harbor Contributions in disaggregated Plan. The Employer elects to make
different Safe Harbor Contributions and/or Additional Matching Contributions to disaggregated
parts of its Plan under Treas. Reg. §1.401(k)-1(b)(4) as follows:
__________________________________________________________________ (Specify
contributions for disaggregated plans, e.g., as to Collectively Bargained Employees a 3%
Nonelective Safe Harbor Contribution applies and as to non-Collectively Bargained Employees,
the Basic Matching Contribution applies).





© 2008 Bank of Oklahoma, N.A.





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Nonstandardized 401(k) Plan





	31.	 	ALLOCATION CONDITIONS (3.06(B)/(C)). The Plan does not apply any allocation conditions
to: (i) Elective Deferrals; (ii) Safe Harbor Contributions; (iii) commencing as of the Final 401(k)
Regulations Effective Date, Additional Matching Contributions which will satisfy the ACP test safe
harbor; (iv) Employee Contributions; (v) Rollover Contributions; (vi) Designated IRA Contributions;
(vii) SIMPLE Contributions; or (viii) Prevailing Wage Contributions, except as may be required by
the Prevailing Wage Contract. To receive an allocation of Matching Contributions, Nonelective
Contributions or Participant forfeitures, a Participant must satisfy the following allocation
condition(s) (Choose one of (a) or (b). Choose (c) if applicable):






	(a)	 	o       No conditions. No allocation conditions apply to Matching Contributions, to Nonelective Contributions or to forfeitures.

	 
	(b)	 	þ       Conditions. The following allocation conditions apply to the designated Contribution Type and/or forfeitures (Choose
one or more of (1) through (7) as applicable):





[Note: For this Election 31, except as the Employer describes otherwise in Election 31(b)(7) or as
provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs,
Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions
to which allocation conditions may apply. The Employer under Election 31(b)(7) may not impose an
Hour of Service condition exceeding 1,000 Hours of Service in a Plan Year.]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(1)	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Matching,	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Nonelective	 	 	 	(2)	 	(3)	 	(4)
	 	 	 	 	 	 	and Forfeitures	 	 	 	Matching	 	Nonelective	 	Forfeitures
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)     

	 	þ  
	 	None.
	 	N/A
	 	 	 	þ
	 	o
	 	o
	 

	 	 	 	 	 	(See Election	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	31(a))	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(2)

	 	o
	 	501 HOS/terminees (91 consecutive days if
Elapsed Time). See Section 3.06(B)(1)(b).
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(3)

	 	þ
	 	Last day of the Plan Year.
	 	o
	 	OR
	 	o
	 	þ
	 	þ
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(4)

	 	o
	 	Last day of the Election 31(c) time period.
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(5)

	 	þ
	 	1,000 HOS in the Plan Year (182 consecutive
days in Plan Year if Elapsed Time).
	 	o
	 	OR
	 	o
	 	þ
	 	þ
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(6)

	 	o
	 	___(specify) HOS within the Election
31(c) time period, (but not exceeding 1,000 HOS

in a Plan Year).
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	(7)	 	þ 	 	 Describe conditions:  For matching contributions made on a Plan Year basis,
the 1000 Hour of Service and Last day of the Plan Year allocation conditions apply
(e.g., Last day of the Plan Year as to Nonelective Contributions for Participating
Employer “A” Participants. No allocation conditions for Participating Employer “B”
Participants).






	(c)	 	þ     Time period. Under Section 3.06(C), apply Elections 31(b)(4), (b)(6) or (b)(7) to the specified
contributions/forfeitures based on each (Choose one of
(1) through (5)):






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)

	 	þ
	 	Plan Year
	 	o
	 	OR
	 	þ
	 	o
	 	o
	(2)

	 	o
	 	Plan Year quarter
	 	o
	 	OR
	 	o
	 	o
	 	o
	(3)

	 	o
	 	Calendar month
	 	o
	 	OR
	 	o
	 	o
	 	o
	(4)

	 	o
	 	Payroll period
	 	o
	 	OR
	 	o
	 	o
	 	o
	(5)

	 	o
	 	Describe time
period:

	 	 	 	 	 	 	 




[Note: If the Employer elects 31(b)(4) or (b)(6), the Employer must choose (c). If the Employer
elects 31(b)(7), choose (c) if applicable.]





	32.	 	ALLOCATION CONDITIONS — APPLICATION/WAIVER/SUSPENSION (3.06(D)/(F)). Under Section
3.06(D), in the event of Severance from Employment as described below, apply or do not apply
Election 31(b) allocation conditions to the specified contributions/forfeitures as follows (If the
Employer elects 31(b), the Employer must complete Election 32. Choose one of (a) or (b). Complete
(c)):




[Note: For this Election 32, except as the Employer describes otherwise in Election 31(b)(7) or as
provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs,
Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions
to which allocation conditions may apply.]





	(a)	 	þ    Total waiver or application. If a Participant incurs a Severance from Employment on
account of or following death, Disability or attainment of Normal Retirement Age (Choose one
of (1) or (2)):







	 	(1)      	þ 	 Do not apply. Do not apply elected allocation conditions to Matching
Contributions, to Nonelective Contributions or to forfeitures.
	 
	 	(2)	o 	 Apply. Apply elected allocation conditions to Matching Contributions, to
Nonelective Contributions and to forfeitures.





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Nonstandardized 401(k) Plan




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(1)	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Matching,	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Nonelective	 	 	 	(2)	 	(3)	 	(4)
	 	 	 	 	 	 	 	 	and Forfeitures	 	 	 	Matching	 	Nonelective	 	Forfeitures
	(b)

	 	o
	 	Application/waiver as to Contribution
Types events. If a Participant incurs a
Severance from Employment, apply allocation
conditions except such conditions are waived if
Severance is on account of or following death,
Disability or attainment of Normal Retirement
Age as specified, and as applied to the specified
Contribution Types/forfeitures (Choose (1), (2),
and (3) as applicable):	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	o   Death
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	o   Disability
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	(3	)	 	o   Normal Retirement Age
	 	o
	 	OR
	 	o
	 	o
	 	o







	(c)	 	Suspension. The suspension of allocation conditions of Section 3.06(F) (Choose one of (1) or
(2)):






	 	(1)	 	o   Applies. Applies as follows (Choose one of a., b., or c.):






	 
	 	a.	 	o   Both. Applies both to Nonelective Contributions and to Matching Contributions.
	 
	 	b.	 	o   Nonelective. Applies only to Nonelective Contributions.
	 
	 	c.	 	o   Match. Applies only to Matching Contributions.






	 	(2)	 	þ   Does not apply.






	33.	 	FORFEITURE ALLOCATION METHOD (3.07). The Plan Administrator will allocate a Participant
forfeiture attributable to all Contribution Types or attributable to all Nonelective Contributions
or to all Matching Contributions as follows (Choose one or more of (a) through (g) as applicable.
Choose (e) only in conjunction with at least one other election):




[Note: Even if the Employer elects immediate vesting, the Employer should
complete Election 33. See Section 7.07.]




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(1)	 	 	 	(2)	 	(3)
	 	 	 	 	 	 	All	 	 	 	Nonelective	 	Matching
	 	 	 	 	 	 	Forfeitures	 	 	 	Forfeitures	 	Forfeitures
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(a)

	 	o
	 	Additional Nonelective. Allocate as additional Discretionary
Nonelective Contribution.
	 	o
	 	OR
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(b)

	 	o
	 	Additional Match. Allocate as additional Discretionary Matching
Contribution.
	 	o
	 	OR
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(c)

	 	o
	 	Reduce Nonelective. Apply to Nonelective Contribution.
	 	o
	 	OR
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(d)

	 	þ
	 	Reduce Match. Apply to Matching Contribution.
	 	þ
	 	OR
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(e)

	 	þ
	 	Plan expenses. Pay reasonable Plan expenses first (See Section
7.04(C)), then allocate in the manner described above.
	 	þ
	 	OR
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(f)	 	o	 	Safe harbor/top-heavy exempt. Apply all forfeitures to Safe Harbor Contributions and Plan expenses in accordance with Section 3.07(A)(4).
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(g)

	 	o
	 	Describe:	 	 	 	 	 	 	 	 
	 	 	 	 	 

	 	 	 	 	(e.g., Forfeitures attributable to transferred balances from Plan X are allocated only to former Plan X participants.)







	34.	 	FORFEITURE ALLOCATION TIMING (3.07(B)). See Sections 3.07, 5.07 and 7.07 as to when a
forfeiture occurs. Once a forfeiture occurs, this Election 34 determines the timing of the
forfeiture allocation. The Plan Administrator will allocate a Participant’s forfeiture (Choose one
of (a) or (b)):





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(1)	 	 	 	(2)	 	(3)
	 	 	 	 	 	 	All	 	 	 	Nonelective	 	Matching
	 	 	 	 	 	 	Forfeitures	 	 	 	Forfeitures	 	Forfeitures
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(a)

	 	þ
	 	Same Plan Year. In the same Plan Year in which the designated
forfeiture occurs.
	 	þ
	 	OR
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(b)

	 	o
	 	Next Plan Year. In the Plan Year following the Plan Year in which
the designated forfeiture occurs.
	 	o
	 	OR
	 	o
	 	o





[Note: The elected forfeiture allocation timing applies irrespective of when the Employer makes its
contribution(s), if any, for a Plan Year. Even if the Employer elects immediate vesting, the
Employer should complete Election 34. See Sections 3.07 and 7.07.]



© 2008 Bank of Oklahoma, N.A.




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Nonstandardized 401(k) Plan





	35.	 	EMPLOYEE (AFTER-TAX) CONTRIBUTIONS (3.09). The following additional elections apply to
Employee Contributions under Election 6(f). (Complete (a) and (b)):






	(a)	 	Limitations. The Plan permits Employee Contributions subject to the following limitations, if
any, in addition to those already imposed under the Plan (Choose one of (1) or (2)):






	 	(1)	 	o None. No additional limitations.
	 
	 	(2)	 	þ Additional limitations. The following additional limitations:  an Employee
can contribute in increments of 1% to 6%.






	 	 	[Note: Any designated limitation(s) must be the same for all Participants and must be
definitely determinable.]






	(b)	 	Matching Contributions. (Choose one of (1) or (2)):






	 	(1)	o 	 None. The Employer will not make any Matching Contributions based on Employee Contributions.
	 
	 	(2)	þ 	 Applies. For each Plan Year, the Employer’s Matching Contribution made as to Employee Contributions is:
as described in the Appendix F to the document relative to Employer Matching
contributions.






	36.	 	DESIGNATED IRA CONTRIBUTIONS (3.12). Under Election 6(h), a Participant may make
Designated IRA Contributions effective for Plan Years beginning after ________________
(date specified must be no earlier than December 31, 2002). (Complete (a) and (b)):






	(a)	 	Type of IRA contribution. A Participant’s Designated IRA Contributions will be (Choose one of
(1), (2), or (3)):






	 	(1)	 	o Traditional.
	 
	 	(2)	 	o Roth.
	 
	 	(3)	 	o Traditional/Roth. As the Participant elects at the time of contribution.






	(b)	 	Type of Account. A Participant’s Designated IRA Contributions will be held in the following
form of Account(s) (Choose one of (1), (2), or (3)):






	 	(1)	 	o IRA.
	 
	 	(2)	 	o Individual Retirement Annuity.
	 
	 	(3)	 	o IRA/Individual Retirement Annuity. As the Participant elects at the time of contribution.





ARTICLE IV

LIMITATIONS AND TESTING



[Note: The Employer, in the “Effective as of execution” column under Election 37, must elect those
testing elections which are: (i) in effect as of date of the Employer’s execution of this Adoption
Agreement; and (ii) if the Adoption Agreement restates the Plan, also are retroactive to the later
of the Plan’s original Effective Date or EGTRRA restated Effective Date, except as indicated in
Appendix A. If the Employer wishes to change any testing election after it executes this
Adoption Agreement, the Employer must elect the changes in the “Changes post-execution” column
under Election 37, and the Employer must specify the Plan Year Effective Date(s) of any changed
election. The Employer may complete the Effective Date blanks specifying the changed election
applies to a single Plan Year (e.g., “2011 only”), or a range of Plan Years (e.g., “2011-2015”) or
may specify the change as becoming effective in a specified Plan Year (e.g., “commencing 2010”). If
the Employer specifies a single Plan Year only or specifies a range of Plan Years, the Plan becomes
subject to the election in the “Effective as of execution” column in the Plan Years commencing
after the specified Year(s), unless the Employer subsequently changes the election. If the Employer
specifies the change as commencing in a Plan Year, the election applies in the specified Plan Year
and in all following Plan Years unless the Employer subsequently changes the election.]





	37.	 	ANNUAL TESTING ELECTIONS (4.06(B)). The Employer makes the following Plan specific
annual testing elections under Section 4.06(B). (Complete (a) and (b)):





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	(1)	 	(2)
	 	 	 	 	 	 	 	 	 	 	 	 	Effective as of execution	 	Changes post-execution
	 	 	 	 	 	 	 	 	 	 	 	 	(and retroactively	 	(specify Plan Year
	 	 	 	 	 	 	 	 	 	 	 	 	if restatement)	 	Effective Date(s))
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a)	 	Nondiscrimination testing. (Choose one of (1), (2), or (3)):	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	(1	)	 	þ	 	Traditional 401(k) Plan/ADP/ACP test.
The following testing 
method(s) apply
(Choose a. and b. as applicable):	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Note: The Plan may “split test” for Plan Years commencing in 2005.]	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	a.
	 	þ
	 	Current Year Testing. See Section 4.11(E).
Current Year Testing applies to the ADP/ACP tests
as elected below (Choose one or both of (i) and (ii)):	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(i)
	 	þ   ADP test.
	 	þ
	 	o   Effective Date(s):
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	                         





© 2008 Bank of Oklahoma, N.A.



20









 




Nonstandardized 401(k) Plan




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(ii)
	 	þ    ACP test.
	 	þ
	 	o   Effective Date(s):
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	                         





[Note: The Employer may leave (ii) blank if the Plan does not permit Matching Contributions or
Employee Contributions and the Plan Administrator will not recharacterize Elective Deferrals as
Employee Contributions for testing.]




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	b.

	 	o
	 	Prior Year Testing. See Section 4.11(I).	 	 	 	 
	 
	 

	 	 	 	Prior Year Testing applies to the ADP/ACP tests as
elected below. See Sections 4.10(B)(4)(f)(iv) and
4.10(C)(5)(e)(iv) as to the first Plan Year. (Choose
one or both of (i) and (ii)):	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(i)
	 	o   ADP test.
	 	o
	 	o   Effective Date(s):
	 

	 	 	 	 	 	 	 	                         
	 
	 	 	 	 	 	 	 	 
	 

	 	(ii)
	 	o   ACP test.
	 	o
	 	o   Effective Date(s):
	 

	 	 	 	 	 	 	 	                         





[Note: The Employer may leave (ii) blank if the Plan does not permit Matching Contributions or
Employee Contributions and the Plan Administrator will not recharacterize Elective Deferrals as
Employee Contributions for testing.]




	 	 	 	 	 	 	 	 	 	 	 
	(2)	 	o	 	Safe Harbor Plan/No testing or ACP test only.

(Choose one of a., b., or c.):	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	a.
	 	o
	 	No testing.
	 	o
	 	o   Effective Date(s):
	 

	 	 	 	 	 	 	 	 	 	                         
	 

	 	 	 	 	 	ADP test safe harbor applies and if applicable,	 	 	 	 
	 

	 	 	 	 	 	ACP test safe harbor applies.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	b.
	 	o
	 	ACP test only.	 	 	 	 
	 

	 	 	 	 	 	ADP test safe harbor applies, but Plan will perform	 	 	 	 
	 

	 	 	 	 	 	ACP test as follows (Choose one of (i) or (ii)):	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	o   Current Year Testing.
	 	o
	 	o   Effective Date(s):
	 

	 	 	 	 	 	 	 	 	 	                         
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	o   Prior Year Testing.
	 	o
	 	o   Effective Date(s):
	 

	 	 	 	 	 	 	 	 	 	                         





[Note: The Employer may elect Prior Year Testing under Election 37(a)(2)b.(ii) only for Plan Years
after the Final 401(k) Regulations Effective Date.]




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	c.

	 	o
	 	Possible delayed election.
	 	o
	 	o   Effective Date(s):
	 

	 	 	 	(maybe notice/supplemental notice)
	 	 	 	                         







The Employer under Section 3.05(I)(1) may treat the Plan as a Traditional 401(k) Plan
or may make a delayed election to treat the Plan as a Safe Harbor 401(k) Plan. If the
Employer gives the maybe and supplemental notices and amends the Plan to provide for
the Safe Harbor Nonelective Contribution, the Plan is an ADP test safe harbor plan for
the Plan Year to which the maybe and supplemental notices and the amendment apply. If
the Employer does not give the supplemental notice, the Plan is a Traditional 401(k)
Plan, subject to ADP Current Year Testing and, if applicable, to ACP Current Year
Testing. If the Employer gives the supplemental notice and amends the Plan to provide
for the Safe Harbor Nonelective Contribution, and the Employer has elected Additional
Matching Contributions under Election 30(h) (Choose one of (i) or (ii)):




	 	(i)	o 	 No testing. ADP and ACP test safe harbors apply. The Employer’s
elections under 30(h) as to Additional Matching Contributions satisfy the ACP safe
harbor requirements and the Employer elects to apply the Election 30(h) stated ACP
test safe harbor conditions (see the Note following Election 30(h)) as to all
Additional Matching Contributions.
	 
	 	(ii)	o 	 ACP test only. ADP safe harbor applies, but the Plan will
perform the ACP test as to all Additional Matching Contributions using Current
Year Testing.






[Note: Even if the Employer does not elect 37(a)(2)c., the Employer still may make a
delayed election into safe harbor status under Section 3.05(I)(1) using the maybe and
supplemental notices and by amending the plan to provide for the Safe Harbor
Nonelective Contribution. However, in this case, the Employer also must amend the Plan
to make its testing elections under this Election 37 consistent with its delayed
election into safe harbor status. The Employer then may elect any election under
37(a)(2), including 37(a)(2)c. An Employer’s election of 37(a)(2)c. permits the Plan to
remain in perpetual possible delayed safe harbor election status, while minimizing the
number of Plan amendments required to do so.]



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(3)

	 	o
	 	SIMPLE 401(k) Plan/No testing.
	 	o
	 	o Effective Date(s):
	 

	 	 	 	 	 	 	 	                         





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	(b)	 	HCE determination.
(Complete both (1) and (2)):	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	(1	)	 	 	Top-paid group election. (Choose one of a. or b.):	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	a.   þ   Does not apply.
	 	þ
	 	o   Effective Date(s):
	 

	 	 	 	 	 	 	 	 	 	                         
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	b.   o   Applies.
	 	o
	 	o   Effective Date(s):
	 

	 	 	 	 	 	 	 	 	 	                         
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	(2	)	 	 	Calendar year data election (fiscal year Plan only).
(Choose one of a. or b.):	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	a.   o   Does not apply.
	 	o
	 	o   Effective Date(s):
	 

	 	 	 	 	 	 	 	 	 	                         
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	b.   o   Applies.
	 	o
	 	o   Effective Date(s):
	 

	 	 	 	 	 	 	 	 	 	                         






ARTICLE V

VESTING REQUIREMENTS





	38.	 	NORMAL RETIREMENT AGE (5.01). A Participant attains Normal Retirement Age under the
Plan on the following date (Choose one of (a) or (b)):






	(a)	þ 	 	 Specific age. The date the Participant attains age 65. [Note: The age may not exceed age 65.]
	 
	(b)	o 	 	 Age/participation. The later of the date the Participant attains age                      or the                     
anniversary of the first day of the Plan Year in which the Participant commenced
participation in the Plan. [Note: The age may not exceed age 65 and the anniversary may not
exceed the 5th.]






	39.	 	EARLY RETIREMENT AGE (5.01). (Choose one of (a) or (b)):






	(a)	þ 	 	 Not applicable. The Plan does not provide for an Early Retirement Age.
	 
	(b)	o 	 	 Early Retirement Age. Early Retirement Age is the later of: (i) the date a Participant attains
age                     ; (ii) the date a Participant reaches his/her                      anniversary of the
first day of the Plan Year in which the Participant commenced participation in the Plan; or
(iii) the date a Participant completes                      Years of Service.




[Note: The Employer should leave blank any of clauses (i), (ii), and (iii) which are not applicable.]



“Years of Service” under this Election 39 means (Choose one of (1) or (2) as applicable):





	 	(1)	o 	 Eligibility. Years of Service for eligibility in Election 16.
	 
	 	(2)	o 	 Vesting. Years of Service for vesting in Elections 42 and 43.




[Note: Election of an Early Retirement Age does not affect the time at which a Participant may
receive a Plan distribution. However, a Participant becomes 100% vested at Early Retirement Age.]





	40.	 	ACCELERATION ON DEATH OR DISABILITY (5.02). Under Section 5.02, if a Participant incurs
a Severance from Employment as a result of death or Disability (Choose one of (a), (b), or (c)):






	(a)	þ 	 Applies. Apply 100% vesting.
	 
	(b)	o 	 Not applicable. Do not apply 100%
vesting. The Participant’s vesting is
in accordance with the applicable Plan
vesting schedule.
	 
	(c)	o 	 Limited application. Apply 100%
vesting, but only if a Participant
incurs a Severance from Employment as a
result of (Choose one of (1) or (2)):






	 	(1)	o 	 Death.
	 
	 	(2)	o 	Disability.






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	41.	 	VESTING SCHEDULE (5.03). A Participant has a 100% Vested interest at all times in
his/her Accounts attributable to: (i) Elective Deferrals; (ii) Employee Contributions; (iii) QNECs;
(iv) QMACs; (v) Safe Harbor Contributions; (vi) SIMPLE Contributions; (vii) Rollover Contributions;
(viii) Prevailing Wage Contributions unless the Prevailing Wage Contract provides otherwise; (ix)
DECs; and (x) Designated IRA Contributions. The following vesting schedule applies to Regular
Matching Contributions, to Additional Matching Contributions (irrespective of ACP testing status)
and to Nonelective Contributions (other than Prevailing Wage Contributions) (Choose (a) or choose
one or both of (b) and (d) as applicable. Choose (c) if elect a non-top-heavy schedule under (b) or
(d)):






	(a) 	o	 	Immediate vesting. 100% Vested at all times in all Accounts.




[Note: Unless all Contribution Types are 100% Vested, the Employer should not elect 41(a).
If the Employer elects immediate vesting under 41(a), the Employer should not complete the balance
of Election 41 or Elections 42 and 43 (except as noted therein). The Employer must elect 41(a) if
the eligibility Service condition under Election 14 as to all Contribution Types (except
Elective Deferrals and Safe Harbor Contributions) exceeds one Year of Service or more than 12
months. The Employer must elect 41(b)(1) as to any Contribution Type where the eligibility service
condition exceeds one Year of Service or more than 12 months. The Employer should elect 41(b) if
any Contribution Type is subject to a vesting schedule.]





	(b)	þ	 	Vesting schedules: Apply the following vesting schedules (Choose one or more of (1) through (7) as applicable):





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(4)
	 	 	 	 	 	 	(1)	 	 	 	 	 	(3)	 	Additional
	 	 	 	 	 	 	All	 	 	 	(2)	 	Regular	 	Matching (See
	 	 	 	 	 	 	Contributions	 	 	 	Nonelective	 	Matching	 	Section 3.05(F))
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 (1)   	 	o   	 	Immediate vesting
	 	N/A	 	 	 	o	 	o	 	o
	 	 	 	 	 
	 	(See Election 42(a))	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 (2)   	 	o   	 	Top-heavy: 6-year graded
	 	o	 	OR	 	o	 	o	 	o
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 (3)   	 	o   	 	Top-heavy: 3-year cliff
	 	o	 	OR	 	o	 	o	 	o
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 (4)   	 	þ   	 	Modified top-heavy:
	 	þ	 	OR	 	o	 	o	 	o






	 	 	 	 	 	 	 	 	 
	Years of Service	 	Vested %	 
	Less than 1
	 	a.	 	 	0	%	 
	1
	 	b.	 	 	20	%	 
	2
	 	c.	 	 	40	%	 
	3
	 	d.	 	 	60	%	 
	4
	 	e.	 	 	80	%	 
	5
	 	f.	 	 	100	%	 
	6 or more
	 	 	 	 	 	100	%	 






	 	 	 	 	 	 	 	       	 	 	 	 	 	 	 
	 (5)  	 	o	 	Non-top-heavy: 7-year graded
	 	N/A	   	   	 	o	 	N/A	 	N/A
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 (6)  	 	o	 	Non-top-heavy: 5-year cliff
	 	N/A	 	 	 	o	 	N/A	 	N/A
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 (7)  	 	o	 	Modified non-top-heavy:
	 	N/A	 	 	 	o	 	N/A	 	N/A







	 	 	 	 	 	 	 	 	 
	Years of Service	 	Vested %	 
	Less than 1
	 	a.	 	 	 	 	 
	 
	 	 	 	 	 
	1
	 	b.	 	 	 	 	 
	 
	 	 	 	 	 
	2
	 	c.	 	 	 	 	 
	 
	 	 	 	 	 
	3
	 	d.	 	 	 	 	 
	 
	 	 	 	 	 
	4
	 	e.	 	 	 	 	 
	 
	 	 	 	 	 
	5
	 	f.	 	 	 	 	 
	 
	 	 	 	 	 
	6
	 	g.	 	 	 	 	 
	 
	 	 	 	 	 
	7 or more
	 	 	 	 	 	100	%	 





[Note: If the Employer does not elect 41(a), the Employer under 41(b) must elect immediate vesting
or must elect a top-heavy or modified top-heavy vesting schedule. The modified top-heavy schedule
of Election 41(b)(4) must satisfy Code §416. A top-heavy schedule must apply to Regular Matching
Contributions and to Additional Matching Contributions. See Section 5.03(A)(1). The Employer as to
Nonelective Contributions only may elect one of Elections 41(b)(5), (6), or (7) in addition to
electing a top-heavy schedule. The Employer must complete Election 41(c) if it elects any
non-top-heavy schedule. If the Employer does not elect a non-top-heavy schedule, the elected
top-heavy schedule(s) applies to all Plan Years. If the Employer elects 41(b)(7), the modified
non-top-heavy schedule must satisfy Code §411(a)(2). If the Employer elects Additional Matching
under Election 30(h), the Employer should elect vesting under the Additional Matching column in
this Election 41(b). That election applies to the Additional Matching even if the Employer has
given the maybe notice but does not give the supplemental notice for any Plan Year and as to such
Plan Years, the Plan is not a safe harbor plan and the Matching Contributions are not Additional
Matching Contributions. If the Plan’s Effective Date is after December 31, 2006, do not complete
Elections 41(b)(5), (b)(6), or (b)(7).]





	(c)	o	 	Nonelective Contributions: application of top-heavy schedule (Choose one of (1) or
(2)):






	 	(1)	o	Apply in all Plan Years once top-heavy. Apply the top-heavy vesting schedule
under Election 41(b) for the first Plan Year in which the Plan is top-heavy and then in
all subsequent Plan Years.
	 
	 	(2)	o	Apply only in top-heavy Plan Years. Apply the non-top-heavy schedule under
Election 41(b) in all Plan Years in which the Plan is not a top-heavy plan.





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Nonstandardized 401(k) Plan





	(d)	o	 	Special vesting provisions: _______________________________________________________________.




[Note: The Employer under Election 41(d) may describe special vesting provisions from the elections
available under Election 41 and/or a combination thereof as to a: (i) Participant group (e.g., Full
vesting applies to Division A Employees OR to Employees hired on/before “x” date. 6-year graded
vesting applies to Division B Employees OR to Employees hired after “x” date.); and/or (ii)
Contribution Type (e.g., Full vesting applies as to Discretionary Nonelective Contributions. 6-year
graded vesting applies to Fixed Nonelective Contributions). Any special vesting provision must
satisfy Code §411(a) and must be nondiscriminatory.]





	42.	YEAR OF SERVICE — VESTING (5.05). (Complete both (a) and (b)):




[Note: If the Employer elects the Elapsed Time Method for vesting the Employer should not complete
this Election 42. If the Employer elects immediate vesting, the Employer should not complete
Election 42 or Election 43 unless it elects to apply a Year of Service for vesting under any other
Adoption Agreement election.]





	(a)	Year of Service. An Employee must complete at least 1000 Hours of Service
during a Vesting Computation Period to receive credit for a Year of Service under Article V.
[Note: The number may not exceed 1,000. If left blank, the requirement is 1,000.]
	 
	(b)	Vesting Computation Period. The Plan measures a Year of Service based on the following
12-consecutive month period (Choose one of (1) or (2)):






	 	(1)	þ	Plan Year.
	 
	 	(2)	o	Anniversary Year.






	43.	EXCLUDED YEARS OF SERVICE — VESTING (5.05(C)). The Plan excludes the following Years of
Service for purposes of vesting (Choose (a) or choose one or more of (b) through (e) as
applicable):






	(a)	þ	None. None other than as specified in Section 5.05(C)(1).
	 
	(b)	o	Age 18. Any Year of Service before the Vesting Computation Period during which the Participant attained the age of 18.
	 
	(c)	o	Prior to Plan establishment. Any Year of Service during the period the Employer did not maintain this Plan or a predecessor
plan.
	 
	(d)	o	Rule of Parity. Any Year of Service excluded under the rule of parity. See Plan Section 5.06(C).
	 
	(e)	o	Additional exclusions. 
The following Years of Service: ___________________________________.




[Note: The Employer under Election 43(e) may describe vesting service exclusions provisions
available under Election 43 and/or a combination thereof as to a: (i) Participant group (e.g., No
exclusions apply to Division A Employees OR to Employees hired on/before “x” date. The age 18
exclusion applies to Division B Employees OR to Employees hired after “x” date.); or (ii)
Contribution Type (e.g., No exclusions apply as to Discretionary Nonelective Contributions. The age
18 exclusion applies to Fixed Nonelective Contributions). Any exclusion specified under Election
43(e) must comply with Code §411(a)(4). Any exclusion must be nondiscriminatory.]




ARTICLE VI

DISTRIBUTION OF ACCOUNT BALANCE





	44.	MANDATORY DISTRIBUTION (6.01(A)(1)/6.08(D)). The Plan provides or does not provide for
Mandatory Distribution of a Participant’s Vested Account Balance following Severance from
Employment, as follows (Choose one of (a) or (b)):






	 	(a)	o	No Mandatory Distribution. The Plan will not make a Mandatory Distribution following Severance from Employment.
	 
	 	(b)	þ	Mandatory Distribution. The Plan will make a Mandatory Distribution following Severance from Employment.
(Complete (1) and (2). Choose (3) unless the Employer elects to limit Mandatory Distributions to $1,000
including Rollover Contributions under Elections 44(b)(1)b. and 44(b)(2)b.):






	 	(1)	Amount limit. As to a Participant who incurs a Severance from Employment and who will
receive distribution before attaining the later of age 62 or Normal Retirement Age, the
Mandatory Distribution maximum amount is equal to (Choose one of a., b., or c.):






	 	a.	þ	$5,000.
	 
	 	b.	o	$1,000.
	 
	 	c.	o	Specify amount: $ ___(may not exceed $5,000).






	 	(2)	Application of Rollovers to amount limit. In determining whether a Participant’s
Vested Account Balance exceeds the Mandatory Distribution dollar limit in Election
44(b)(1), the Plan (Choose one of a. or b.):






	 	a.	o	Disregards Rollover Contribution Account.
	 
	 	b.	þ	Includes Rollover Contribution Account.





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Nonstandardized 401(k) Plan





	 	(3)	þ	Amount of Mandatory Distribution subject to Automatic Rollover. A Mandatory
Distribution to a Participant before attaining the later of age 62 or Normal Retirement
Age is subject to Automatic Rollover under Section 6.08(D) (Choose one of a. or b.):






	 	a.	þ	Only if exceeds $1,000. Only if the amount of the Mandatory Distribution
exceeds $1,000, which for this purpose must include any Rollover Contributions
Account.
	 
	 	b.	o	Specify lesser amount. Only if the amount of the Mandatory Distribution
is at least: $ (specify $1,000 or less).






	45.	SEVERANCE DISTRIBUTION TIMING (6.01). Subject to the timing limitations of Section
6.01(A)(1) in the case of a Mandatory Distribution, or in the case of any Distribution Requiring
Consent under Section 6.01(A)(2), for which consent is received, the Plan Administrator will
instruct the Trustee to distribute a Participant’s Vested Account Balance as soon as is
administratively practical following the time specified below (Choose one or more of (a) through
(k) as applicable):




[Note: If a Participant dies after Severance from Employment but before receiving distribution of
all of his/her Account, the elections under this Election 45 no longer apply. See Section 6.01(B)
and Election 49.]





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(1)	 	(2)
	 	 	 	 	 	 	 	 	 	 	Mandatory	 	Distribution
	 	 	 	 	 	 	 	 	 	 	Distribution	 	Requiring Consent
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	(a)	 	þ
	 	Immediate. Immediately following Severance from Employment.

	 	 	 	þ
	 	þ
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	(b)
	 	o
	 	Next Valuation Date. After the next Valuation Date following Severance
from Employment.

	 	 	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	(c)
	 	o
	 	Plan Year. In the ______ Plan Year following Severance from
Employment (e.g., next or fifth).

	 	 	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	(d)
	 	o
	 	Plan Year quarter. In the ______ Plan Year quarter following
Severance from Employment (e.g., next or fifth).

	 	 	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	(e)
	 	o
	 	Contribution Type Accounts._________ as to the
Participant’s _________ Account(s) and _________ as to
the Participant’s _________ Account(s) (e.g., As soon as is practical
following Severance from Employment as to the Participant’s Elective
Deferral Account and as soon as is practical in the next Plan Year
following Severance from Employment as to the Participant’s Nonelective
and Matching Accounts).

	 	
	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	(f)
	 	o
	 	Vesting controlled timing. If the Participant’s total
Vested Account Balance exceeds $        ,
distribute ____________ (specify timing) and if
the Participant’s total Vested Account Balance does not
exceed $        , distribute ____________ (specify timing).

	 	 	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	(g)
	 	o
	 	Distribute at Normal Retirement Age. As to a Mandatory
Distribution, distribute not later than 60 days after the
beginning of the Plan Year following the Plan Year in
which the previously severed Participant attains the
earlier of Normal Retirement Age or age 65. [Note: An
election under column (2) only will have effect if the
Plan’s NRA is less than age 62.]

	 	 	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	(h)
	 	o
	 	Acceleration. Notwithstanding any later specified distribution date in
Election 45, a Participant may elect an earlier distribution
following Severance from Employment (Choose (1) and (2) as applicable):

	 	 	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	(1)	 	 	o   Disability. If Severance from Employment is on account of Disability or if
the Participant incurs a Disability following Severance from Employment.
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	(2)	 	 	o   Hardship. If the Participant incurs a hardship under Section 6.07
following Severance from Employment.
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	(i)
	 	o
	 	Required distribution at Normal Retirement Age. A severed Participant
may not elect to delay distribution beyond the later of age 62 or Normal
Retirement Age.

	 	 	 	N/A
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	(j)
	 	o
	 	No buy-back/vesting controlled timing.

Distribute as soon as is practical following Severance
from Employment if the Participant is fully Vested.
Distribute as soon as is practical following a Forfeiture
Break in Service if the Participant is not fully Vested.

	 	 	 	o
	 	o







	(k)	 	o  Describe Severance from Employment distribution timing: ___________________________________





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[Note: The Employer under Election 45(k) may describe Severance from Employment distribution timing
provisions from the elections available under Election 45 and/or a combination thereof as to any:
(i) Participant group (e.g., Immediate distribution after Severance of Employment applies to
Division A Employees OR to Employees hired on/before “x” date. Distribution after the next
Valuation Date following Severance from Employment applies to Division B Employees OR to Employees
hired after “x” date.); (ii) Contribution Type (e.g., As to Division A Employees, immediate
distribution after Severance of Employment applies as to Elective Deferral Accounts and
distribution after the next Valuation Date following Severance from Employment applies to
Nonelective Contribution Accounts); and/or (iii) merged plan account now held in the Plan (e.g.,
The accounts from the X plan merged into this Plan continue to be distributable in accordance with
the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer’s
election under Election 45(k) must: (i) be objectively determinable; (ii) not be subject to
Employer discretion; (iii) comply with Code §401(a)(14) timing requirements; (iv) be
nondiscriminatory and (v) preserve Protected Benefits as required.]





	46.	IN-SERVICE DISTRIBUTIONS/EVENTS (6.01(C)). A Participant may elect an In-Service
Distribution of the designated Contribution Type Accounts based on any of the following events in
accordance with Section 6.01(C) (Choose one of (a) or (b)):




[Note: If the Employer elects any In-Service Distribution option, a Participant may elect to
receive as many In-Service Distributions per Plan Year (with a minimum of one per Plan Year) as the
Plan Administrator’s In-Service Distribution form or policy may permit. If the form or policy is
silent, the number of In-Service Distributions is not limited. Prevailing Wage Contributions are
treated as Nonelective Contributions unless the Prevailing Wage Contract provides otherwise. See
Section 6.01(C)(4)(d) if the Employer elects to use Prevailing Wage Contributions to offset other
contributions.]





	(a)	o	None. The Plan does not permit any In-Service Distributions
except as to any of the following (if applicable): (i) RMDs
under Section 6.02; (ii) Protected Benefits; and (iii)
under Section 6.01(C)(4) as to Employee Contributions,
Rollover Contributions, DECs, Transfers, and Designated IRA
Contributions.
	 
	(b)	þ	 Permitted. In-Service Distributions are permitted as
follows from the designated Contribution Type Accounts
(Choose one or more of (1) through (9)):




[Note: Unless the Employer elects otherwise in Election 46(b)(9), Elective Deferrals under Election
46(b) includes Pre-Tax and Roth Deferrals and Matching Contributions includes Additional Matching
Contributions, irrespective of the Plan’s ACP testing status.]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(1)	 	 	 	(2)	 	(3)	 	(4)	 	(5)	 	(6)	 	(7)
	 	 	 	 	 	 	 	 	All	 	 	 	Elective	 	Safe Harbor	 	 	 	 	 	Matching	 	Nonelective/
	 	 	 	 	 	 	 	 	Contributions	 	 	 	Deferrals	 	Contributions	 	QNECs	 	QMACs	 	Contrib.	 	SIMPLE
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1	)	 	o
	 	None. Except for
Election 46(a)
exceptions.

	 	N/A

(See Election

46(a))
	 	 	 	o
	 	o
	 	o
	 	o
	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(2	)	 	þ
	 	Age 59 1/2 (must
be at least 59 1/2).

	 	o
	 	OR
	 	þ
	 	o
	 	þ
	 	þ
	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(3	)	 	o
	 	Age ___
(less than 59 1/2).

	 	N/A
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(4	)	 	þ
	 	Hardship (safe
harbor). See
Section 6.07(A).

	 	N/A
	 	 	 	þ
	 	N/A
	 	N/A
	 	N/A
	 	þ
	 	þ
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(5	)	 	o
	 	Hardship (non-safe harbor). See
Section 6.07(B).

	 	N/A
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(6	)	 	þ
	 	Disability.

	 	o
	 	OR
	 	þ
	 	o
	 	þ
	 	þ
	 	þ
	 	þ
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(7	)	 	o
	 	___ year
contributions.
(specify minimum of
two years) See
Section 6.01(C)(4)(a)(i).

	 	N/A
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(8	)	 	o
	 	___ months
of participation.
(specify minimum of
60 months) See
Section 6.01(C)(4)(a)(ii).

	 	N/A
	 	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	o
	 	o
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(9	)	 	o
	 	Describe:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 






[Note: The Employer under Election 46(b)(9) may describe In-Service Distribution provisions from
the elections available under Election 46 and/or a combination thereof as to any: (i) Participant
group (e.g., Division A Employee Accounts are distributable at age 59 1/2 OR Accounts of Employees
hired on/before “x” date are distributable at age 59 1/2). No In-Service Distributions apply to
Division B Employees OR to Employees hired after “x” date.); (ii) Contribution Type (e.g.,
Discretionary Nonelective Contribution Accounts are distributable on Disability. Fixed Nonelective
Contribution Accounts are distributable on Disability or Hardship (non-safe harbor)); and/or (iii)
merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan
continue to be distributable in accordance with the X plan terms [supply terms] and not in
accordance with the terms of this Plan). An Employer’s election under Election 46(b)(9) must: (i)
be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected




© 2008 Bank of Oklahoma, N.A.





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Nonstandardized 401(k) Plan



Benefits as required; (iv) be nondiscriminatory; and (v) not permit an “early” distribution of any
Restricted 401(k) Accounts or Restricted Pension Accounts. See Section 6.01(C)(4).]



In-Service Distribution of other Accounts. See Section 6.01(C)(4) as to In-Service Distribution of
Employee Contributions, Rollover Contributions, DECs, Transfers, and Designated IRA Contributions.






	47.	 	IN-SERVICE DISTRIBUTIONS/ADDITIONAL CONDITIONS (6.01(C)). The following additional
conditions apply to In-Service Distributions under Election 46(b) (Choose one of (a) or (b)):




[Note: The Employer should complete Election 47 if the Employer elects any In-Service Distributions
under Election 46(b).]





	(a)	o 	 	 Additional conditions. (Complete (1). Choose (2) and (3) as applicable):
	 
	 	(1)	 	Vesting. A Participant may receive an In-Service Distribution under Election 46(b)
based on vesting in the distributing Account as follows (Choose one of a., b., or c.):






	 	a.	o	 100% vesting required. A Participant may not receive any In-Service
Distribution unless the Participant is 100% Vested in the distributing Account.
	 
	 	b.	o	 100% vesting required except hardship. A Participant may not receive
any In-Service Distribution unless the Participant is 100% Vested in the distributing
Account, unless the distribution is based on hardship.
	 
	 	c.	o	 Not required. A Participant may receive an In-Service Distribution even
from a partially-Vested Account, but the amount distributed may not exceed the Vested
amount in the distributing partially-Vested Account.






	 	(2)	o	 Minimum amount. A Participant may not receive an In-Service Distribution in an
amount which is less than: $_________ (specify amount not exceeding $1,000).
	 
	 	(3)	o	 Describe other conditions: 





[Note: An Employer’s election under Election 47(a)(3) must: (i) be objectively determinable; (ii)
not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be
nondiscriminatory; and (v) not permit an “early” distribution of any Restricted 401(k) Accounts or
Restricted Pension Accounts. See Section 6.01(C)(4).]





	(b)	þ	 No other conditions. A Participant may elect to receive an In-Service Distribution upon
any Election 46(b) event without further condition, provided that the amount distributed may
not exceed the Vested amount in the distributing Account.






	48.	 	POST-SEVERANCE AND LIFETIME RMD DISTRIBUTION METHODS (6.03). A Participant whose Vested
Account Balance exceeds $5,000 (or any lesser amount elected in Appendix B, Election 54(g)(7)): (i)
who has incurred a Severance from Employment and will receive a distribution; or (ii) who remains
employed but who must receive lifetime RMDs, may elect distribution under one of the following
method(s) of distribution described in Section 6.03 and subject to any Section 6.03 limitations.
(Choose one or more of (a) through (f) as applicable):




[Note: If a Participant dies after Severance from Employment but before receiving distribution of
all of his/her Account, the elections under this Election 48 no longer apply. See Section 6.01(B)
and Election 49.]





	(a)	þ	 Lump-Sum. See Section 6.03(A)(3).
	 
	(b)	o	 Installments only if Participant subject to lifetime RMDs. A Participant who is required to receive lifetime RMDs may receive
installments payable in monthly, quarterly or annual installments
equal to or exceeding the annual RMD amount. See Sections 6.02(A)
and 6.03(A)(4)(a).
	 
	(c)	o	 Installments. See Section 6.03(A)(4).
	 
	(d)	o	 Alternative Annuity: ____________________________________. See Section 6.03(A)(5).




[Note: Under a Plan which is subject to the joint and survivor annuity distribution requirements of
Section 6.04 (Election 50(b)), the Employer may elect under 48(d) to offer one or more additional
annuities (Alternative Annuity) to the Plan’s QJSA or QPSA. If the Employer elects under Election
50(a) to exempt Exempt Participants from the joint and survivor annuity requirements, the Employer
should not elect to provide an Alternative Annuity under 48(d).]





	(e)	o	 Ad-Hoc distributions. See Section 6.03(A)(6).




[Note: If an Employer elects to permit Ad-Hoc distributions: (i) the option must be available to
all Participants; and (ii) the option is a Protected Benefit.]





	(f)	o	 Describe distribution method(s): 





[Note: The Employer under Election 48(f) may describe Severance from Employment distribution
methods from the elections available under Election 48 and/or a combination thereof as to any: (i)
Participant group (e.g., Division A Employee Accounts are distributable in a Lump-Sum OR Accounts
of Employees hired after “x” date are distributable in a Lump-Sum. Division B Employee Accounts are
distributable in a Lump-Sum or in Installments OR Accounts of Employees hired on/before “x” date
are distributable in a Lump-Sum or in Installments.); (ii) Contribution Type (e.g., Discretionary
Nonelective Contribution Accounts are distributable in a Lump-Sum. Fixed Nonelective Contribution
Accounts are distributable in a Lump-Sum or in Installments); and/or (iii) merged plan account now
held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be
distributable in accordance with the X plan terms [supply terms] and not in accordance with the
terms of this Plan). An Employer’s election under Election 48(f) must: (i) be objectively
determinable; (ii) not be subject to Employer, Plan Administrator or Trustee discretion; (iii) be
nondiscriminatory; and (iv) preserve Protected Benefits as required.]


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Nonstandardized 401(k) Plan







	49.	 	BENEFICIARY DISTRIBUTION ELECTIONS (6.01(B)/6.02(B)/6.03). Subject to the Participant’s
elections under Section 6.01(B)(1) as to the timing and method of distribution of the Participant’s
Account to the Participant’s Beneficiary (which Participant elections must be consistent with the
Plan and this Election 49), in the case of a Participant’s death, the Beneficiary will receive
distribution of the Participant’s Account (or of the Beneficiary’s share thereof) as follows
(Complete (a), (b), and (c)):




[Note: For purposes of this Election 49, unless otherwise noted, a “Beneficiary” includes, but is
not limited to a “Designated Beneficiary” under Section 6.02(E)(1).]




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(1)	 	(2)
	 	 	 	 	 	 	 	 	 	 	Spouse Beneficiary	 	Other Beneficiary
	 
	(a)	 	Timing. The Plan will distribute to the Beneficiary as soon
as is practical at (or not later than) the following time or date
(Choose one of (1) though (4). Choose (5) if applicable):	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(	1)		 	o
	 	Immediate. Immediately following the
Participant’s death.
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(	2)		 	o
	 	Next Calendar Year. In the calendar year which
next follows the calendar year of the Participant’s
death, but not later than December 31 of such
following calendar year.
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(	3)		 	þ
	 	As Beneficiary elects. At such time as the Beneficiary
may elect, provided that distribution pursuant to such
election (or in the absence of any Beneficiary election)
must commence no later than the Section 6.02 required date.
	 	þ
	 	þ
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(	4)		 	o
	 	Describe:
_____________________________________
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[Note: The Employer under Election 49(a)(4) may describe an alternative distribution timing or
afford the Beneficiary an election which is narrower than that permitted under election 49(a)(3).
However, any election under Election 49(a)(4) must require distribution to commence no later than
the Section 6.02 required date.]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(	5)		 	þ
	 	Death before DCD; spousal election to delay. If the
Participant dies before his/her Distribution Commencement
Date and the Participant’s sole Designated Beneficiary is
his/her spouse, the spouse may elect to delay distribution
until the end of the calendar year in which the Participant
would have attained age 70 1/2, if that date is later than the
date upon which distribution would be required to commence
to a non-spouse Beneficiary.
	 	þ
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(b)	 	Method. The Plan will distribute to the Beneficiary under the
following distribution method(s). If more than one method is
elected, the Beneficiary may choose the method of distribution.
(Choose one or more of (1) through (4) but do not elect (4) only):	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(	1)		 	þ
	 	Lump-Sum. See Section 6.03(A)(3).
	 	þ
	 	þ
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(	2)		 	o
	 	Installments sufficient to satisfy RMD.
See Section 6.03(A)(4)(a). An Installment in each Distribution
Calendar Year must at least equal the RMD amount.
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(	3)		 	o
	 	Ad-Hoc sufficient to satisfy RMD. See Section 6.03(A)(6).
The Beneficiary must elect an Ad-Hoc distribution for each
Distribution Calendar Year at least equal to the RMD amount.
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[Note: If an Employer elects to permit Ad-Hoc distributions: (i) the option must be available to
all Beneficiaries; and (ii) the option is a Protected Benefit.]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(	4)		 	o
	 	QPSA. See Section 6.04(B).
	 	o
	 	N/A





[Note: If the Employer elects 50(b), the Employer should elect 49(b)(4). If the Employer elects
50(a), the Employer should not elect 49(b)(4). A surviving spouse may elect to waive the QPSA in
favor of another method.]



 © 2008 Bank of Oklahoma, N.A.





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Nonstandardized 401(k) Plan






	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c)	 	Death before the DCD. If a Participant dies before the Distribution
Commencement Date, the distribution to the Beneficiary will be made
in accordance with the following rule(s) (Choose one of (1), (2), or (3)):	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(	1)		 	þ
	 	 Beneficiary election. See Section 6.02(B)(1)(e). This election
applies only if the Beneficiary is a Designated Beneficiary
under Treas. Reg. §1.401(a)(9)-4. If not, the 5-year rule applies
In the absence of the Designated Beneficiary’s election, the
Life Expectancy rule applies. The Employer in Appendix B
may elect to change the default (no Designated Beneficiary
election) to the 5-year rule.
	 	þ

	 	þ
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(	2)		 	o
	 	Life Expectancy rule. See Section 6.02(B)(1)(d). This election
applies only if the Beneficiary is a Designated Beneficiary
under Treas. Reg. §1.401(a)(9)-4. If not, the 5-year rule applies.
	 	o

	 	o

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(	3)		 	o
	 	5-year rule. See Section 6.02(B)(1)(c). This election applies
regardless of whether the Beneficiary is a Designated Beneficiary
under Treas. Reg. §1.401(a)(9)-4.
	 	o
	 	o







	50.	 	JOINT AND SURVIVOR ANNUITY REQUIREMENTS (6.04). The joint and survivor annuity
distribution requirements of Section 6.04 (Choose one of (a) or (b)):






	(a)	þ	 Profit sharing exception. Do not apply to an Exempt Participant, as described in Section
6.04(G)(1), but apply to any other Participants (or to a portion of their Account as described
in Section 6.04(G)) (Complete (1)):






	 
	 	(1)	One-year marriage rule. Under Section 7.05(A)(3) relating to an Exempt Participant’s
Beneficiary designation under the profit sharing exception (Choose one of a. or b.):






	 	a.	þ	 Applies. The one-year marriage rule applies.
	 
	 	b.	o	 Does not apply. The one-year marriage rule does not apply.






	(b)	o	 Joint and survivor annuity applicable. Section 6.04 applies to all Participants (Complete (1)):
	 
		(1)	One-year marriage rule. Under Section 6.04(B) relating to the QPSA (Choose one of a.
or b.):






	 	a.	o	 Applies. The one-year marriage rule applies.
	 
	 	b.	o	 Does not apply. The one-year marriage rule does not apply.





ARTICLE VII

ADMINISTRATIVE PROVISIONS





	51.	 	ALLOCATION OF EARNINGS (7.04(B)). For each Contribution Type provided under the Plan,
the Plan allocates Earnings using the following method (Choose one or more of (a) through (f) as
applicable):




[Note: Elective Deferrals/Employee Contributions also includes Rollover Contributions, Transfers,
DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions
and Nonelective Contributions includes all Nonelective Contributions unless described otherwise in
Election 51(f).]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	 	 	(2)	 		 	
	 	 	 	 	 	 	(1)	 	 	 	Elective Deferrals/	 	(3)	 	(4)
	 	 	 	 	 	 	All	 	 	 	Employee	 	Matching	 	Nonelective
	 	 	 	 	 	 	Contributions	 	 	 	Contributions	 	Contributions	 	Contributions
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a)

	 	o
	 	Daily. See Section 7.04(B)(4)(a).
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b)

	 	o
	 	Balance forward.
See Section 7.04(B)(4)(b).
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c)

	 	o
	 	Balance forward with adjustment.
See Section 7.04(B)(4)(c). Allocate
pursuant to the balance forward method,
except treat as part of the relevant
Account at the beginning of the Valuation
Period ____% of the contributions
made during the following Valuation
Period: ________________.
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d)

	 	o
	 	Weighted average. See Section
7.04(B)(4)(d). If not a monthly
weighting period, the weighting
period is: ________________.

	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e)

	 	o
	 	Participant-Directed Account.
See Section 7.04(B)(4)(e).
	 	o
	 	OR
	 	o
	 	o
	 	o




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Nonstandardized 401(k) Plan





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f)

	 	þ
	 	Describe Earnings allocation method: Daily allocation
method applies to Core Funds while
Participant Directed Account method applies to Self
Directed Option (SDO) Accounts





[Note: The Employer under Election 51(f) may describe Earnings allocation methods from the
elections available under Election 51 and/or a combination thereof as to any: (i) Participant group
(e.g., Daily applies to Division A Employees OR to Employees hired after “x” date. Balance forward
applies to Division B Employees OR to Employees hired on/before “x” date.); (ii) Contribution Type
(e.g., Daily applies as to Discretionary Nonelective Contribution Accounts. Participant-Directed
Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment
vendor or Account type (e.g., Balance forward applies to investments placed with vendor A and
Participant-Directed Account applies to investments placed with vendor B OR Daily applies to
Participant-Directed Accounts and balance forward applies to pooled Accounts); and/or (iv) merged
plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan
continue to be subject to Earnings allocation in accordance with the X plan terms [supply terms]
and not in accordance with the terms of this Plan). An Employer’s election under Election 51(f)
must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be
nondiscriminatory.]




ARTICLE VIII

TRUSTEE AND CUSTODIAN, POWERS AND DUTIES





	52.	 	VALUATION OF TRUST (8.02(C)(4)). In addition to the last day of the Plan Year, the
Trustee (or Named Fiduciary as applicable) must value the Trust Fund on the following Valuation
Date(s) (Choose one or more of (a) through (d) as applicable):




[Note: Elective Deferrals/Employee Contributions also include Rollover Contributions, Transfers,
DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions
and Nonelective Contributions includes all Nonelective Contributions unless described otherwise in
Election 52(d).]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	 	 	(2)	 		 	
	 	 	 	 	 	 	(1)	 	 	 	Elective Deferrals/	 	(3)	 	(4)
	 	 	 	 	 	 	All	 	 	 	Employee	 	Matching	 	Nonelective
	 	 	 	 	 	 	Contributions	 	 	 	Contributions	 	Contributions	 	Contributions
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a)

	 	o
	 	No additional Valuation Dates.
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b)

	 	þ
	 	Daily Valuation Dates. Each business
day of the Plan Year on which Plan
assets for which there is an
established market are valued and
the Trustee is conducting business.
	 	þ
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c)

	 	o
	 	Last day of a specified period. The
last day of each __________ of the Plan Year.
	 	o
	 	OR
	 	o
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d)

	 	o
	 	Specified Valuation Dates: ________________________________________.





[Note: The Employer under Election 52(d) may describe Valuation Dates from the elections available
under Election 52 and/or a combination thereof as to any: (i) Participant group (e.g., No
additional Valuation Dates apply to Division A Employees OR to Employees hired after “x” date.
Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before “x” date.);
(ii) Contribution Type (e.g., No additional Valuation Dates apply as to Discretionary Nonelective
Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective
Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., No
additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates
apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant-Directed
Accounts and no additional Valuation Dates apply to pooled Accounts); and/or (iv) merged plan
account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to
be subject to Trust valuation in accordance with the X plan terms [supply terms] and not in
accordance with the terms of this Plan). An Employer’s election under Election 52(d) must: (i) be
objectively determinable; (ii) not be subject to Employer discretion; and (iii) be
nondiscriminatory.]


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Nonstandardized 401(k) Plan





EXECUTION PAGE



The Employer, by executing this Adoption Agreement, hereby agrees to the provisions of this Plan
and Trust.




	 	 	 	 	 
	 	                                        Employer:  Bank of Oklahoma, N.A.

 	 
	 	Date: October 6, 2008 	 
	 	 	 
	 	Signed: 	 /s/ Larry Wagner, Senior Vice President
 	 


The Trustee (and Custodian, if applicable), by executing this Adoption Agreement, hereby accepts
its position and agrees to all of the obligations, responsibilities and duties imposed upon the
Trustee (or Custodian) under the Prototype Plan and Trust. If the Employer under Election 5(c) will
use a separate Trust, the Trustee need not execute this Adoption Agreement.




	 	 	 	 	 
	 	                                        Nondiscretionary Trustee(s):  Bank of Oklahoma, N.A.
 	 
	 	 	 	 
	 	Date: October 6, 2008	 
	 	 	 
	 	Signed: 	 Larry Wagner, Senior Vice President
 	 
	 	 	 	 	 
	 	 	 
	 	Nondiscretionary Trustee(s):


	 
	 
	 	Date: 

	 
	 
	 	Signed: 



	 	 	 
	 	[print name/title]	 
	 
	 	
Custodian(s) (Optional):


	 
	 
	 	


Date:





	 
	 
	 	
Signed:



	 
	 	 	 
	 	[print name/title] 	 
	 


Use of Adoption Agreement. Failure to complete properly the elections in this Adoption Agreement
may result in disqualification of the Employer’s Plan. The Employer only may use this Adoption
Agreement only in conjunction with the basic plan document referenced by its document number on
Adoption Agreement page one.



Execution for Page Substitution Amendment Only. If this paragraph is completed, this Execution Page
documents an amendment to Adoption Agreement Election(s)       effective
          , by substitute Adoption Agreement page number(s)      . The Employer
should retain all Adoption Agreement Execution Pages and amended pages. [Note: The Effective Date
may be retroactive or may be prospective as permitted under Applicable Law.]



Prototype Plan Sponsor. The Prototype Plan Sponsor identified on the first page of the basic plan
document will notify all adopting Employers of any amendment to this Prototype Plan or of any
abandonment or discontinuance by the Prototype Plan Sponsor of its maintenance of this Prototype
Plan. For inquiries regarding the adoption of the Prototype Plan, the Prototype Plan Sponsor’s
intended meaning of any Plan provisions or the effect of the Opinion Letter issued to the Prototype
Plan Sponsor, please contact the Prototype Plan Sponsor at the following address and telephone
number:  P.O. Box 880 Tulsa, OK 74101-0880, 918-588-6693 or 1-800-285-9559.



Reliance on Sponsor Opinion Letter. The Prototype Plan Sponsor has obtained from the IRS an Opinion
Letter specifying the form of this Adoption Agreement and the basic plan document satisfy, as of
the date of the Opinion Letter, Code §401. An adopting Employer may rely on the Prototype Sponsor’s
IRS Opinion Letter only to the extent provided in Rev. Proc. 2005-16. The Employer may not rely on
the Opinion Letter in certain other circumstances or with respect to certain qualification
requirements, which are specified in the Opinion Letter and in Rev. Proc. 2005-16, Sections 19.02
and 19.03. In order to have reliance in such circumstances or with respect to such qualification
requirements, the Employer must apply for a determination letter to Employee Plans Determinations
of the IRS.



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Nonstandardized 401(k) Plan




APPENDIX A

EGTRRA RESTATED PLANS — SPECIAL EFFECTIVE DATES

[Covering period from restated Effective Date in Election 4(b) until Employer executes EGTRRA
restatement]





	53.	 	SPECIAL EFFECTIVE DATES (1.19). The Employer elects or does not elect Appendix A
special Effective Date(s) as follows. (Choose (a) or one or more of (b) through (r) as applicable):





[Note: If the Employer elects 53(a), do not complete the balance of this Election 53.]





	(a)	o	Not applicable. The Employer does not elect any Appendix A special Effective Dates.




[Note: The Employer should use this Appendix A where it is restating its Plan for EGTRRA with a
retroactive Effective Date, but where one or more Adoption Agreement elections under the restated
Plan became effective after the Plan’s general restatement Effective Date under Election 4(b). For
periods prior to the below-specified special Effective Date(s), the Plan terms in effect prior to
its restatement under this Adoption Agreement control for purposes of the designated provisions.
Any special Effective Date the Employer elects must comply with Applicable Law.]





	(b)	þ	Contribution Types (1.12). The Contribution Types
under Election(s) 6 b are effective: January 1, 2007.
	 
	 	 	[Note: The Plan may not permit Roth Deferrals before January 1, 2006.]
	 
	(c)	o	 Excluded Employees (1.21(D)). The Excluded Employee provisions under Election(s) 8                      are effective:                     .
	 
	(d)	o	Compensation (1.11). The Compensation definition under
Election(s)                      (specify 9-11 as applicable) are effective:                     .
	 
	(e)	þ	Eligibility (2.01-2.03). The eligibility provisions
under Election(s) 14(b)(2), 14(b)(5) & 17(d) (specify 14-19 as
applicable) are effective: April 1, 2003.
	 
	(f)	þ	Elective Deferrals (3.02(A)-(C)). The Elective
Deferral provisions under Election(s) 20(a) & 21(b) (specify 20-22 as
applicable) are effective: April 1, 2003.
	 
	(g)	o	Catch-Up Deferrals (3.02(D)). The Catch-Up Deferral provisions under Election 23                  are effective:                     .
	 
	(h)	þ	 Matching Contributions (3.03). The Matching
Contribution provisions under Election(s) 24d (specify 24-26 as
applicable) are effective: April 1, 2006.
	 
	(i)	þ	Nonelective Contributions (3.04). The Nonelective Contribution provisions under Election(s) 27b, 28c & 28h, 29b
(specify 27-29 as applicable) are effective: April 1, 2006 for elections 27 and 28, January 1, 2008 for election 29
	 
	(j)	o 	401(k) safe harbor (3.05). The 401(k) safe harbor provisions under Election(s) 30                   are effective:                     .
	 
	(k)	þ	Allocation conditions (3.06). The allocation
conditions under Election(s) 31 (specify 31-32 as applicable) are
effective: May 1, 2007.
	 
	(l)	o	Forfeitures (3.07). The forfeiture allocation
provisions under Election(s)                      (specify 33-34 as applicable) are
effective:                     .
	 
	(m)	þ	Employee Contributions (3.09). The Employee Contribution provisions under Election(s) 35 (a)&(b) are effective:
April 1, 2006.
	 
	(n)	þ	Testing elections (4.06(B)). The testing elections under Election(s) 37 a under the “Effective as of execution (and
retroactively if restatement)” column are effective:
January 1, 2006.
	 
	(o)	o	Vesting (5.03). The vesting provisions under
Election(s)                      (specify 38-43 as applicable) are effective:                     .
	 
	(p)	þ	Distributions (6.01 and 6.03). The distribution
elections under Election(s) 44, 45i, 46b & 48 (specify 44-50 as
applicable) are effective: March 28, 2005 for election 44, October 1, 2008 for election 45i, May 1, 2007 for election
46 and 48.
	 
	(q)	o	 Earnings/Trust valuation (7.04(B)/8.02(C)(4)). The Earnings allocation and Trust valuation provisions under Election(s)
               
(specify 51-52 as applicable) are effective:                     .
	 
	(r)	o	 Special Effective Date(s) for other elections (specify elections and dates):                                                             .





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Nonstandardized 401(k) Plan




APPENDIX B

BASIC PLAN DOCUMENT OVERRIDE ELECTIONS





	54.	 	BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic
plan provisions as follows (Choose (a) or choose one or more of (b) through (i) as applicable):





[Note: If the Employer elects 54(a), do not complete the balance of this Election 54.]





	(a)	þ	Not applicable. The Employer does not elect to override any basic plan provisions.




[Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an
election on Appendix A (Election 53(r)) to specify a special Effective Date for any override
provision the Employer elects in this Election 54. If the Employer, after it has executed this
Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer
should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise
in the amendment.]





	(b)	o	Definition (Article I) overrides. (Choose one or more of (1) through (9) as
applicable):






	 	(1)	o	W-2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W-2
Compensation excludes amounts paid or reimbursed by the Employer for moving expenses
incurred by an Employee, but only to the extent that, at the time of payment, it is
reasonable to believe that the Employee may deduct these amounts under Code §217.
	 
	 	(2)	o	Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to
apply the alternative (general) 415 definition of Compensation in lieu of simplified 415
Compensation. As to amounts received from an unfunded nonqualified deferred compensation
plan which is includible in gross income in the taxable year of receipt (Choose one of a.
or b.):






	 	a.	o	Include. Include the nonqualified deferred compensation.
	 
	 	b.	o	Do not include. Do not include the nonqualified deferred compensation.






	 	(3)	o	Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11
includes Deemed 125 Compensation.
	 
	 	(4)	o	Inclusion of Post-Severance Compensation (1.11(I) and 4.05(C)(1)). The Plan
includes Post-Severance Compensation within the meaning of Prop. Treas. Reg.
§1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or
both of a. and b.):






	 	a.	o	Include for 415 testing. Include for 415 testing and for other testing
which uses 415 Compensation. This provision applies effective as of                     
(specify a date which is no earlier than January 1, 2005).
	 
	 	b.	o	Include for allocations. Include for allocations as follows (specify
affected Contribution Type(s) and any adjustments to Post-Severance Compensation used
for allocation):                                                             . This provision applies effective as of            
         
(specify a date which is no earlier than January 1, 2002).






	 	(5)	o	Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed
Disability Compensation. (Choose one of a. or b.):






	 	a.	o	NHCEs only. Apply only to disabled NHCEs.
	 
	 	b.	o	All Participants. Apply to all disabled Participants. The Employer will
make Employer Contributions for such disabled Participants for:                                                              (specify a fixed or
determinable period).






	 	(6)	o	Early application of final 401(k) regulations (1.28). The Employer (consistent
with the Plan Administrator’s operation of the Plan) elects to apply the final 401(k)
regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the
regulations effective as of:                      (specify Plan Year ending after December 29, 2004, e.g., Plan
Year ending December 31, 2004 OR Plan Year beginning January 1, 2005).
	 
	 	(7)	o	Leased Employees (1.21(B)). The Employer for purposes of the following
Contribution Types, does not exclude Leased Employees:                                                              (specify Contribution Types).
	 
	 	(8)	o	Offset if contributions to leasing organization plan (1.21(B)(2)). The Employer
will reduce allocations to this Plan for any Leased Employee to the extent that the
leasing organization contributes to or provides benefits under a leasing organization plan
to or for the Leased Employee and which are attributable to the Leased Employee’s services
for the Employer. The amount of the offset is as follows:                     .




[Note: The election of an offset under this Election 54(b)(8) requires that the Employer aggregate
its plan with the leasing organization’s plan for coverage and nondiscrimination testing.]





	 	(9)	o	Reclassified Employees (1.21(D)(3)). The Employer for purposes of the following
Contribution Types, does not exclude Reclassified Employees (or the following categories
of Reclassified Employees):                      (specify Contribution Types and/or categories of Reclassified
Employees).






	(c)	o	Rule of parity — participation (Article II) override (2.03(D)). For purposes of Plan participation, the Plan
applies the “rule of parity” under Code §410(a)(5)(D).





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	(d)	o	Contribution/allocation (Article III) overrides. (Choose one or more of (1) through (7) as applicable):






	 	(1)	o	Treatment of Automatic Deferrals as Roth Deferrals (3.02(B)(7)). The Employer
elects to treat Automatic Deferrals as Roth Deferrals in lieu of treating Automatic
Deferrals as Pre-Tax Deferrals.
	 
	 	(2)	o	Application of Safe Harbor Contributions to other allocations (3.05(E)(11)).
Any Safe Harbor Nonelective Contributions allocated to a Participant’s account will not be
applied toward (offset) any allocation to the Participant of a non-Safe Harbor Nonelective
Contribution.
	 
	 	(3)	o	Short Plan Year or allocation period (3.06(B)(1)(c)). The Plan Administrator (Choose one of a. or b.):






	 	a.	o 	No pro-ration. Will not pro-rate Hours of Service in any short allocation period.
	 
	 	b.	o	Pro-ration based on months. Will pro-rate any Hour of Service
requirement based on the number of months in the short allocation period.






	 	(4)	o 	Limited waiver of allocation conditions for re-hired Participants (3.06(G)).
The allocation conditions the Employer has elected in the Adoption Agreement do not apply
to re-hired Participants in the Plan Year they resume participation, as described in
Section 3.06(G).
	 
	 	(5)	o 	Associated Match forfeiture timing (3.07(A)(1)(c)). Forfeiture of associated
matching contributions occurs in the Testing Year.
	 
	 	(6)	o 	Safe Harbor top-heavy exempt fail-safe (3.07(A)(4)). In lieu of ordering
forfeitures as (a), (b), (c), and (d) under Section 3.07(A)(4), the Employer establishes
the following forfeiture ordering rules (Specify the ordering rules, for example, (d),
(a), (b), and (c)):                     .
	 
	 	(7)	o 	Suspension (3.06(F)(3)). The Plan Administrator in applying Section 3.06(F)
will (Choose one or more of a., b., and c. as applicable):






	 	a.	o 	Re-order tiers. Apply the suspension tiers in Section 3.06(F)(2) in the
following order:                      (specify order).
	 
	 	b.	o 	Hours of Service tie-breaker. Apply the greatest Hours of Service as
the tie-breaker within a suspension tier in lieu of applying the lowest Compensation.
	 
	 	c.	o 	Additional/other tiers. Apply the following additional or other tiers:
                     (specify suspension tiers and ordering).






	(e)	o 	Testing (Article IV) overrides. (Choose one or both of (1) and (2) as applicable):






	 	(1)	o 	Early application of Gap Period income to Excess Deferrals (4.11(C)(1)). The
Plan Administrator will distribute Gap Period income allocated on Excess Deferrals as to
Excess Deferrals occurring in the                      Taxable Year and in
later Taxable Years (Specify a Taxable Year before 2008).
	 
	 	(2)	o	Early application of Gap Period income to Excess Contributions/Aggregates
(4.11(C)(2)). The Plan Administrator will distribute Gap Period income allocated on Excess
Contributions and Excess Aggregate Contributions occurring in the                     
 Plan Year and in later Plan Years (Specify a Plan Year before the Final 401(k)
Regulations Effective Date).






	(f)	o 	Vesting (Article V) overrides. (Choose one or more of (1) through (6) as applicable):






	 	(1)	o 	Application of top-heavy vesting to Matching (5.03(A)(1)). The Employer makes
the following elections regarding the application of top-heavy vesting to its Regular
Matching and Additional Matching Contributions (Choose one or both of a. and b.):






	 	a.	o 	Post-EGTRRA Matching only. Apply top-heavy vesting only to such
post-2001 Plan Year Matching Contributions.
	 
	 	b.	o 	Waiver of Hour of Service requirement. Apply top-heavy vesting as under
the basic plan or as modified by Election 54(f)(1)a. to all Participants even if they
did not have an Hour of Service in any post-2001 Plan Year.






	 	(2)	o 	Alternative “grossed-up” vesting formula (5.03(C)(2)). The Employer elects the
alternative vesting formula described in Section 5.03(C)(2).
	 
	 	(3)	o 	Source of Cash-Out forfeiture restoration (5.04(B)(5)). To restore a
Participant’s Account Balance as described in Section 5.04(B)(5), the Plan Administrator,
to the extent necessary, will allocate from the following source(s) and in the following
order (Specify, in order, one or more of the following: Forfeitures, Earnings, and/or
Employer Contribution):                                         .
	 
	 	(4)	o 	Deemed Cash-Out of 0% Vested Participant (5.04(C)). The deemed cash-out rule of
Section 5.04(C) does not apply to the Plan.
	 
	 	(5)	o 	Accounting for Cash-Out repayment; Contribution Type (5.04(D)(2)). In lieu of
the accounting described in Section 5.04(D)(2), the Plan Administrator will account for a
Participant’s Account Balance attributable to a Cash-Out repayment: (Choose one of a. or
b.):






	 	a.	o 	Nonelective rule. Under the nonelective rule.
	 
	 	b.	o 	Rollover rule. Under the rollover rule.





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Nonstandardized 401(k) Plan





	 	(6)	o	One-year hold-out rule — vesting (5.06(D)). The one-year hold-out Break in
Service rule under Code §411(a)(6)(B) applies.






	(g)	o 	Distribution (Article VI) overrides. (Choose one or more of (1) through (7) as
applicable):






	 	(1)	o 	Election of 5-year rule (6.02(B)(1)(e)). Under Section 6.02(B)(1)(e) relating
to death before the RBD, if a Designated Beneficiary does not make a timely election, the
5-year rule applies in lieu of the Life Expectancy rule.






	 	(2)	o 	2002 only special Effective Date for Section 6.02 (6.02(D)(4)). For the 2002
DCY only, the Plan Administrator will apply the RMD rules in effect under (Choose one of
a. or b.):






	 	a.	o 	1987 proposed regulations. The 1987 proposed Treasury regulations under Code §401(a)(9).
	 
	 	b.	o 	2001 proposed regulations. The 2001 proposed Treasury regulations under Code §401(a)(9).






	 	(3)	o 	RBD definition (6.02(E)(7)(c)). In lieu of the RBD definition in Section
6.02(E)(7)(a) and (b), the Plan Administrator (Choose one of a. or b.):






	 	a.	o 	SBJPA definition indefinitely. Indefinitely will apply the pre-SBJPA
RBD definition.






	 	b.	o 	SBJPA definition to specified date. Will apply the pre-SBJPA definition
until
                     (the stated date may not be earlier than January
1, 1997), and thereafter will apply the RBD definition in Section 6.02(E)(7)(a) and
(b).






	 	(4)	o 	Modification of QJSA (6.04(A)(3)). The Survivor Annuity percentage will be           %. (Specify a percentage between 50% and 100%.)






	 	(5)	o 	Modification of QPSA (6.04(B)(2)). The QPSA percentage will be           %. (Specify a percentage between 50% and 100%.)
	 
	 	(6)	o 	Restriction on hardship source; grandfathering (6.07(E)). The hardship
distribution limit includes grandfathered amounts.
	 
	 	(7)	o 	Replacement of $5,000 amount (6.09). All Plan references (except in Sections
3.02(D), 3.10 and 3.12(C)(2)) to “$5,000” will be $     . (Specify an amount less than $5,000.)






	(h)	o 	Administrative, Trust and insurance overrides (Articles VII, VIII and IX). (Choose one
or more of (1) through (9) as applicable):






	 	(1)	o 	Contributions prior to accrual or precise determination (7.04(B)(5)(b)). The
Plan Administrator will allocate Earnings described in Section 7.04(B)(5)(b) as follows
(Choose one of a., b., or c.):






	 	a.	o 	Treat as contribution. Treat the Earnings as an Employer Matching or
Nonelective Contribution and allocate accordingly.
	 
	 	b.	o 	Balance forward. Allocate the Earnings using the balance forward method
described in Section 7.04(B)(4)(b).
	 
	 	c.	o 	Weighted average. Allocate the Earnings on Matching Contributions using
the weighted average method in a manner similar to the method described in Section
7.04(B)(4)(d).






	 	(2)	o 	Automatic revocation of spousal designation (7.05(A)(1)). The automatic
revocation of a spousal Beneficiary designation in the case of divorce or legal separation
does not apply.
	 
	 	(3)	o 	Limitation on frequency of Beneficiary designation changes (7.05(A)(4)). Except
in the case of a Participant incurring a major life event, a period of at least                     
 must elapse between Beneficiary designation changes. (Specify a
period of time, e.g., 90 days OR 12 months.)
	 
	 	(4)	o 	Definition of “spouse” (7.05(A)(5)). The following definition of “spouse”
applies:
                                        . (Specify a definition consistent with Applicable Law.)
	 
	 	(5)	o 	Administration of default provision; default Beneficiaries (7.05(C)). The
following list of default Beneficiaries will apply:                                                               . (Specify, in order, one or more
Beneficiaries who will receive the interest of a deceased Participant.)
	 
	 	(6)	o 	Subsequent restoration of forfeiture-sources and ordering (7.07(A)(3)).
Restoration of forfeitures will come from the following sources, in the following order                                                 .
(Specify, in order, one or more of the following: Forfeitures, Employer Contribution,
Trust Fund Earnings.)
	 
	 	(7)	o 	State law (7.10(H)). The law of the following state will apply:                                         .
(Specify one of the 50 states or the District of Columbia, or other appropriate legal
jurisdiction, such as a territory of the United States or an Indian tribal government.)
	 
	 	(8)	o 	Employer securities/real property in Profit Sharing Plans/401(k) Plans
(8.02(A)(13)(a)). The Plan limit on investment in qualifying Employer securities/real
property is                     %. (Specify a percentage which is less than 100%.)
	 
	 	(9)	o 	Provisions relating to insurance and insurance company (9.08). The following
provisions apply:
                                        . (Specify such
language as necessary to accommodate life insurance Contracts the Plan holds.)





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Nonstandardized 401(k) Plan



[Note: The provisions in this Election 54(h)(9) may override provisions in Article IX of the Plan,
but must be consistent with all other provisions of the Plan and Applicable Law.]





	(i)	o 	Code Sections 415/416 (Article XI) override (11.02(A)(1)). Because of the required
aggregation of multiple plans, to satisfy Code §§415 and/or 416, the following overriding
provisions apply:                                         . (Specify such language as necessary to satisfy §§415 and 416.)





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Nonstandardized 401(k) Plan




APPENDIX C

LIST OF GROUP TRUST FUNDS/PERMISSIBLE TRUST AMENDMENTS





	55.	o 	INVESTMENT IN GROUP TRUST FUND (8.09). The nondiscretionary Trustee, as directed
or the discretionary Trustee acting without direction (and in addition to the discretionary
Trustee’s authority to invest in its own funds under Section 8.02(A)(3)), may invest in any of the
following group trust
funds: ____________________________________________________________ .(Specify the names of one or more group trust funds in which the
Plan can invest).




[Note: A discretionary or nondiscretionary Trustee also may invest in any group trust fund
authorized by an independent Named Fiduciary.]





	56.	o 	PERMISSIBLE TRUST AMENDMENTS (8.11). The Employer makes the following amendments
to the Trust as permitted under Rev. Proc. 2005-16, Section 5.09 (Choose one or more of (a) through
(c) as applicable):





[Note: Any amendment under this Election 56 must not: (i) conflict with any Plan provision
unrelated to the Trust or Trustee; or (ii) cause the Plan to violate Code §401(a). The amendment
may override, add to, delete or otherwise modify the Trust provisions. Do not use this Election 56
to substitute another pre-approved trust for the Trust. See Election 5(c) as to a substitute
trust.]




	 	(a)	o 	Investments. The Employer amends the Trust provisions relating to Trust
investments as follows:






	 	 	 	 	.






	 	(b)	o 	Duties. The Employer amends the Trust provisions relating to Trustee
(or Custodian) duties as follows:
	 	 	 	 	.






	 	(c)	o 	Other administrative provisions. The Employer amends the other
administrative provisions of the Trust as follows:
	 	 	 	 	.





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Nonstandardized 401(k) Plan




APPENDIX D

TABLE I: ACTUARIAL FACTORS

UP-1984

Without Setback




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number of years	 	 	 	 	 	 
	from attained age	 	 	 	 	 	 
	at the end of Plan Year until	 	 	 	 	 	 
	Normal Retirement Age	 	7.50%	 	8.00%	 	8.50%
	 
	0	 	 	8.458	 	 	 	8.196	 	 	 	7.949	 
	1	 	 	7.868	 	 	 	7.589	 	 	 	7.326	 
	2	 	 	7.319	 	 	 	7.027	 	 	 	6.752	 
	3	 	 	6.808	 	 	 	6.506	 	 	 	6.223	 
	4	 	 	6.333	 	 	 	6.024	 	 	 	5.736	 
	5	 	 	5.891	 	 	 	5.578	 	 	 	5.286	 
	6	 	 	5.480	 	 	 	5.165	 	 	 	4.872	 
	7	 	 	5.098	 	 	 	4.782	 	 	 	4.491	 
	8	 	 	4.742	 	 	 	4.428	 	 	 	4.139	 
	9	 	 	4.412	 	 	 	4.100	 	 	 	3.815	 
	10
	 	 	4.104	 	 	 	3.796	 	 	 	3.516	 
	11
	 	 	3.817	 	 	 	3.515	 	 	 	3.240	 
	12
	 	 	3.551	 	 	 	3.255	 	 	 	2.986	 
	13
	 	 	3.303	 	 	 	3.014	 	 	 	2.752	 
	14
	 	 	3.073	 	 	 	2.790	 	 	 	2.537	 
	15
	 	 	2.859	 	 	 	2.584	 	 	 	2.338	 
	16
	 	 	2.659	 	 	 	2.392	 	 	 	2.155	 
	17
	 	 	2.474	 	 	 	2.215	 	 	 	1.986	 
	18
	 	 	2.301	 	 	 	2.051	 	 	 	1.831	 
	19
	 	 	2.140	 	 	 	1.899	 	 	 	1.687	 
	20
	 	 	1.991	 	 	 	1.758	 	 	 	1.555	 
	21
	 	 	1.852	 	 	 	1.628	 	 	 	1.433	 
	22
	 	 	1.723	 	 	 	1.508	 	 	 	1.321	 
	23
	 	 	1.603	 	 	 	1.396	 	 	 	1.217	 
	24
	 	 	1.491	 	 	 	1.293	 	 	 	1.122	 
	25
	 	 	1.387	 	 	 	1.197	 	 	 	1.034	 
	26
	 	 	1.290	 	 	 	1.108	 	 	 	0.953	 
	27
	 	 	1.200	 	 	 	1.026	 	 	 	0.878	 
	28
	 	 	1.116	 	 	 	0.950	 	 	 	0.810	 
	29
	 	 	1.039	 	 	 	0.880	 	 	 	0.746	 
	30
	 	 	0.966	 	 	 	0.814	 	 	 	0.688	 
	31
	 	 	0.899	 	 	 	0.754	 	 	 	0.634	 
	32
	 	 	0.836	 	 	 	0.698	 	 	 	0.584	 
	33
	 	 	0.778	 	 	 	0.647	 	 	 	0.538	 
	34
	 	 	0.723	 	 	 	0.599	 	 	 	0.496	 
	35
	 	 	0.673	 	 	 	0.554	 	 	 	0.457	 
	36
	 	 	0.626	 	 	 	0.513	 	 	 	0.422	 
	37
	 	 	0.582	 	 	 	0.475	 	 	 	0.389	 
	38
	 	 	0.542	 	 	 	0.440	 	 	 	0.358	 
	39
	 	 	0.504	 	 	 	0.407	 	 	 	0.330	 
	40
	 	 	0.469	 	 	 	0.377	 	 	 	0.304	 
	41
	 	 	0.436	 	 	 	0.349	 	 	 	0.280	 
	42
	 	 	0.406	 	 	 	0.323	 	 	 	0.258	 
	43
	 	 	0.377	 	 	 	0.299	 	 	 	0.238	 
	44
	 	 	0.351	 	 	 	0.277	 	 	 	0.219	 
	45
	 	 	0.327	 	 	 	0.257	 	 	 	0.202	 





Note: A Participant’s Actuarial Factor under Table I is the factor corresponding to the number of
years until the Participant reaches his/her Normal Retirement Age under the Plan. A Participant’s
age as of the end of the current Plan Year is his/her age on his/her last birthday. For any Plan
Year beginning on or after the Participant’s attainment of Normal Retirement Age, the factor for
“zero” years applies.




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APPENDIX D

TABLE II: ADJUSTMENT TO ACTUARIAL FACTORS FOR NORMAL RETIREMENT AGE

OTHER THAN 65

UP-1984

Without Setback




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Normal Retirement	 	 	 	 	 	 
	Age	 	7.50%	 	8.00%	 	8.50%
	 
	55
	 	 	1.2242	 	 	 	1.2147	 	 	 	1.2058	 
	56
	 	 	1.2043	 	 	 	1.1959	 	 	 	1.1879	 
	57
	 	 	1.1838	 	 	 	1.1764	 	 	 	1.1694	 
	58
	 	 	1.1627	 	 	 	1.1563	 	 	 	1.1503	 
	59
	 	 	1.1411	 	 	 	1.1357	 	 	 	1.1305	 
	60
	 	 	1.1188	 	 	 	1.1144	 	 	 	1.1101	 
	61
	 	 	1.0960	 	 	 	1.0925	 	 	 	1.0891	 
	62
	 	 	1.0726	 	 	 	1.0700	 	 	 	1.0676	 
	63
	 	 	1.0488	 	 	 	1.0471	 	 	 	1.0455	 
	64
	 	 	1.0246	 	 	 	1.0237	 	 	 	1.0229	 
	65
	 	 	1.0000	 	 	 	1.0000	 	 	 	1.0000	 
	66
	 	 	0.9752	 	 	 	0.9760	 	 	 	0.9767	 
	67
	 	 	0.9502	 	 	 	0.9518	 	 	 	0.9533	 
	68
	 	 	0.9251	 	 	 	0.9274	 	 	 	0.9296	 
	69
	 	 	0.8998	 	 	 	0.9027	 	 	 	0.9055	 
	70
	 	 	0.8740	 	 	 	0.8776	 	 	 	0.8810	 
	71
	 	 	0.8478	 	 	 	0.8520	 	 	 	0.8561	 
	72
	 	 	0.8214	 	 	 	0.8261	 	 	 	0.8307	 
	73
	 	 	0.7946	 	 	 	0.7999	 	 	 	0.8049	 
	74
	 	 	0.7678	 	 	 	0.7735	 	 	 	0.7790	 
	75
	 	 	0.7409	 	 	 	0.7470	 	 	 	0.7529	 
	76
	 	 	0.7140	 	 	 	0.7205	 	 	 	0.7268	 
	77
	 	 	0.6874	 	 	 	0.6942	 	 	 	0.7008	 
	78
	 	 	0.6611	 	 	 	0.6682	 	 	 	0.6751	 
	79
	 	 	0.6349	 	 	 	0.6423	 	 	 	0.6494	 
	80
	 	 	0.6090	 	 	 	0.6165	 	 	 	0.6238	 





Note: Use Table II only if the Normal Retirement Age for any Participant is not 65. If a
Participant’s Normal Retirement Age is not 65, adjust Table I by multiplying all factors applicable
to that Participant in Table I by the appropriate Table II factor.




© 2008 Bank of Oklahoma, N.A.





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BOK FINANCIAL 401(k) PLAN

APPENDIX E

ADOPTION AGREEMENT #004

NONSTANDARDIZED CODE § 401(K) PROFIT SHARING PLAN



Bank of Oklahoma, N.A. (the “Bank”) currently maintains the BOK Financial 401(k) Plan (the “Plan”).
The Plan provides in relevant part:




     Section 1.41 Plan Administrator means the Employer unless the Employer designates
another person or persons to hold the position of Plan Administrator.



     Section 1.36 The Named Fiduciary is the Employer. The Employer in writing may also
designate the Plan Administrator (if the Plan Administrator is not the Employer) and other persons
as additional Named Fiduciaries.


The Employer has determined that it is in the best interest of the Plan and the Participants to
allocate specific Plan administration and investment duties and responsibilities to separate
independent Committees. Therefore, effective May 1, 2007, the Employer establishes the
Administrative Committee, the Employer Securities Committee, and the Investment Committee. Each
said Committee will have the following membership and functions:





	 	•	 	Administrative Committee

The Administrative Committee will be responsible for the duties of the Plan
Administrator as described in Article VII of the Plan.
	 
	 	 	 	This Committee will be comprised of three Plan Participants who hold the positions of
Director, Human Resources; Chief Auditor; and Controller — Finance & Administration.
	 
	 	•	 	Employer Securities Committee

The Employer Securities Committee will oversee all matters relating to employer
securities held by the Plan (including any unitized fund owning employer securities)
and shall be the Named Fiduciary with respect to all employer securities and rights
thereunder.
	 
	 	 	 	This Committee will be comprised of three Plan Participants who hold the positions of
Director, Human Resources; Manager — Payment Services; and Senior Manager —
Commercial Lending. However, no member of the Employer Securites Committee will be
an Executive Officer of BOKF or any of its subsidiaries.
	 
	 	•	 	Investment Committee 

The Investment Committee will be responsible for selecting and monitoring all Plan
investments other than employer securities and shall be the Named Fiduciary with
respect to all such non-employer securities and rights thereunder.
	 
	 	 	 	This Committee will be comprised of four Plan Participants who hold the positions of
Director, Human Resources; Manager — Retail Support; Senior Credit Concurrence
Officer; and Senior Manager — Commercial Lending.





© 2008 Bank of Oklahoma, N.A.




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BOK FINANCIAL 401(k) PLAN

APPENDIX F

ADOPTION AGREEMENT #004

NONSTANDARDIZED CODE §401(K) PROFIT SHARING PLAN




NONELECTIVE CONTRIBUTIONS AND PLAN DESIGNATED QNEC

ELECTION 27(b)(3) (SECTION 3.04(A)), ELECTION 28(c) & 28(h) (SECTION 3.04(B)) and ELECTION 29(b)(1)-(3) (SECTION 3.04(C)(1)



Effective for the period beginning April 1, 2006, the Employer will make a fixed contribution to
the Plan for eligible Participants based on the “applicable amount” set forth in the table below
and only to Participants whose annual compensation for the Plan Year for which the contribution is
made is less than $40,000. In determining a Participant’s annual compensation to determine
eligibility to receive the “applicable amount” under this Section, Compensation will be for the
entire Plan Year (regardless of when the Participant becomes eligible to receive such contribution)
and will include eligible Compensation subject to the modifications under Election 11(b)(9) of the
adoption agreement.




	 	 	 	 	 
	Annual Compensation	 	Applicable Amount
	Less than $30,000
	 	$	750.00	 
	$30,000 to 30,999
	 	 	700.00	 
	$31,000 to 31,999
	 	 	650.00	 
	$32,000 to 32,999
	 	 	600.00	 
	$33,000 to 33,999
	 	 	550.00	 
	$34,000 to 34,999
	 	 	500.00	 
	$35,000 to 35,999
	 	 	450.00	 
	$36,000 to 36,999
	 	 	400.00	 
	$37,000 to 37,999
	 	 	350.00	 
	$38,000 to 38,999
	 	 	300.00	 
	$39,000 to 39,999
	 	 	250.00	 
	$40,000 or more
	 	 	-0-	 





To receive an allocation of the above contribution, an eligible Participant must complete 1,000
Hours of Service during the Plan Year and the Participant must be employed on the last day of the
Plan Year as stated under Election 31(b) of the adoption agreement. As a Plan Designated QNEC, the
above allocation will only be allocated to NHCEs per Election 29(b)(2) in the Adoption Agreement.



Pursuant to Section 3.04(C)(2) of the Plan, the Employer operationally may elect for any Plan Year
where the Plan is using Current Year Testing to make Operational QNECs which the Plan Administrator
will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.




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PAGE 2

BOK FINANCIAL 401(k) PLAN

APPENDIX F

ADOPTION AGREEMENT #004




EMPLOYER MATCHING CONTRIBUTION

ELECTIONS 24(d) & 24(g) (SECTION 3.03(A)), ELECTION 26 (SECTION 3.03(D)), and ELECTION 35 (SECTION 3.09):



Amount of Matching Contribution Made Each Payroll Period: An amount equal to the following
percentage of each Participant’s eligible contributions for the Plan Year, based on the
Participant’s Years of Service and only up to the first 6% of the Participant’s Compensation for
each pay period. Eligible contributions can be pre-tax salary deferral contributions, after tax
contributions or Roth 401(k) contributions, including catch up contributions.




	 	 	 	 	 
	Number of Years of Service	 	Matching Percentage
	 
	 	 	 	 
	Less than 4 years
	 	 	50	%
	4 years, but less than 10 years
	 	 	100	%
	10 years, but less than 15 years
	 	 	150	%
	15 or more years
	 	 	200	%





The Plan Administrator will apply this matching formula by determining Years of Service as follows:





All Years of Service with the Employer are considered and Years of Service are
determined based on the computation period in which the Participant works 1,000
Hours of Service. The computation period for service prior to January 1, 1995 is
employment years and the computation period on or after January 1, 1995 is Plan
Years. With respect to any Employee who was employed in 1994 and did not complete
1,000 Hours of Service in the computation period commencing in the 1994 calendar
year, such Employee shall receive credit for a Year of Service (in addition to a
Year of Service credited for calendar year 1995) if the Employee is credited with
1000 Hours of Service during the full 12-month computational period (employment
year) based on employment commencing in 1994. Years of Service for matching
purposes will be determined in the same manner as Years of Service for vesting
purposes.




The “matching percentage” applicable to each eligible Participant shall be
determined by reference to the number of Years of Service credited to the
Participant as of the beginning of such Plan Year, and once determined, such
“matching percentage” shall remain unchanged for the entire Plan Year.



© 2008 Bank of Oklahoma, N.A.




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BOK FINANCIAL 401(k) PLAN

APPENDIX G

TO APPENDIX B OF

ADOPTION AGREEMENT #004

NONSTANDARDIZED CODE § 401(K) PROFIT SHARING PLAN




Additional Provisions Concerning

Employer Securities




     The following additional provisions concerning Employer Securities (as defined below) are
included as part of the Adoption Agreement completed by the Employer, in accordance with Appendix B
of the Adoption Agreement. References to “Participant” in this Appendix shall refer to both a
Participant and the Beneficiary(ies) of a deceased Participant.



     (A) Named Fiduciary is Solely Responsible for Employer Securities. The investment
provisions in Section 8.02(A)(13) of the Plan include the ability to invest in “qualifying employer
securities”, as defined in Section 407(d)(5) of ERISA (“Employer Securities”), which specifically
includes the common stock of the Employer (hereinafter referred to as “Employer Stock”). The
Trustee is required to invest the Trust Fund (up to 100% thereof as provided in Section Appendix B
of the Adoption Agreement) in Employer Stock as directed by the Named Fiduciary (pursuant to
Section 8.02(B) of the Plan).



     The Employer Securities Committee is the Named Fiduciary with respect to and has sole
fiduciary responsibility for all decisions or actions related to any Employer Security, including
any evaluation of, and decision to accept or reject, any appraisal or valuation of any Employer
Security. The Trustee is required to follow all directions from the Named Fiduciary related to
Employer Securities. The Trustee may not take any action with respect to any Employer Security,
except to the extent directed by the Named Fiduciary. The Trustee is required to continue to hold
any Employer Security with respect to which it does not receive a direction from the Named
Fiduciary to sell or otherwise dispose of such security. The Trustee is required not to vote any
Employer Security with respect to which it does not receive a direction from the Named Fiduciary to
vote such security.



     Purchases and sales of Employer Securities shall, at the direction of the Named Fiduciary, be
on the open market, in a private placement or a transaction with the Employer, and shall be made at
the time and in the manner directed by the Named Fiduciary. No commission or other fees shall be
payable with respect to any transaction with the Employer.



     If Employer Securities are purchased from the Employer or any other “party in interest” (as
that term is defined in ERISA), the purchase price shall be no more than the value set forth in
this



© 2008 Bank of Oklahoma, N.A.




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subsection. If Employer Securities are sold to the Employer or any other “party in interest”
(as that term is defined in ERISA) the sales price shall be no less than the value set forth in
this subsection. The value set forth in this subsection shall be determined by the Named Fiduciary
in its sole discretion in accordance with the following rules: (i) in the event the Employer
Securities are reported on the New York Stock Exchange, American Stock Exchange, National
Association of Securities Dealers Automated Quotation System (“NASDAQ”) or other national
securities exchange registered with the United States Securities and Exchange Commission, the value
shall be the greater of (except that, in the case of a purchase by the Plan, this shall be the
lesser of the following amounts): (x) the closing price of the Employer Security on the trading day
immediately preceding the date the Employer Security is acquired or sold by the Plan, or (y) the
average of the closing prices of the Employer Security for the twenty (20) consecutive trading days
immediately preceding the date the Employer Security is acquired or sold by the Plan; or (ii) in
all other events, the value shall be determined by an independent appraisal as of the date the
Employer Security is acquired or sold by the Plan.




     If any Employer Securities are held by the Trust, the Named Fiduciary shall determine whether
share or unitized accounting shall apply to such shares from time to time. If unit accounting is
used, the Named Fiduciary shall direct the degree to which the Employer Securities fund is to be
invested in assets other than Employer Securities and shall direct the investment of all assets in
the Employer Securities fund.



     (B) Contributions of Employer Securities. The Employer may direct that any contribution by
the Employer required or permitted under the Plan be made in the form of Employer Securities. If
Employer Securities are transferred in-kind from the Employer, the value must be approved by the
Named Fiduciary and shall be no more than the value set forth in subsection (A) for purposes of
purchases of Employer Securities by the Plan from the Employer.



     (C) Participant Direction of Sales and Purchases of Employer Securities. The Named
Fiduciary may permit each Participant to direct that non-Employer Security assets allocated to
such Participant’s Account be used to acquire Employer Securities. The Named Fiduciary may also
permit a Participant whose Account holds Employer Securities to direct that such Employer
Securities be disposed and may establish reasonable conditions and procedures by which Participants
effect such disposition.



     
(D) Participant Direction of Voting of Employer Securities.


     
The Named Fiduciary may permit each Participant to direct the voting of Employer Securities
with respect to any or all matters determined by the Named Fiduciary.



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     (E) Participant Direction Regarding Tender Offers for Employer Securities. The Named
Fiduciary may permit each Participant to direct the Named Fiduciary as to whether Employer
Securities allocated to such Participant’s Accounts shall be tendered in response to a tender offer
for such securities.



     The proceeds received by the Trust with respect to any tendered Employer Securities shall be
allocated in the same manner that the tendered securities were allocated.



     (F) Rules Related to Participant Directions. To the extent the Named Fiduciary, or the Plan
or Trust documents, permit Participants to provide any directions (“Participant Directions”) with
respect to Employer Securities (including, but not limited to, the acquisition, disposition, voting
or tender of an Employer Security), the Trustee will implement Participant Directions only to the
extent directed by the Named Fiduciary. The Named Fiduciary has sole fiduciary responsibility for
determining whether to implement Participant Directions concerning Employer Securities and the
Named Fiduciary is hereby designated as the fiduciary referenced in Department of Labor regulation
Section 2550. 404c-1(d)(2)(ii)(E) (4)(viii). To the extent a Participant fails to make a
permitted direction or is not permitted to make a direction, the Trustee shall act only as directed
by the Named Fiduciary and shall take no action in the absence of direction from the Named
Fiduciary. Notwithstanding the existence of Participant Directions, the Trustee shall take no
action with respect to Employer Securities unless and until directed by the Named Fiduciary. The
Trustee shall follow the directions of the Named Fiduciary with respect to Employer Securities even
if the Named Fiduciary determines not to follow the Participant Directions.



     All Participant Directions shall be made at the time and in the manner determined by the Named
Fiduciary. The number of shares of Employer Securities deemed allocated to any Participant’s
Accounts for purposes of implementing the Participant’s Directions shall be the number allocated as
of the date determined by the Named Fiduciary. The timing and manner of implementing any
Participant directions, and the Employer Security value used to implement an acquisition or
disposition direction, shall be determined by the Named Fiduciary. The Trustee must follow all
rules established by the Named Fiduciary that concern Employer Securities or Participant
directions. If Participants are given direction authority, the Named Fiduciary or its agent shall
provide to Participants to whose Account an Employer Security is credited a copy of the information
related to the matter to which such direction may apply that is provided to holders of such
security, together with a direction form. The Employer must fully cooperate in providing
information requested by the Named Fiduciary related to the Named Fiduciary’s duties in connection
with Participant directions.



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     In order to assure that Participant Directions are kept confidential from the Employer, any
Participant Directions shall be communicated by the Participant to the Trustee or another third
party designated by the Trustee or Named Fiduciary that is independent from the Employer (the party
receiving the Participant Directions shall be the “Participant Direction Recipient”). The
Participant Direction Recipient shall hold all Participant Directions in confidence and shall not
divulge Participant Directions to the Employer or to any director, officer or employee of the
Employer nor to any other person, except as required by law, unless the person receiving a
disclosure has agreed in writing to receive such information as a fiduciary of the Plan, to keep
such information confidential and not to use such information for any purpose other than Plan
administration; provided, however, the Participant Direction Recipient shall provide information to
the Named Fiduciary that does not identify any particular Participant’s Direction in order to
permit the Named Fiduciary to exercise its fiduciary duty to direct the Trustee with respect to
following Participant Directions.



     If the Named Fiduciary determines that a situation for which Participant Directions are to be
made involves a potential for undue employer influence upon Participants with regard to their
direct or indirect exercise of the right to make Participant Directions, then the Named Fiduciary
shall appoint a third party that is independent from the Employer (the “Independent Fiduciary”) to
serve as a Plan fiduciary for purposes of fulfilling the Named Fiduciary’s role with respect to
such situation. The Employer hereby agrees to fully indemnify and hold harmless the Independent
Fiduciary from and against any liability, costs and expenses associated with the Independent
Fiduciary’s actions and failures to act related to its duties as the Independent Fiduciary. The
Trustee is not required to accept an appointment to be the Independent Fiduciary.



     (G) Distribution of Accrued Benefits. A Participant’s Accrued Benefit payable under Article
VI shall be distributed in cash, except to the extent that in-kind distribution of certain
Investment Funds shall be allowed by Plan Administrator at the request of the Participant. The
Named Fiduciary must direct the Trustee as to the manner in which cash or in-kind distribution is
to be made available for distribution.



     (H) Notices. Any notice shall be in writing. Any notice to the Employer or the Named
Fiduciary shall be sent by first class mail (postage paid), email or facsimile at the contact
information set forth below, unless the recipient consents in writing to an alternate means.



     Notices to the Employer shall be addressed as follows:


Chief Executive Officer

Bank of Oklahoma, N.A.

One Williams Center

Tulsa, OK 74172




© 2008 Bank of Oklahoma, N.A.




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Nonstandardized 401(k) Plan




     Notices to the Named Fiduciary shall be addressed as follows:


Director of Human Resources

Bank of Oklahoma, N.A.

One Williams Center

Tulsa, OK 74172




     Notices to a Participant or Distributee shall be sent by first class mail (postage paid),
addressed to the last known address on file with the Employer or Plan Administrator.



     Any notice may be sent by certified or registered mail.



     This Appendix G is hereby adopted by the Employer this ___ day of _________, 2008.



	 	 	 	 	 
	 	Bank of Oklahoma, N.A.

 	 
	 	By: 	 	 
	 	 	Title: 	 	 



© 2008 Bank of Oklahoma, N.A.





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AMENDMENT FOR THE FINAL 415 REGULATIONS




ARTICLE I

PREAMBLE





	1.1	 	Effective date of Amendment. This Amendment is effective for limitation years and plan years
beginning on or after July 1, 2007, except as otherwise provided herein.
	 
	1.2	 	Superseding of inconsistent provisions. This Amendment supersedes the provisions of the Plan
to the extent those provisions are inconsistent with the provisions of this Amendment.
	 
	1.3	 	Employer’s election. The Employer adopts all Articles of this Amendment, except those
Articles that the Employer specifically elects not to adopt.
	 
	1.4	 	Construction. Except as otherwise provided in this Amendment, any reference to “Section” in
this Amendment refers only to sections within this Amendment, and is not a reference to the
Plan. The Article and Section numbering in this Amendment is solely for purposes of this
Amendment, and does not relate to any Plan article, section or other numbering designations.
	 
	1.5	 	Effect of restatement of Plan. If the Employer restates the Plan, then this Amendment shall
remain in effect after such restatement unless the provisions in this Amendment are restated
or otherwise become obsolete (e.g., if the Plan is restated onto a plan document which
incorporates the final Code §415 Regulation provisions).
	 
	1.6	 	Adoption by prototype sponsor. Except as otherwise provided herein, pursuant to the
provisions of the Plan and Section 5.01 of Revenue Procedure 2005-16, the sponsor hereby
adopts this Amendment on behalf of all adopting employers.





ARTICLE II

EMPLOYER ELECTIONS



The Employer only needs to complete the questions in Section 2.2 in order to override the default
provisions set forth below. If the Plan will use all of the default provisions, then these
questions should be skipped and the Employer does not need to execute this amendment.





	2.1	 	Default Provisions. Unless the Employer elects otherwise in Section 2.2, the following
defaults will apply:






	 	a.	 	The provisions of the Plan setting forth the definition of compensation for purposes of
Code §415 (hereinafter referred to as “415 Compensation”), as well as compensation for
purposes of determining highly compensated employees pursuant to Code §414(q) and for
top-heavy purposes under Code §416 (including the determination of key employees), shall be
modified by (1) including payments for unused sick, vacation or other leave and payments
from nonqualified unfunded deferred compensation plans (Amendment Section 3.2(b)), (2)
excluding salary continuation payments for participants on military service (Amendment
Section 3.2(c)), and (3) excluding salary continuation payments for disabled participants
(Amendment Section 3.2(d)).
	 
	 	b.	 	The “first few weeks rule” does not apply for purposes of 415 Compensation (Amendment
Section 3.3).
	 
	 	c.	 	The provision of the Plan setting forth the definition of compensation for allocation
purposes (hereinafter referred to as “Plan Compensation”) shall be modified to provide for
the same adjustments to Plan Compensation (for all contribution types) that are made to 415
Compensation pursuant to this Amendment.






	2.2	 	In lieu of default provisions. In lieu of the default provisions above, the following apply:
(select all that apply; if no selections are made, then the defaults apply)






	 	415	 	Compensation. (select all that apply):






	 	a.	o	Exclude leave cashouts and deferred compensation (Section 3.2(b))
	 
	 	b.	o	Include military continuation payments (Section 3.2(c))
	 
	 	c.	o	Include disability continuation payments (Section 3.2(d)):






	 	1.	o	For Nonhighly Compensated Employees only
	 
	 	2.	o	For all participants and the salary continuation will continue for
the following fixed or determinable period: ____________________________






	 	d.	o	Apply the administrative delay (“first few weeks”) rule (Section 3.3)





© 2008 Bank of Oklahoma, N.A.





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Plan Compensation. (select all that apply):



NOTE: Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions,
Matching includes all Matching Contributions and Nonelective includes all Nonelective
Contributions. For all Plans other than 401(k) plans, only use column 1. or column 3. in the
table below.



NOTE: Under the GUST PPD document, the plan excludes all post-severance compensation unless the
Employer had elected otherwise in its adoption agreement.




	 	     	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Elective	 	 	 	 
	 	 	 	 	 	 	All	 	 	 	Deferrals	 	Matching	 	Nonelective
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	e.

	 	o
	 	Default provisions apply
	 	1. N/A
	 	OR
	 	2. o
	 	3. o
	 	4. o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	f.

	 	o
	 	No change from existing Plan provisions
	 	1. o
	 	OR
	 	2. o
	 	3. o
	 	4. o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	g.

	 	o
	 	Exclude all post-severance compensation
	 	1. o
	 	OR
	 	2. o
	 	3. o
	 	4. o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	h.

	 	o
	 	Exclude post-severance regular pay
	 	1. o
	 	OR
	 	2. o
	 	3. o
	 	4. o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	i.

	 	þ
	 	Exclude leave cashouts and deferred compensation
	 	1. þ
	 	OR
	 	2. o
	 	3. o
	 	4. o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	j.

	 	o
	 	Include post-severance military continuation payments
	 	1. o
	 	OR
	 	2. o
	 	3. o
	 	4. o
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	k.

	 	o
	 	Include post-severance disability continuation payments:
	 	1. o
	 	OR
	 	2. o
	 	3. o
	 	4. o
	 

	 	a.
	 	o   For Nonhighly Compensated Employees only
	 	 	 	 	 	 	 	 	 	 
	 

	 	b.
	 	o   For all participants and the salary continuation
will continue for the following fixed or determinable
period: ____________________________________
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	l.

	 	o
	 	Other ____________________________________ (describe)
	 	 	 	 	 	 	 	 





Plan Compensation Special Effective Date. The definition of Plan Compensation is modified as set
forth herein effective as of the same date as the 415 Compensation change is effective unless
otherwise specified:



m. __________________________________________________ (enter the effective date)




ARTICLE III

FINAL SECTION 415 REGULATIONS





	3.1	 	Effective date. The provisions of this Article III shall apply to limitation years beginning
on and after July 1, 2007.






	3.2	 	415 Compensation paid after severance from employment. 415 Compensation shall be adjusted, as
set forth herein and as otherwise elected in Article II, for the following types of
compensation paid after a Participant’s severance from employment with the Employer
maintaining the Plan (or any other entity that is treated as the Employer pursuant to Code
§414(b), (c), (m) or (o)). However, amounts described in subsections (a) and (b) below may
only be included in 415 Compensation to the extent such amounts are paid by the later of 2 1/2
months after severance from employment or by the end of the limitation year that includes the
date of such severance from employment. Any other payment of compensation paid after severance
of employment that is not described in the following types of compensation is not considered
415 Compensation within the meaning of Code §415(c)(3), even if payment is made within the
time period specified above.






	 	(a)	 	Regular pay. 415 Compensation shall include regular pay after severance of employment if:






	 	(1)	 	The payment is regular compensation for services during the participant’s
regular working hours, or compensation for services outside the participant’s regular
working hours (such as overtime or shift differential), commissions, bonuses, or other
similar payments; and






	 	(2)	 	The payment would have been paid to the participant prior to a severance from
employment if the participant had continued in employment with the Employer.






	 	(b)	 	Leave cashouts and deferred compensation. Leave cashouts shall be included in 415
Compensation, unless otherwise elected in Section 2.2 of this Amendment, if those amounts
would have been included in the definition of 415 Compensation if they were paid prior to
the participant’s severance from employment, and the amounts are payment for unused accrued
bona fide sick, vacation, or other leave, but only if the participant would have been able
to use the leave if employment had continued. In addition, deferred compensation shall be
included in 415 Compensation, unless otherwise elected in Section 2.2 of this Amendment, if
the compensation would have been included in the definition of 415 Compensation if it had
been paid prior to the participant’s severance from employment, and the compensation is
received pursuant to a nonqualified unfunded deferred compensation plan, but only if the
payment would have been paid at the same time if the participant had continued in
employment with the Employer and only to the extent that the payment is includible in the
participant’s gross income.





© 2008 Bank of Oklahoma, N.A.




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	 	(c)	 	Salary continuation payments for military service participants. 415 Compensation does
not include, unless otherwise elected in Section 2.2 of this Amendment, payments to an
individual who does not currently perform services for the Employer by reason of qualified
military service (as that term is used in Code §414(u)(1)) to the extent those payments do
not exceed the amounts the individual would have received if the individual had continued
to perform services for the Employer rather than entering qualified military service.
	 
	 	(d)	 	Salary continuation payments for disabled Participants. Unless otherwise elected in
Section 2.2 of this Amendment, 415 Compensation does not include compensation paid to a
participant who is permanently and totally disabled (as defined in Code §22(e)(3)). If
elected, this provision shall apply to either just non-highly compensated participants or
to all participants for the period specified in Section 2.2 of this Amendment.






	3.3	 	Administrative delay (“the first few weeks”) rule. 415 Compensation for a limitation year
shall not include, unless otherwise elected in Section 2.2 of this Amendment, amounts earned
but not paid during the limitation year solely because of the timing of pay periods and pay
dates. However, if elected in Section 2.2 of this Amendment, 415 Compensation for a limitation
year shall include amounts earned but not paid during the limitation year solely because of
the timing of pay periods and pay dates, 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 participants, and no compensation is included in more
than one limitation year.
	 
	3.4	 	Inclusion of certain nonqualified deferred compensation amounts. If the Plan’s definition of
Compensation for purposes of Code §415 is the definition in Regulation Section 1.415(c)-2(b)
(Regulation Section 1.415-2(d)(2) under the Regulations in effect for limitation years
beginning prior to July 1, 2007) and the simplified compensation definition of Regulation
1.415(c)-2(d)(2) (Regulation Section 1.415-2(d)(10) under the Regulations in effect for
limitation years prior to July 1, 2007) is not used, then 415 Compensation shall include
amounts that are includible in the gross income of a Participant under the rules of Code §409A
or Code §457(f)(1)(A) or because the amounts are constructively received by the Participant.
[Note if the Plan’s definition of Compensation is W-2 wages or wages for withholding purposes,
then these amounts are already include in Compensation.]
	 
	3.5	 	Definition of annual additions. The Plan’s definition of “annual additions” is modified as
follows:






	 	(a)	 	Restorative payments. Annual additions for purposes of Code §415 shall not include
restorative payments. A restorative payment is a payment made to restore losses to a Plan
resulting from actions by a fiduciary for which there is reasonable risk of liability for
breach of a fiduciary duty under ERISA or under other applicable federal or state law,
where participants who are similarly situated are treated similarly with respect to the
payments. Generally, payments are restorative payments only if the payments are made in
order to restore some or all of the plan’s losses due to an action (or a failure to act)
that creates a reasonable risk of liability for such a breach of fiduciary duty (other than
a breach of fiduciary duty arising from failure to remit contributions to the Plan). This
includes payments to a plan 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 a qualified defined contribution 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 ERISA are not restorative payments and generally
constitute contributions that are considered annual additions.
	 
	 	(b)	 	Other Amounts. Annual additions for purposes of Code §415 shall not include: (1) The
direct transfer of a benefit or employee contributions from a qualified plan to this Plan;
(2) Rollover contributions (as described in Code §§401(a)(31), 402(c)(1), 403(a)(4),
403(b)(8), 408(d)(3), and 457(e)(16)); (3) Repayments of loans made to a participant from
the Plan; and (4) Repayments of amounts described in Code §411(a)(7)(B) (in accordance with
Code §411(a)(7)(C)) and Code §411(a)(3)(D) or repayment of contributions to a governmental
plan (as defined in Code §414(d)) as described in Code §415(k)(3), as well as Employer
restorations of benefits that are required pursuant to such repayments.
	 
	 	(c)	 	Date of tax-exempt Employer contributions. Notwithstanding anything in the Plan to the
contrary, in the case of an Employer that is exempt from Federal income tax (including a
governmental employer), Employer contributions are treated as credited to a participant’s
account for a particular limitation year only if the contributions are actually made to the
plan no later than the 15th day of the tenth calendar month following the end of the
calendar year or fiscal year (as applicable, depending on the basis on which the employer
keeps its books) with or within which the particular limitation year ends.






	3.6	 	Change of limitation year. The limitation year may only be changed by a Plan amendment.
Furthermore, if the Plan is terminated effective as of a date other than the last day of the
Plan’s limitation year, then the Plan is treated as if the Plan had been amended to change its
limitation year.
	 
	3.7	 	Excess Annual Additions. Notwithstanding any provision of the Plan to the contrary, if the
annual additions (within the meaning of Code §415) are exceeded for any participant, then the
Plan may only correct such excess in accordance with the Employee Plans Compliance Resolution
System (EPCRS) as set forth in Revenue Procedure 2006-27 or any superseding guidance,
including, but not limited to, the preamble of the final §415 regulations.





© 2008 Bank of Oklahoma, N.A.




10









 











Nonstandardized 401(k) Plan





	3.8	 	Aggregation and Disaggregation of Plans.






	 	(a)	 	For purposes of applying the limitations of Code §415, all defined contribution plans
(without regard to whether a plan has been terminated) ever maintained by the Employer (or
a “predecessor employer”) under which the participant receives annual additions are treated
as one defined contribution plan. The “Employer” means the Employer that adopts this Plan
and all members of a controlled group or an affiliated service group that includes the
Employer (within the meaning of Code §§414(b), (c), (m) or (o)), except that for purposes
of this Section, the determination shall be made by applying Code §415(h), and shall take
into account tax-exempt organizations under Regulation Section 1.414(c)-5, as modified by
Regulation Section 1.415(a)-1(f)(1). For purposes of this Section:






	 	(1)	 	A former Employer is a “predecessor employer” with respect to a participant in
a plan maintained by an Employer if the Employer maintains a plan under which the
participant had accrued a benefit while performing services for the former Employer,
but only if that benefit is provided under the plan maintained by the Employer. For
this purpose, the formerly affiliated plan rules in Regulation Section 1.415(f)-1(b)(2)
apply as if the Employer and predecessor Employer constituted a single employer under
the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately prior to
the cessation of affiliation (and as if they constituted two, unrelated employers under
the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately after
the cessation of affiliation) and cessation of affiliation was the event that gives
rise to the predecessor employer relationship, such as a transfer of benefits or plan
sponsorship.
	 
	 	(2)	 	With respect to an Employer of a participant, a former entity that antedates
the Employer is a “predecessor employer” with respect to the participant if, under the
facts and circumstances, the employer constitutes a continuation of all or a portion of
the trade or business of the former entity.






	 	(b)	 	Break-up of an affiliate employer or an affiliated service group. For purposes of
aggregating plans for Code §415, a “formerly affiliated plan” of an employer is taken into
account for purposes of applying the Code §415 limitations to the employer, but the
formerly affiliated plan is treated as if it had terminated immediately prior to the
“cessation of affiliation.” For purposes of this paragraph, a “formerly affiliated plan” of
an employer is a plan that, immediately prior to the cessation of affiliation, was actually
maintained by one or more of the entities that constitute the employer (as determined under
the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2)),
and immediately after the cessation of affiliation, is not actually maintained by any of
the entities that constitute the employer (as determined under the employer affiliation
rules described in Regulation Section 1.415(a)-1(f)(1) and (2)). For purposes of this
paragraph, a “cessation of affiliation” means the event that causes an entity to no longer
be aggregated with one or more other entities as a single employer under the employer
affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2) (such as the
sale of a subsidiary outside a controlled group), or that causes a plan to not actually be
maintained by any of the entities that constitute the employer under the employer
affiliation rules of Regulation Section 1.415(a)-1(f)(1) and (2) (such as a transfer of
plan sponsorship outside of a controlled group).






	 	(c)	 	Midyear Aggregation. Two or more defined contribution plans that are not required to be
aggregated pursuant to Code §415(f) and the Regulations thereunder as of the first day of a
limitation year do not fail to satisfy the requirements of Code §415 with respect to a
participant for the limitation year merely because they are aggregated later in that
limitation year, provided that no annual additions are credited to the participant’s
account after the date on which the plans are required to be aggregated.





ARTICLE IV

PLAN COMPENSATION





	4.1	 	Compensation limit. Notwithstanding Amendment Section 4.2 or any election in Amendment
Section 2.2., if the Plan is a 401(k) plan, then participants may not make elective deferrals
with respect to amounts that are not 415 Compensation. However, for this purpose, 415
Compensation is not limited to the annual compensation limit of Code §401(a)(17).






	4.2	 	Compensation paid after severance from employment. Compensation for purposes of allocations
(hereinafter referred to as Plan Compensation) shall be adjusted, unless otherwise elected in
Amendment Section 2.2, in the same manner as 415 Compensation pursuant to Article III of this
Amendment if those amounts would have been included in Compensation if they were paid prior to
the Participant’s severance from employment, except in applying Article III, the term
“limitation year” shall be replaced with the term “plan year” and the term “415 Compensation”
shall be replaced with the term “Plan Compensation.”





© 2008 Bank of Oklahoma, N.A.



11









 











Nonstandardized 401(k) Plan





	4.3	 	Option to apply Plan Compensation provisions early. The provisions of this Article shall
apply for Plan Years beginning on and after July 1, 2007, unless another effective date is
specified in Section 2.2. of this Amendment.




Except with respect to any election made by the employer in Section 2.2, this amendment is hereby
adopted by the prototype sponsor on behalf of all adopting employers on:




________________________________________________________________ (signature and date)



NOTE: The Employer only needs to execute this Amendment if an election has been made in Section 2.2
of this Amendment.



This amendment has been executed this _________
day of _____________________, _________.



Name of Plan:  BOK Financial 401(k) Plan



Name of Employer:  Bank of Oklahoma, N.A.




	 	 	 	 	 
	By:  	 	 	 
	 	EMPLOYER 	 	 
	 	 	 	 
	 



© 2008 Bank of Oklahoma, N.A.



12











 





PPD ADOPTION AGREEMENT

ADMINISTRATIVE CHECKLIST

              
              
       [date]



This Administrative Checklist (“AC”) is not part of the Adoption Agreement or Plan but is for the
use of the Plan Administrator in administering the Plan. Relius software also uses the AC and the
following Supporting Forms Checklist (“SFC”) in preparing the Plan’s SPD and some administrative
forms, such as the Loan Policy, if applicable.



The plan document preparer need not complete the AC but may find it useful to do so. The preparer
may modify the AC, including adding items, without affecting reliance on the Plan’s opinion or
advisory letter since the AC is not part of the approved Plan. Any change to this AC is not a Plan
amendment and is not subject to any Plan provision or to Applicable Law regarding the timing or
form of Plan amendments. However, the Plan Administrator’s administration of any AC item must be in
accordance with applicable Plan terms and with Applicable Law.



The AC reflects the Plan policies and operation as of the date set forth above and may also reflect
Plan policies and operation pre-dating the specified date.



AC1. PLAN LOANS (7.06). The Plan permits or does not permit Participant Loans as follows
(Choose one of (a) or (b)):





	 	(a)	o	Does not permit.
	 
	 	(b)	þ	 Permitted pursuant to the Loan Policy. See SFC Election 69 to complete Loan Policy.




AC2. PARTICIPANT DIRECTION OF INVESTMENT (7.03(B)). The Plan permits Participant direction
of investment or does not permit Participant direction of investment as to some or all Accounts as
follows (Choose one of (a) or (b)):





	 	(a)	o	 Does not permit. The Plan does not permit Participant direction of investment of any Account.
	 
	 	(b)	þ	 Permitted as follows. The Plan permits Participant direction of investment. (Complete (1) through (4)):






	 	(1)	Accounts affected. (Choose a. or choose one or more of b. through
f.):






	 	a.	o	 All Accounts.
	 
	 	b.	o	 Elective Deferral Accounts (Pre-tax and Roth) and Employee Contributions.
	 
	 	c.	o	 All Nonelective Contribution Accounts.
	 
	 	d.	o	 All Matching Contribution Accounts.
	 
	 	e.	o	 All Rollover Contribution and Transfer Accounts.
	 
	 	f.	o	 Specify Accounts: 







	 	(2)	Restrictions on Participant direction (Choose one of a. or b.):






	 	a.	þ	 None. Provided the investment does not result in
a prohibited transaction, give rise to UBTI, create administrative problems or
violate the Plan terms or Applicable Law.
	 
	 	b.	o	 Restrictions: 







	 	(3)	ERISA §404(c). (Choose one of a. or b.):






	 	a.	þ	 Applies.
	 
	 	b.	o	 Does not apply.






	 	(4)	QDIA (Qualified Default Investment Alternative). (Choose one of a. or b.):






	 	a.	þ	 Applies. See SFC Election 112 for details.
	 
	 	b.	o	 Does not apply.




AC3. ROLLOVER CONTRIBUTIONS (3.08). The Plan permits or does not permit Rollover
Contributions as follows (Choose one of (a) or (b)):





	 	(a)	o	Does not permit.
	 
	 	(b)	þ	 Permits. Subject to approval by the Plan Administrator and as further
described below (Complete (1) and (2)):






	 	(1)	Who may roll over. (Choose one of a. or b.):






	 	a.	o	Participants only.
	 
	 	b.	þ	 Eligible Employees or Participants.






	 	(2)	Sources/Types. The Plan will accept a Rollover Contribution (Choose
one of a. or b.):






	 	a.	o	All. From any Eligible Retirement Plan and as to
all Contribution Types eligible to be rolled into this Plan.
	 
	 	b.	o	Limited. Only from the following types of Eligible
Retirement Plans and/or as to the following Contribution
Types:  ____________________________________________________________ .




AC4. PLAN EXPENSES (7.04(C)). The Employer will pay or the Plan will be charged with
non-settlor Plan expenses as follows (Choose one of (a) or (b)):





	 	(a)	o	 Employer pays all expenses except those intrinsic to Trust assets which
the Plan will pay (e.g., brokerage commissions).
	 
	 	(b)	þ	 Plan pays some or all non-settlor expenses. See SFC Election 126 for details.




Page 1 of 3









 










AC5. RELATED AND PARTICIPATING EMPLOYERS (1.23(C)/(D)). There are or are not Related
Employers and Participating Employers as follows (Complete (a) through (c)):





	 	(a)	Related Employers. (Choose one of (1) or (2)):






	 	(1)	o	None.
	 
	 	(2)	þ	 Name(s) of Related Employers:  As documented on file with Human
Resources






	 	(b)	Participating (Related) Employers. (Choose one of (1) or (2)):






	 	(1)	o	None.
	 
	 	(2)	þ	 Name(s) of Participating Employers:  See attached
Participation Agreements See SFC Election 71 for details.






	 	(c)	Former Participating Employers. (Choose one of (1) or (2)):






	 	(1)	þ	 None.
	 
	 	(2)	o	Applies.






	 	 	 
	Name(s)

	 	Date of cessation
	 


	 	 

	 


	 	 






AC6. TOP-HEAVY MINIMUM-MULTIPLE PLANS (10.03). If the Employer maintains another plan, this
Plan provides that the Plan Administrator operationally will determine in which plan the Employer
will satisfy the Top-Heavy Minimum Contribution (or benefit) requirement as to Non-Key Employees
who participate in such plans and who are entitled to a Top-Heavy Minimum Contribution (or
benefit). This Election documents the Plan Administrator’s operational election. (Choose (a) or
choose one of (b) or (c)):





	 	(a)	þ	 Does not apply.
	 
	 	(b)	o	If only another Defined Contribution Plan. Make the Top-Heavy Minimum Allocation
(Choose one of (1) or (2)):






	 	(1)	o	To this Plan.
	 
	 	(2)	o	To another Defined Contribution Plan: ___________________________________ (plan name)






	 	(c)	o	If one or more Defined Benefit Plans. Make the Top-Heavy Minimum
Allocation or provide the top-heavy minimum benefit (Choose one of (1), (2), or (3)):






	 	(1)	o	To this Plan. Increase the Top-Heavy Minimum Allocation to 5%.
	 
	 	(2)	o	To another Defined Contribution Plan. Increase the Top-Heavy
Minimum Allocation to 5% and provide under the: ___________________________________ (name of other Defined
Contribution Plan).
	 
	 	(3)	o	To a Defined Benefit Plan. Provide the 2% top-heavy minimum benefit
under the: ___________________________________ (name of Defined Benefit Plan) and
applying the following interest rate and mortality assumptions: _______________________ .




AC7. SELF-EMPLOYED PARTICIPANTS (1.21(A)). One or more self-employed Participants with
Earned Income benefits in the Plan as follows (Choose one of (a) or (b)):





	 	(a)	þ	 None.
	 
	 	(b)	o	Applies.




AC8. PROTECTED BENEFITS (11.02(C)). The following Protected Benefits no longer apply to all
Participants or do not apply to designated amounts/Participants as indicated, having been
eliminated by a Plan amendment (Choose one of (a) or (b)):





	 	(a)	o	Does not apply. No Protected Benefits have been eliminated.
	 
	 	(b)	þ	 Applies. Protected Benefits have been eliminated as follows (Choose one or
more of rows (1) through (4) as applicable. Choose one of columns (1), (2), or (3), and
complete column (4)):





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(1)	 	(2)	 	(3)	 	(4)
	 	 	 	 	 	 	All	 	Post-E.D.	 	Post-E.D.	 	Effective
	 	 	 	 	 	 	Participants/	 	Contribution	 	Participants	 	Date
	 	 	 	 	 	 	Accounts	 	Accounts only	 	only	 	(E.D.)
	 
	(1) 

	 	o
	 	QJSA/QPSA distributions
	 	o
	 	o
	 	o
	 	 
	 
	(2) 

	 	þ
	 	Installment distributions
	 	þ
	 	o
	 	o
	 	May 1, 2007
	 
	(3) 

	 	o
	 	In-kind distributions
	 	o
	 	o
	 	o
	 	 







	 	(4)	o	 Specify:  





AC9. LIFE INSURANCE (9.01). The Trust invests or does not invest in life insurance Contracts as follows (Choose one of (a) or (b)):





	 	(a)	þ	 Does not apply.
	 
	 	(b)	o	Applies. Subject to the limitations and other provisions in Article IX and/or
Appendix B.




AC10. DISTRIBUTION OF CASH OR PROPERTY (8.04). The Plan provides for distribution in the
form of (Choose one of (a) or (b)):





	 	(a)	o	Cash only. Except where property distribution is required or permitted under
Section 8.04.
	 
	 	(b)	þ	 Cash or property. At the distributee’s election and consistent with any Plan
Administrator policy under Section 8.04.




AC11. EMPLOYER SECURITIES/EMPLOYER REAL PROPERTY (8.02(A)(13)). The Trust invests or does
not invest in qualifying Employer securities and/or qualifying Employer real property as follows
(Choose one of (a) or (b)):





	 	(a)	o	Does not apply.
	 
	 	(b)	þ	 Applies. Such investments are subject to the limitations of Section
8.02(A)(13) and/or Appendix B.




Page 2 of 3









 











PARTICIPATION AGREEMENT (1.23(D))



[Note: Each Participating Employer must execute a separate Participation Agreement, the terms of
which control as to that Participating Employer. ]



Agreement as to Signatory Employer control. The undersigned Related Employer, by executing this
Participation Agreement, elects to become a Participating Employer in the Plan identified in the
foregoing Adoption Agreement. The Participating Employer accepts, and agrees to be bound by, all of
the Elections as made by the Signatory Employer except as otherwise indicated below . The
Participating Employer also hereby consents to the Signatory Employer’s sole authority (without
further signature or other action by the Participating Employer) to amend, to restate or to
terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to
take certain other actions, in accordance with Section 1.23(A).



Effective Date(s). (Choose one):





	 	o	New Plan. The Participating Employer’s adoption
of this Plan is as a new Plan, effective on: ________________ .
	 
	 	þ	 Restated Plan. The Participating Employer’s adoption of this Plan is as a restated
Plan. The restated Effective Date as to the Participating Employer is: January 1,
2004. The Plan as to the Participating Employer was originally effective on:
January 1, 1967.




[Note: If the Participating Employer is adopting this Plan as an EGTRRA restated Plan, the restated
Effective Date should be the beginning of the 2002 Plan Year or the Participating Employer’s
original Effective Date, whichever is later. Where the Participating Employer is restating its
Plan, the Participating Employer should execute this Participation Agreement even if the prior
version of the Plan accorded to the Signatory Employer the authority to make Plan amendments on
behalf of Participating Employers without Participating Employer signature or approval.]



Different elections or special Effective Dates. (Choose one):





	 	þ	 None. There are no different elections or special Effective Dates which apply to the Participating Employer.




[Note: The Employer should elect “none” above only if the Adoption Agreement elections and
Effective Dates (other than above in this Participation Agreement) are the same for the
Participating Employer and the Signatory Employer. If different elections or Effective Dates apply,
the Employer should elect “applies” below.]





	 	o	 Applies. As to the Participating Employer, the following elections apply (or do not
apply) which are different (or have different Effective Dates) than the elections
applicable to the Signatory Employer:





	 	 	 	 	 	 	 	 	 
	Election number	 	Applies	 	Does not apply	 	Completion of election blanks-as necessary	 	Effective Date
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 





	 	 	 
	 

	 	Participating Employer: Colorado State Bank and Trust, N.A.
	 
	 

	 	Date:  

	 

	 	Signed:  

	 

	 	 

	 

	 	[print name/title]
	 

	 	Participating Employer’s EIN: 84-0174400






Acceptance by Signatory Employer and Trustee/Custodian.




	 	 	 
	 

	 	Signatory Employer: Bank of Oklahoma, N.A.
	 
	 

	 	Date:  

	 

	 	Signed:  

	 

	 	 

	 

	 	[print name/title]
	 
	 	 
	 

	 	Trustee(s)/Custodian(s): Bank of Oklahoma, N.A.
	 
	 

	 	Date:  

	 

	 	Signed:  

	 

	 	 

	 

	 	[print name/title]







Page 3 of 3











 










PARTICIPATION AGREEMENT (1.23(D))



[Note: Each Participating Employer must execute a separate Participation Agreement, the terms of
which control as to that Participating Employer. ]



Agreement as to Signatory Employer control. The undersigned Related Employer, by executing this
Participation Agreement, elects to become a Participating Employer in the Plan identified in the
foregoing Adoption Agreement. The Participating Employer accepts, and agrees to be bound by, all of
the Elections as made by the Signatory Employer except as otherwise indicated below . The
Participating Employer also hereby consents to the Signatory Employer’s sole authority (without
further signature or other action by the Participating Employer) to amend, to restate or to
terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to
take certain other actions, in accordance with Section 1.23(A).



Effective Date(s). (Choose one):





	 	o	New Plan. The Participating Employer’s adoption
of this Plan is as a new Plan, effective on: ________________.
	 
	 	þ	 Restated Plan. The Participating Employer’s adoption of this Plan is as a restated
Plan. The restated Effective Date as to the Participating Employer is: January 1,
2002. The Plan as to the Participating Employer was originally effective on:
January 1, 1967.




[Note: If the Participating Employer is adopting this Plan as an EGTRRA restated Plan, the restated
Effective Date should be the beginning of the 2002 Plan Year or the Participating Employer’s
original Effective Date, whichever is later. Where the Participating Employer is restating its
Plan, the Participating Employer should execute this Participation Agreement even if the prior
version of the Plan accorded to the Signatory Employer the authority to make Plan amendments on
behalf of Participating Employers without Participating Employer signature or approval.]



Different elections or special Effective Dates. (Choose one):





	 	þ	 None. There are no different elections or special Effective Dates which apply to the Participating Employer.




[Note: The Employer should elect “none” above only if the Adoption Agreement elections and
Effective Dates (other than above in this Participation Agreement) are the same for the
Participating Employer and the Signatory Employer. If different elections or Effective Dates apply,
the Employer should elect “applies” below.]





	 	o	 Applies. As to the Participating Employer, the following elections apply (or do not
apply) which are different (or have different Effective Dates) than the elections
applicable to the Signatory Employer:





	 	 	 	 	 	 	 	 	 
	Election number	 	Applies	 	Does not apply	 	Completion of election blanks-as necessary	 	Effective Date
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 





	 	 	 
	 

	 	Participating Employer: Bank of Albuquerque, N.A.
	 
	 

	 	Date:  

	 

	 	Signed:  

	 

	 	 

	 

	 	[print name/title]
	 
	 

	 	Participating Employer’s EIN: 85-0455543






Acceptance by Signatory Employer and Trustee/Custodian.




	 	 	 
	 

	 	Signatory Employer: Bank of Oklahoma, N.A.
	 
	 

	 	Date:  

	 

	 	Signed:  

	 

	 	 

	 

	 	[print name/title]
	 
	 	 
	 

	 	Trustee(s)/Custodian(s): Bank of Oklahoma, N.A.
	 
	 

	 	Date:  

	 

	 	Signed:  

	 

	 	 

	 

	 	[print name/title]







Page 1 of 1











 










PARTICIPATION AGREEMENT (1.23(D))



[Note: Each Participating Employer must execute a separate Participation Agreement, the terms of
which control as to that Participating Employer. ]



Agreement as to Signatory Employer control. The undersigned Related Employer, by executing this
Participation Agreement, elects to become a Participating Employer in the Plan identified in the
foregoing Adoption Agreement. The Participating Employer accepts, and agrees to be bound by, all of
the Elections as made by the Signatory Employer except as otherwise indicated below . The
Participating Employer also hereby consents to the Signatory Employer’s sole authority (without
further signature or other action by the Participating Employer) to amend, to restate or to
terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to
take certain other actions, in accordance with Section 1.23(A).



Effective Date(s). (Choose one):





	 	o	New Plan. The Participating Employer’s adoption of this Plan is as a new Plan, effective on: ________________.
	 
	 	þ	 Restated Plan. The Participating Employer’s adoption of this Plan is as a restated
Plan. The restated Effective Date as to the Participating Employer is: January 1,
2002. The Plan as to the Participating Employer was originally effective on:
January 1, 1967.




[Note: If the Participating Employer is adopting this Plan as an EGTRRA restated Plan, the restated
Effective Date should be the beginning of the 2002 Plan Year or the Participating Employer’s
original Effective Date, whichever is later. Where the Participating Employer is restating its
Plan, the Participating Employer should execute this Participation Agreement even if the prior
version of the Plan accorded to the Signatory Employer the authority to make Plan amendments on
behalf of Participating Employers without Participating Employer signature or approval.]



Different elections or special Effective Dates. (Choose one):





	 	þ	 None. There are no different elections or special Effective Dates which apply to the Participating Employer.




[Note: The Employer should elect “none” above only if the Adoption Agreement elections and
Effective Dates (other than above in this Participation Agreement) are the same for the
Participating Employer and the Signatory Employer. If different elections or Effective Dates apply,
the Employer should elect “applies” below.]





	 	o	 Applies. As to the Participating Employer, the following elections apply (or do not
apply) which are different (or have different Effective Dates) than the elections
applicable to the Signatory Employer:





	 	 	 	 	 	 	 	 	 
	Election number	 	Applies	 	Does not apply	 	Completion of election blanks-as necessary	 	Effective Date
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 





	 	 	 
	 

	 	Participating Employer: Bank of Texas, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 

	 	Participating Employer’s EIN: 75-1433553






Acceptance by Signatory Employer and Trustee/Custodian.




	 	 	 
	 

	 	Signatory Employer: Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 	 
	 

	 	Trustee(s)/Custodian(s): Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]







Page 1 of 1











 










PARTICIPATION AGREEMENT (1.23(D))



[Note: Each Participating Employer must execute a separate Participation Agreement, the terms of
which control as to that Participating Employer. ]



Agreement as to Signatory Employer control. The undersigned Related Employer, by executing this
Participation Agreement, elects to become a Participating Employer in the Plan identified in the
foregoing Adoption Agreement. The Participating Employer accepts, and agrees to be bound by, all of
the Elections as made by the Signatory Employer except as otherwise indicated below . The
Participating Employer also hereby consents to the Signatory Employer’s sole authority (without
further signature or other action by the Participating Employer) to amend, to restate or to
terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to
take certain other actions, in accordance with Section 1.23(A).



Effective Date(s). (Choose one):





	 	o	New Plan. The Participating Employer’s adoption of this Plan is as a new Plan, effective on: ________________.
	 
	 	þ	 Restated Plan. The Participating Employer’s adoption of this Plan is as a restated
Plan. The restated Effective Date as to the Participating Employer is: January 1,
2002. The Plan as to the Participating Employer was originally effective on:
January 1, 1967.




[Note: If the Participating Employer is adopting this Plan as an EGTRRA restated Plan, the restated
Effective Date should be the beginning of the 2002 Plan Year or the Participating Employer’s
original Effective Date, whichever is later. Where the Participating Employer is restating its
Plan, the Participating Employer should execute this Participation Agreement even if the prior
version of the Plan accorded to the Signatory Employer the authority to make Plan amendments on
behalf of Participating Employers without Participating Employer signature or approval.]



Different elections or special Effective Dates. (Choose one):





	 	þ	 None. There are no different elections or special Effective Dates which apply to the Participating Employer.




[Note: The Employer should elect “none” above only if the Adoption Agreement elections and
Effective Dates (other than above in this Participation Agreement) are the same for the
Participating Employer and the Signatory Employer. If different elections or Effective Dates apply,
the Employer should elect “applies” below.]





	 	o	 Applies. As to the Participating Employer, the following elections apply (or do not
apply) which are different (or have different Effective Dates) than the elections
applicable to the Signatory Employer:





	 	 	 	 	 	 	 	 	 
	Election number	 	Applies	 	Does not apply	 	Completion of election blanks-as necessary	 	Effective Date
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 





	 	 	 
	 

	 	Participating Employer: Bank of Arkansas, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 

	 	Participating Employer’s EIN: 71-0708159






Acceptance by Signatory Employer and Trustee/Custodian.




	 	 	 
	 

	 	Signatory Employer: Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 	 
	 

	 	Trustee(s)/Custodian(s): Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]







Page 1 of 1











 










PARTICIPATION AGREEMENT (1.23(D))



[Note: Each Participating Employer must execute a separate Participation Agreement, the terms of
which control as to that Participating Employer. ]



Agreement as to Signatory Employer control. The undersigned Related Employer, by executing this
Participation Agreement, elects to become a Participating Employer in the Plan identified in the
foregoing Adoption Agreement. The Participating Employer accepts, and agrees to be bound by, all of
the Elections as made by the Signatory Employer except as otherwise indicated below . The
Participating Employer also hereby consents to the Signatory Employer’s sole authority (without
further signature or other action by the Participating Employer) to amend, to restate or to
terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to
take certain other actions, in accordance with Section 1.23(A).



Effective Date(s). (Choose one):





	 	o	New Plan. The Participating Employer’s adoption of this Plan is as a new Plan, effective on: ________________.
	 
	 	þ	 Restated Plan. The Participating Employer’s adoption of this Plan is as a restated
Plan. The restated Effective Date as to the Participating Employer is: January 1,
2002. The Plan as to the Participating Employer was originally effective on:
January 1, 1967.




[Note: If the Participating Employer is adopting this Plan as an EGTRRA restated Plan, the restated
Effective Date should be the beginning of the 2002 Plan Year or the Participating Employer’s
original Effective Date, whichever is later. Where the Participating Employer is restating its
Plan, the Participating Employer should execute this Participation Agreement even if the prior
version of the Plan accorded to the Signatory Employer the authority to make Plan amendments on
behalf of Participating Employers without Participating Employer signature or approval.]



Different elections or special Effective Dates. (Choose one):





	 	þ	 None. There are no different elections or special Effective Dates which apply to the Participating Employer.




[Note: The Employer should elect “none” above only if the Adoption Agreement elections and
Effective Dates (other than above in this Participation Agreement) are the same for the
Participating Employer and the Signatory Employer. If different elections or Effective Dates apply,
the Employer should elect “applies” below.]





	 	o	 Applies. As to the Participating Employer, the following elections apply (or do not
apply) which are different (or have different Effective Dates) than the elections
applicable to the Signatory Employer:





	 	 	 	 	 	 	 	 	 
	Election number	 	Applies	 	Does not apply	 	Completion of election blanks-as necessary	 	Effective Date
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 





	 	 	 
	 

	 	Participating Employer: Cavanal Hill Investment Management, Inc.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 

	 	Participating Employer’s EIN: 73-1393324






Acceptance by Signatory Employer and Trustee/Custodian.




	 	 	 
	 

	 	Signatory Employer: Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 	 
	 

	 	Trustee(s)/Custodian(s): Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]







Page 1 of 1











 










PARTICIPATION AGREEMENT (1.23(D))



[Note: Each Participating Employer must execute a separate Participation Agreement, the terms of
which control as to that Participating Employer. ]



Agreement as to Signatory Employer control. The undersigned Related Employer, by executing this
Participation Agreement, elects to become a Participating Employer in the Plan identified in the
foregoing Adoption Agreement. The Participating Employer accepts, and agrees to be bound by, all of
the Elections as made by the Signatory Employer except as otherwise indicated below . The
Participating Employer also hereby consents to the Signatory Employer’s sole authority (without
further signature or other action by the Participating Employer) to amend, to restate or to
terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to
take certain other actions, in accordance with Section 1.23(A).



Effective Date(s). (Choose one):





	 	o	New Plan. The Participating Employer’s adoption of this Plan is as a new Plan, effective on: ________________.
	 
	 	þ	 Restated Plan. The Participating Employer’s adoption of this Plan is as a restated
Plan. The restated Effective Date as to the Participating Employer is: April 1,
2005. The Plan as to the Participating Employer was originally effective on:
January 1, 1967.




[Note: If the Participating Employer is adopting this Plan as an EGTRRA restated Plan, the restated
Effective Date should be the beginning of the 2002 Plan Year or the Participating Employer’s
original Effective Date, whichever is later. Where the Participating Employer is restating its
Plan, the Participating Employer should execute this Participation Agreement even if the prior
version of the Plan accorded to the Signatory Employer the authority to make Plan amendments on
behalf of Participating Employers without Participating Employer signature or approval.]



Different elections or special Effective Dates. (Choose one):





	 	þ	 None. There are no different elections or special Effective Dates which apply to the Participating Employer.




[Note: The Employer should elect “none” above only if the Adoption Agreement elections and
Effective Dates (other than above in this Participation Agreement) are the same for the
Participating Employer and the Signatory Employer. If different elections or Effective Dates apply,
the Employer should elect “applies” below.]





	 	o	 Applies. As to the Participating Employer, the following elections apply (or do not
apply) which are different (or have different Effective Dates) than the elections
applicable to the Signatory Employer:





	 	 	 	 	 	 	 	 	 
	Election number	 	Applies	 	Does not apply	 	Completion of election blanks-as necessary	 	Effective Date
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 





	 	 	 
	 

	 	Participating Employer: Bank of Arizona, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 

	 	Participating Employer’s EIN: 86-0772771






Acceptance by Signatory Employer and Trustee/Custodian.




	 	 	 
	 

	 	Signatory Employer: Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 	 
	 

	 	Trustee(s)/Custodian(s): Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]







Page 1 of 1











 










PARTICIPATION AGREEMENT (1.23(D))



[Note: Each Participating Employer must execute a separate Participation Agreement, the terms of
which control as to that Participating Employer. ]



Agreement as to Signatory Employer control. The undersigned Related Employer, by executing this
Participation Agreement, elects to become a Participating Employer in the Plan identified in the
foregoing Adoption Agreement. The Participating Employer accepts, and agrees to be bound by, all of
the Elections as made by the Signatory Employer except as otherwise indicated below . The
Participating Employer also hereby consents to the Signatory Employer’s sole authority (without
further signature or other action by the Participating Employer) to amend, to restate or to
terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to
take certain other actions, in accordance with Section 1.23(A).



Effective Date(s). (Choose one):





	 	o	New Plan. The Participating Employer’s adoption of this Plan is as a new Plan, effective on: ________________.
	 
	 	þ	 Restated Plan. The Participating Employer’s adoption of this Plan is as a restated
Plan. The restated Effective Date as to the Participating Employer is: August 8,
2006. The Plan as to the Participating Employer was originally effective on:
January 1, 1967.




[Note: If the Participating Employer is adopting this Plan as an EGTRRA restated Plan, the restated
Effective Date should be the beginning of the 2002 Plan Year or the Participating Employer’s
original Effective Date, whichever is later. Where the Participating Employer is restating its
Plan, the Participating Employer should execute this Participation Agreement even if the prior
version of the Plan accorded to the Signatory Employer the authority to make Plan amendments on
behalf of Participating Employers without Participating Employer signature or approval.]



Different elections or special Effective Dates. (Choose one):





	 	þ	 None. There are no different elections or special Effective Dates which apply to the Participating Employer.




[Note: The Employer should elect “none” above only if the Adoption Agreement elections and
Effective Dates (other than above in this Participation Agreement) are the same for the
Participating Employer and the Signatory Employer. If different elections or Effective Dates apply,
the Employer should elect “applies” below.]





	 	o	 Applies. As to the Participating Employer, the following elections apply (or do not
apply) which are different (or have different Effective Dates) than the elections
applicable to the Signatory Employer:





	 	 	 	 	 	 	 	 	 
	Election number	 	Applies	 	Does not apply	 	Completion of election blanks-as necessary	 	Effective Date
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 





	 	 	 
	 

	 	Participating Employer: Bank of Kansas City, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 

	 	Participating Employer’s EIN: 20-5347497






Acceptance by Signatory Employer and Trustee/Custodian.




	 	 	 
	 

	 	Signatory Employer: Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 	 
	 

	 	Trustee(s)/Custodian(s): Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]







Page 1 of 1











 










PARTICIPATION AGREEMENT (1.23(D))



[Note: Each Participating Employer must execute a separate Participation Agreement, the terms of
which control as to that Participating Employer. ]



Agreement as to Signatory Employer control. The undersigned Related Employer, by executing this
Participation Agreement, elects to become a Participating Employer in the Plan identified in the
foregoing Adoption Agreement. The Participating Employer accepts, and agrees to be bound by, all of
the Elections as made by the Signatory Employer except as otherwise indicated below . The
Participating Employer also hereby consents to the Signatory Employer’s sole authority (without
further signature or other action by the Participating Employer) to amend, to restate or to
terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to
take certain other actions, in accordance with Section 1.23(A).



Effective Date(s). (Choose one):





	 	o	New Plan. The Participating Employer’s adoption of this Plan is as a new Plan, effective on: ________________.
	 
	 	þ	 Restated Plan. The Participating Employer’s adoption of this Plan is as a restated
Plan. The restated Effective Date as to the Participating Employer is: January 1,
2002. The Plan as to the Participating Employer was originally effective on:
January 1, 1967.




[Note: If the Participating Employer is adopting this Plan as an EGTRRA restated Plan, the restated
Effective Date should be the beginning of the 2002 Plan Year or the Participating Employer’s
original Effective Date, whichever is later. Where the Participating Employer is restating its
Plan, the Participating Employer should execute this Participation Agreement even if the prior
version of the Plan accorded to the Signatory Employer the authority to make Plan amendments on
behalf of Participating Employers without Participating Employer signature or approval.]



Different elections or special Effective Dates. (Choose one):





	 	þ	 None. There are no different elections or special Effective Dates which apply to the Participating Employer.




[Note: The Employer should elect “none” above only if the Adoption Agreement elections and
Effective Dates (other than above in this Participation Agreement) are the same for the
Participating Employer and the Signatory Employer. If different elections or Effective Dates apply,
the Employer should elect “applies” below.]





	 	o	 Applies. As to the Participating Employer, the following elections apply (or do not
apply) which are different (or have different Effective Dates) than the elections
applicable to the Signatory Employer:





	 	 	 	 	 	 	 	 	 
	Election number	 	Applies	 	Does not apply	 	Completion of election blanks-as necessary	 	Effective Date
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 





	 	 	 
	 

	 	Participating Employer: BOSC, Inc.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 

	 	Participating Employer’s EIN: 73-1275307






Acceptance by Signatory Employer and Trustee/Custodian.




	 	 	 
	 

	 	Signatory Employer: Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 	 
	 

	 	Trustee(s)/Custodian(s): Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]







Page 1 of 1











 




Nonstandardized 401(k) Plan

PARTICIPATION AGREEMENT (1.23(D))



[Note: Each Participating Employer must execute a separate Participation Agreement, the terms of
which control as to that Participating Employer. ]



Agreement as to Signatory Employer control. The undersigned Related Employer, by executing this
Participation Agreement, elects to become a Participating Employer in the Plan identified in the
foregoing Adoption Agreement. The Participating Employer accepts, and agrees to be bound by, all of
the Elections as made by the Signatory Employer except as otherwise indicated below . The
Participating Employer also hereby consents to the Signatory Employer’s sole authority (without
further signature or other action by the Participating Employer) to amend, to restate or to
terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to
take certain other actions, in accordance with Section 1.23(A).



Effective Date(s). (Choose one):





	 	o	New Plan. The Participating Employer’s adoption of this Plan is as a new Plan, effective on: ________________.
	 
	 	þ	 Restated Plan. The Participating Employer’s adoption of this Plan is as a restated
Plan. The restated Effective Date as to the Participating Employer is: January 1,
2002. The Plan as to the Participating Employer was originally effective on:
January 1, 1967.




[Note: If the Participating Employer is adopting this Plan as an EGTRRA restated Plan, the restated
Effective Date should be the beginning of the 2002 Plan Year or the Participating Employer’s
original Effective Date, whichever is later. Where the Participating Employer is restating its
Plan, the Participating Employer should execute this Participation Agreement even if the prior
version of the Plan accorded to the Signatory Employer the authority to make Plan amendments on
behalf of Participating Employers without Participating Employer signature or approval.]



Different elections or special Effective Dates. (Choose one):





	 	þ	 None. There are no different elections or special Effective Dates which apply to the Participating Employer.




[Note: The Employer should elect “none” above only if the Adoption Agreement elections and
Effective Dates (other than above in this Participation Agreement) are the same for the
Participating Employer and the Signatory Employer. If different elections or Effective Dates apply,
the Employer should elect “applies” below.]





	 	o	 Applies. As to the Participating Employer, the following elections apply (or do not
apply) which are different (or have different Effective Dates) than the elections
applicable to the Signatory Employer:





	 	 	 	 	 	 	 	 	 
	Election number	 	Applies	 	Does not apply	 	Completion of election blanks-as necessary	 	Effective Date
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	o	 	 	 	 
	 

	 	 	 	 	 	 
	 	 





	 	 	 
	 

	 	Participating Employer: Southwest Trust Company
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 

	 	Participating Employer’s EIN: 73-1434278






Acceptance by Signatory Employer and Trustee/Custodian.




	 	 	 
	 

	 	Signatory Employer: Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]
	 
	 	 
	 

	 	Trustee(s)/Custodian(s): Bank of Oklahoma, N.A.
	 
	 

	 	Date: 

	 

	 	Signed: 

	 

	 	 

	 

	 	[print name/title]







1











 





BANK OF OKLAHOMA, N.A.

DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I, DEFINITIONS	 	 	 	 
	1.01
	 	Account	 	 	1	 
	1.02
	 	Account Balance or Accrued Benefit	 	 	1	 
	1.03
	 	Accounting Date	 	 	1	 
	1.04
	 	Adoption Agreement	 	 	1	 
	1.05
	 	Advisory Letter	 	 	1	 
	1.06
	 	Annuity Contract	 	 	1	 
	1.07
	 	Appendix	 	 	1	 
	1.08
	 	Applicable Law	 	 	1	 
	1.09
	 	Beneficiary	 	 	2	 
	1.10
	 	Code	 	 	2	 
	1.11
	 	Compensation	 	 	2	 
	1.12
	 	Contribution Types	 	 	4	 
	1.13
	 	Defined Contribution Plan	 	 	4	 
	1.14
	 	Defined Benefit Plan	 	 	4	 
	1.15
	 	Disability	 	 	4	 
	1.16
	 	Designated IRA Contribution	 	 	4	 
	1.17
	 	DOL	 	 	4	 
	1.18
	 	Earnings	 	 	4	 
	1.19
	 	Effective Date	 	 	5	 
	1.20
	 	Elective Deferrals	 	 	5	 
	1.21
	 	Employee	 	 	5	 
	1.22
	 	Employee Contribution and DECs	 	 	6	 
	1.23
	 	Employer	 	 	6	 
	1.24
	 	Employer Contribution	 	 	7	 
	1.25
	 	Entry Date	 	 	7	 
	1.26
	 	EPCRS	 	 	7	 
	1.27
	 	ERISA	 	 	7	 
	1.28
	 	Final 401(k) Regulations Effective Date	 	 	7	 
	1.29
	 	401(k) Plan	 	 	7	 
	1.30
	 	401(m) Plan	 	 	7	 
	1.31
	 	Hour of Service	 	 	7	 
	1.32
	 	IRS	 	 	8	 
	1.33
	 	Limitation Year	 	 	8	 
	1.34
	 	Matching Contribution	 	 	9	 
	1.35
	 	Money Purchase Pension Plan/Money Purchase Pension Contribution	 	 	9	 
	1.36
	 	Named Fiduciary	 	 	9	 
	1.37
	 	Nonelective Contribution	 	 	9	 
	1.38
	 	Opinion Letter	 	 	9	 
	1.39
	 	Participant	 	 	9	 
	1.40
	 	Plan	 	 	9	 
	1.41
	 	Plan Administrator	 	 	10	 
	1.42
	 	Plan Year	 	 	10	 
	1.43
	 	Practitioner	 	 	10	 
	1.44
	 	Predecessor Employer/Predecessor Plan	 	 	10	 
	1.45
	 	Prevailing Wage Contract/Contribution	 	 	10	 
	1.46
	 	Profit Sharing Plan	 	 	10	 
	1.47
	 	Protected Benefit	 	 	10	 
	1.48
	 	Prototype Plan/Master Plan (M&P Plan)	 	 	10	 
	1.49
	 	QDRO	 	 	10	 
	1.50
	 	Qualified Military Service	 	 	10	 
	1.51
	 	Restated Plan	 	 	10	 
	1.52
	 	Rollover Contribution	 	 	10	 
	1.53
	 	Safe Harbor Contribution	 	 	10	 
	1.54
	 	Salary Reduction Agreement	 	 	10	 
	1.55
	 	Separation from Service/Severance from Employment	 	 	11	 
	1.56
	 	Service	 	 	11	 
	1.57
	 	SIMPLE Contribution	 	 	11	 
	1.58
	 	Sponsor	 	 	11	 
	1.59
	 	Successor Plan	 	 	11	 
	1.60
	 	Target Benefit Plan/Target Benefit Contribution	 	 	11	 
	1.61
	 	Taxable Year	 	 	11	 
	1.62
	 	Transfer	 	 	11	 
	1.63
	 	Trust	 	 	11	 
	1.64
	 	Trust Fund	 	 	11	 
	1.65
	 	Trustee/Custodian	 	 	11	 
	1.66
	 	Valuation Date	 	 	12	 
	1.67
	 	Vested	 	 	12	 
	1.68
	 	USERRA	 	 	12	 
	1.69
	 	Volume Submitter Plan	 	 	12	 
	ARTICLE II, ELIGIBILITY AND PARTICIPATION	 	 	 	 
	2.01
	 	Eligibility	 	 	13	 
	2.02
	 	Application of Service Conditions	 	 	13	 
	2.03
	 	Break in Service — Participation	 	 	14	 
	2.04
	 	Participation upon Re-employment	 	 	15	 
	2.05
	 	Change in Employment Status	 	 	15	 
	2.06
	 	Participation Opt-Out	 	 	15	 
	ARTICLE III, PLAN CONTRIBUTIONS AND FORFEITURES	 	 	 	 
	3.01
	 	Contribution Types	 	 	16	 
	3.02
	 	Elective Deferrals	 	 	16	 
	3.03
	 	Matching Contributions	 	 	18	 
	3.04
	 	Nonelective/Employer Contributions	 	 	20	 
	3.05
	 	Safe Harbor 401(k) Contributions	 	 	23	 
	3.06
	 	Allocation Conditions	 	 	28	 
	3.07
	 	Forfeiture Allocation	 	 	29	 
	3.08
	 	Rollover Contributions	 	 	31	 
	3.09
	 	Employee Contributions	 	 	31	 
	3.10
	 	Simple 401(k) Contributions	 	 	32	 
	3.11
	 	USERRA Contributions	 	 	33	 
	3.12
	 	Designated IRA Contributions	 	 	33	 
	3.13
	 	Deductible Employee Contributions (DECs)	 	 	35	 
	ARTICLE IV, LIMITATIONS AND TESTING	 	 	 	 
	4.01
	 	Annual Additions Limit — No Other Plans	 	 	36	 
	4.02
	 	Annual Additions Limit — Other 415 Aggregated Plans	 	 	37	 
	4.03
	 	Other Defined Contribution Plans Limitation	 	 	37	 
	4.04
	 	No Combined DCP/DBP Limitation	 	 	37	 
	4.05
	 	Definitions: Sections 4.01-4.04	 	 	37	 
	4.06
	 	Annual Testing Elections	 	 	38	 
	4.07
	 	Testing Based On Benefits	 	 	39	 
	4.08
	 	Amendment To Pass Testing	 	 	40	 
	4.09
	 	Application Of Compensation Limit	 	 	40	 
	4.10
	 	401(k) Testing	 	 	40	 
	ARTICLE V, VESTING	 	 	 	 
	5.01
	 	Normal/Early Retirement Age	 	 	49	 
	5.02
	 	Participant Death or Disability	 	 	49	 
	5.03
	 	Vesting Schedule	 	 	49	 
	5.04
	 	Cash-Out Distribution/Possible Restoration	 	 	50	 
	5.05
	 	Year of Service - Vesting	 	 	52	 
	5.06
	 	Break in Service and Forfeiture Break in Service - Vesting	 	 	52	 
	5.07
	 	Forfeiture Occurs	 	 	52	 
	5.08
	 	Amendment to Vesting Schedule	 	 	52	 
	ARTICLE VI, DISTRIBUTIONS	 	 	 	 
	6.01
	 	Timing of Distribution	 	 	54	 
	6.02
	 	Required Minimum Distributions	 	 	57	 
	6.03
	 	Post-Separation (Severance), Lifetime RMD and Beneficiary Distribution Methods	 	 	59	 
	6.04
	 	Annuity Distributions to Participants and to Surviving Spouses	 	 	61	 
	6.05
	 	QDRO Distributions	 	 	63	 
	6.06
	 	Defaulted Loan — Timing of Offset	 	 	63	 
	6.07
	 	Hardship Distribution	 	 	64	 
	6.08
	 	Direct Rollover of Eligible Rollover Distributions	 	 	65	 
	6.09
	 	Replacement of $5,000 Amount	 	 	66	 
	6.10
	 	TEFRA Elections	 	 	66	 
	ARTICLE VII, ADMINISTRATIVE PROVISIONS	 	 	 	 
	7.01
	 	Employer Administrative Provisions	 	 	67	 
	7.02
	 	Plan Administrator	 	 	67	 
	7.03
	 	Direction of Investment	 	 	68	 







© 2008 Bank of Oklahoma, N.A.




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	7.04
	 	Account Administration, Valuation and Expenses	 	 	69	 
	7.05
	 	Participant Administrative Provisions	 	 	72	 
	7.06
	 	Plan Loans	 	 	73	 
	7.07
	 	Lost Participants	 	 	74	 
	7.08
	 	Plan Correction	 	 	75	 
	7.09
	 	Prototype/Volume Submitter Plan Status	 	 	76	 
	7.10
	 	Plan Communications, Interpretation, and Construction	 	 	76	 
	ARTICLE VIII, TRUSTEE AND CUSTODIAN, POWERS AND DUTIES	 	 	 	 
	8.01
	 	Acceptance	 	 	77	 
	8.02
	 	Investment Powers and Duties	 	 	77	 
	8.03
	 	Named Fiduciary	 	 	80	 
	8.04
	 	Distribution of Cash or Property	 	 	80	 
	8.05
	 	Trustee/Custodian Fees and Expenses	 	 	80	 
	8.06
	 	Third Party Reliance	 	 	80	 
	8.07
	 	Appointment of Ancillary Trustee or Independent Fiduciary	 	 	81	 
	8.08
	 	Resignation and Removal	 	 	81	 
	8.09
	 	Investment In Group Trust Fund	 	 	82	 
	8.10
	 	Combining Trusts of Employer’s Plans	 	 	82	 
	8.11
	 	Amendment/Substitution of Trust	 	 	82	 
	ARTICLE IX, PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY	 	 	 	 
	9.01
	 	Insurance Benefit	 	 	83	 
	9.02
	 	Insurance Benefit	 	 	83	 
	9.03
	 	Disposition of Life Insurance Protection	 	 	83	 
	9.04
	 	Dividends	 	 	83	 
	9.05
	 	Limitations On Insurance Company Duties	 	 	83	 
	9.06
	 	Records/Information	 	 	84	 
	9.07
	 	Conflict With Plan	 	 	84	 
	9.08
	 	Appendix B Override	 	 	84	 
	9.09
	 	Definitions	 	 	84	 
	ARTICLE X, TOP-HEAVY PROVISIONS	 	 	 	 
	10.01
	 	Determination of Top-Heavy Status	 	 	85	 
	10.02
	 	Top-Heavy Minimum Allocation	 	 	85	 
	10.03
	 	Plan Which Will Satisfy Top-Heavy	 	 	85	 
	10.04
	 	Top-Heavy Vesting	 	 	86	 
	10.05
	 	Safe Harbor/Simple Plan Exemption	 	 	86	 
	10.06
	 	Definitions	 	 	86	 
	ARTICLE XI, EXCLUSIVE BENEFIT, AMENDMENT, AND TERMINATION	 	 	 	 
	11.01
	 	Exclusive Benefit	 	 	88	 
	11.02
	 	Amendment by Employer	 	 	88	 
	11.03
	 	Amendment by Prototype Sponsor/Volume Submitter Practitioner	 	 	89	 
	11.04
	 	Frozen Plan	 	 	89	 
	11.05
	 	Plan Termination	 	 	90	 
	11.06
	 	Merger/Direct Transfer	 	 	91	 
	ARTICLE XII, Multiple Employer Plan [Volume Submitter Only]	 	 	 	 
	12.01
	 	Election/Overriding Effect	 	 	92	 
	12.02
	 	Definitions	 	 	92	 
	12.03
	 	Participating Employer Elections	 	 	92	 
	12.04
	 	HCE Status	 	 	92	 
	12.05
	 	Testing	 	 	92	 
	12.06
	 	Top-Heavy	 	 	93	 
	12.07
	 	Compensation	 	 	93	 
	12.08
	 	Service	 	 	93	 
	12.09
	 	Required Minimum Distributions	 	 	93	 
	12.10
	 	Cooperation and Indemnification	 	 	93	 
	12.11
	 	PEO Transition Rules	 	 	93	 
	12.12
	 	Involuntary Termination	 	 	94	 
	12.13
	 	Voluntary Termination	 	 	95	 







© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan




BANK OF OKLAHOMA, N.A.

DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST

BASIC PLAN DOCUMENT #01



Bank of Oklahoma, N.A., in its capacity as Prototype Plan Sponsor or as Volume Submitter
Practitioner, establishes this Prototype Plan or this Volume Submitter Plan intended to conform to
and qualify under §401 and §501 of the Internal Revenue Code of 1986, as amended. An Employer
establishes a Plan and Trust under this Prototype Plan or this Volume Submitter Plan by executing
an Adoption Agreement.




ARTICLE I

DEFINITIONS




     1.01 Account. Account means the separate
Account(s) which the Plan Administrator or the
Trustee maintains under the Plan for a
Participant.



     1.02 Account Balance or Accrued Benefit.
Account Balance or Accrued Benefit means the
amount of a Participant’s Account(s) as of any
relevant date derived from Plan contributions
and from Earnings.



     1.03 Accounting Date. Accounting Date means
the last day of the Plan Year. The Plan
Administrator will allocate Employer
Contributions and forfeitures for a particular
Plan Year as of the Accounting Date of that Plan
Year, and on such other dates, if any, as the
Plan Administrator determines, consistent with
the Plan’s allocation conditions and other
provisions.



     1.04 Adoption Agreement. Adoption Agreement
means the document executed by each Employer
adopting this Plan. References to Adoption
Agreement within this basic plan document are to
the Adoption Agreement as completed and executed
by a particular Employer unless the context
clearly indicates otherwise. An adopting
Employer’s Adoption Agreement and this basic plan
document together constitute a single Plan and
Trust of the Employer. Each elective provision of
the Adoption Agreement corresponds (by its
parenthetical section reference) to the section
of the Plan which grants the election. All
“Section” references within an Adoption Agreement
are to the basic plan document. All “Election”
references within an Adoption Agreement are
Adoption
Agreement references. The Employer or Plan
Administrator to facilitate Plan administration
or to generate written policies or forms for use
with the Plan may maintain one or more
administrative checklists as an attachment to the
Adoption Agreement or otherwise. Any such
checklists are not part of the Plan.


(A) Prototype/Standardized Plan or
Nonstandardized Plan. Each Adoption Agreement
offered under this Prototype Plan is either a
Nonstandardized Plan or a Standardized Plan, as
identified in that Adoption Agreement, under Rev.
Proc 2005-16 §§4.10 and 4.11. The provisions of
this Plan apply in the same manner to
Nonstandardized Plans and to Standardized Plans
unless otherwise specified. If the Employer
maintains its Plan pursuant to a Nonstandardized
Adoption Agreement or a Standardized Adoption
Agreement, the Plan is a Prototype Plan and all
provisions in this basic plan which expressly or
by their context refer to a “Volume Submitter
Plan” are not applicable.



(B) Volume Submitter Adoption Agreement. A Volume
Submitter Adoption Agreement for purposes of this
Volume Submitter Plan is subject to the same
provisions as apply to a Nonstandardized Plan,
except as the Plan or Volume Submitter Adoption
Agreement otherwise indicates. If the Employer
maintains its Plan pursuant to a Volume
Submitter Adoption Agreement, the Plan is a
Volume Submitter Plan and all provisions in this
basic plan which expressly or by their context
refer to a “Prototype Plan” are not applicable.



(C) Participation Agreement. Participation
Agreement, in the case of a Prototype Plan means
the Adoption Agreement page or pages executed by
one or more Related Employers to become a
Participating Employer. In the case of a Volume
Submitter Plan, Participation Agreement means the
Adoption Agreement page or pages executed by one
or more Related Employers or, in the case of a
Multiple Employer Plan, by one or more Employers
which are not Related Employers (see Section
12.02(C)) to become a Participating Employer.




     1.05 Advisory Letter. Advisory Letter means
an IRS issued letter as to the acceptability in
form of a Volume Submitter Plan as defined in
Section 13.03 of Rev. Proc. 2005-16.



     1.06 Annuity Contract. Annuity Contract
means an annuity contract that the Trustee
purchases with the Participant’s Vested Account
Balance. An Annuity Contract includes a QJSA, a
QPSA and an Alternative Annuity. If the Plan
Administrator elects or is required to provide an
Annuity Contract, such annuity must be a
Nontransferable Annuity and otherwise must comply
with the Plan terms.


(A) Annuity Starting Date. A Participant’s
Annuity Starting Date means the first day of
the first period for which the Plan pays an
amount as an annuity or in any other form.



(B) Alternative Annuity. See Section 6.03(A)(5).



(C) Nontransferable Annuity. Nontransferable
Annuity means an Annuity Contract which by its
terms provides that it may not be sold, assigned,
discounted, pledged as collateral for a loan or
security for the performance of an obligation or
for any purpose to any person other than the
insurance company. If the Plan distributes an
Annuity Contract, the Annuity Contract must be a
Nontransferable Annuity.



(D) QJSA. See Sections 6.04(A)(1) and (2).



(E) QPSA. See Section 6.04(B)(1).




     1.07 Appendix. Appendix means one of the
Appendices to an Adoption Agreement designated
as “A”, “B”, “C”, or “D” which are expressly
authorized by the Plan and as part of the
Plan, are covered by the Advisory Letter or
Opinion Letter.



     1.08 Applicable Law. Applicable Law means
the Code, ERISA, USERRA, Treasury, IRS and DOL



© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan



regulations, rulings, notices, and other written guidance, case law and any other applicable
federal, state or local law affecting the Plan and which is binding upon the Plan or upon which the
Employer, the Plan Administrator, the Trustee and other Plan fiduciaries may rely in the operation,
administration and management of the Plan and Trust. If Applicable Law supersedes or modifies any
authority the Plan specifically references, the reference includes such Applicable Law.




     1.09 Beneficiary. Beneficiary means a person
designated by a Participant, a Beneficiary or by
the Plan who is or may become entitled to a
benefit under the Plan. A Beneficiary who becomes
entitled to a benefit under the Plan remains a
Beneficiary under the Plan until the Trustee has
fully distributed to the Beneficiary his/her Plan
benefit. A Beneficiary’s right to (and the Plan
Administrator’s or a Trustee’s duty to provide to
the Beneficiary) information or data concerning
the Plan does not arise until the Beneficiary
first becomes entitled to receive a benefit under
the Plan.



     1.10 Code. Code means the Internal Revenue
Code of 1986, as amended and includes applicable
Treasury regulations.



     1.11 Compensation.


(A) Uses and Context. Any reference in the Plan
to Compensation is a reference to the definition
in this Section 1.11, unless the Plan reference,
or the Employer in its Adoption Agreement,
modifies this definition. Except as the Plan
otherwise specifically provides, the Plan
Administrator will take into account only
Compensation actually paid during (or as
permitted under the Code, paid for) the relevant
period. A
Compensation payment includes Compensation paid
by the Employer through another person under the
common paymaster provisions in Code §§3121 and
3306. In the case of a Self-Employed Individual,
Compensation means Earned Income as defined in
Section 1.11(J). However, if the Plan must use an
equivalent alternative compensation amount
(pursuant to Treas. Reg.
§1.414(s)-1(g)(1)(i) or other Applicable Law) in
performing nondiscrimination testing relating to
Matching Contributions, Nonelective
Contributions and other Employer Contributions
(excluding Elective Deferrals), the Compensation
of such Self-Employed Individual will be limited
to such equivalent alternative compensation
amount.



(B) Base Definitions and Modifications. The
Employer in its Adoption Agreement must elect
one of the following base definitions of
Compensation: W-2
Wages, Code §3401(a) Wages, or 415 Compensation.
The Employer may elect a different base
definition as to different Contribution Types.
The Employer in its Adoption Agreement may
specify any modifications thereto, for purposes
of contribution allocations under Article III.
If the Employer fails to elect one of the
above-referenced definitions, the Employer is
deemed to have elected the W-2 Wages definition.




     (1) W-2 Wages. W-2 Wages means wages for
federal income tax withholding purposes, as
defined under Code §3401(a), plus all other
payments to an Employee in the course of the
Employer’s trade or business, for which the
Employer must furnish the Employee a written
statement under Code §§6041, 6051, and 6052, but
determined without regard to any rules that
limit the remuneration included in wages based on the nature
or location of the employment or services performed (such as the exception for agricultural labor
in Code §3401(a)(2)). The Employer in Appendix B may elect to exclude from W-2 Compensation certain
Employer paid or reimbursed moving expenses as described therein.



     (2) Code §3401(a) Wages (income tax wage
withholding). Code §3401(a) Wages means 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 the location of the
employment or the services performed (such as
the exception for agricultural labor in Code
§3401(a)(2)).



     (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)).
Code §415 Compensation means
the
Employee’s wages, salaries, fees for professional
service and other amounts received (without
regard to whether or not an amount is paid in
cash) for personal services actually rendered in
the course of employment with the Employer
maintaining the Plan to the extent that the
amounts are includible in gross income
(including, but not limited to, commissions paid
salespersons, compensation for services on the
basis of a percentage of profits, commissions on
insurance premiums, tips, bonuses, fringe
benefits and reimbursements or other expense
allowances under a nonaccountable plan as
described in Treas. Reg. §1.62-2(c)).


Code §415 Compensation does not include:




          (a) Deferred compensation/SEP/SIMPLE.
Employer contributions (other than Elective
Deferrals) to a plan of deferred compensation
(including a simplified employee pension plan
under Code §408(k) or to a simple retirement
account under Code §408(p)) to the extent the
contributions are not included in the gross
income of the Employee for the Taxable Year in
which contributed, and any distributions from a
plan of deferred compensation (whether or not
qualified), regardless of whether such amounts
are includible in the gross income of the
Employee when distributed.




          (b) Option exercise. Amounts realized from
the exercise of a non-qualified stock option (an
option other than a statutory option under
Treas. Reg. §1.421-1(b)), or when restricted
stock or other property held by an Employee
either becomes freely transferable or is no
longer subject to a substantial risk of
forfeiture under
Code §83.




          (c) Sale of option stock. Amounts realized
from the sale, exchange or other disposition of
stock acquired under a statutory stock option as
defined under Treas. Reg. §1.421-1(b).




          (d) Other amounts that receive special tax
benefits. Other amounts that receive special tax
benefits, such as premiums for group term life
insurance (but only to the extent that the
premiums are not includible in the gross income
of the Employee and are not salary reduction
amounts under Code §125).




© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan




          (e) Other similar items. Other items of
remuneration which are similar to any of the
items in Sections 1.11(B)(3)(a) through (d).




     (4) Alternative (general) 415 Compensation.
The Employer in Appendix B may elect to apply the
415 definition of Compensation in Treas. Reg.
§1.415-2(d)(1) and Prop. Treas. Reg.
§1.415(c)-2(a). Under this definition,
Compensation means as defined in Section
1.11(B)(3) but with the addition of: (a) amounts
described in Code §§104(a)(3), 105(a), or 105(h)
but only to the extent that these amounts are
includible in Employee’s gross income; (b)
amounts paid or reimbursed by the Employer for
moving expenses incurred by the Employee, but
only to the extent that at the time of payment it
is reasonable to believe these amounts are not
deductible by the Employee under Code §217; (c)
the value of a nonstatutory option (an option
other than a statutory option under Treas. Reg.
§1.421-1(b)) granted by the Employer to the an
Employee, but only to the extent that the value
of the option is includible in the Employee’s
gross income for the Taxable Year of the grant;
and (d) the amount includible in the Employee’s
gross income upon the Employee’s making of an
election under Code §83(b). The Employer in
Appendix B also must elect whether to include as
Compensation amounts received from a nonqualified
unfunded deferred compensation plan in the
Taxable Year received but only to extent
includible in gross income.


(C) Deemed 125 Compensation. Deemed 125
Compensation means, in the case of any
definition of Compensation which includes a
reference to Code §125, amounts under a Code
§125 plan of the Employer that are not available
to a Participant in cash in lieu of group health
coverage, because the Participant is unable to
certify that he/she has other health coverage.
Compensation under this Section 1.11 does not
include Deemed 125 Compensation, unless the
Employer in Appendix B elects to include Deemed
125 Compensation under this Section 1.11.



(D) Elective Deferrals. Compensation under
Section 1.11 includes Elective Deferrals unless
the Employer in its Adoption Agreement elects
to exclude Elective Deferrals.



(E) Compensation Dollar Limitation. For any Plan
Year,
the Plan Administrator in allocating
contributions under Article III or in testing the
Plan for nondiscrimination, cannot take into
account more than $200,000 (or such larger or
smaller amount as the Commissioner of Internal
Revenue may prescribe pursuant to an adjustment
made in the same manner as under Code §415(d)) of
any Participant’s Compensation. Notwithstanding
the foregoing, an Employee under a 401(k) Plan
may make Elective Deferrals with respect to
Compensation which exceeds the Plan Year
Compensation limitation, provided such Elective
Deferrals otherwise satisfy the Elective Deferral
Limit and other applicable Plan limitations. In
applying any Plan limitation on the amount of
Matching Contributions or any Plan limit on
Elective Deferrals which are subject to Matching
Contributions, where such limits are expressed as
a percentage of Compensation, the Plan
Administrator may apply the Compensation limit
under this Section 1.11(E) annually, even if the
Matching Contribution formula is applied on a per
pay period basis or is applied over any other
time interval which is less than the full
Plan Year or the Plan Administrator may pro
rate the Compensation limit.



(F) Nondiscrimination. For purposes of
determining whether the Plan discriminates in
favor of HCEs, Compensation means as the Plan
Administrator operationally determines provided
that any such nondiscrimination testing
definition which the Plan Administrator applies
must satisfy Code §414(s) and the regulations
thereunder. For this purpose the Plan
Administrator may, but is not required, to apply
for nondiscrimination testing purposes the
Plan’s allocation definition of Compensation
under this Section 1.11 or Annual Additions
Limit definition of Compensation under Section
4.05(C). The Employer’s election in its Adoption
Agreement relating to Pre-Entry Compensation (to
limit Compensation to Participating Compensation
or to include Plan Year Compensation) is
nondiscriminatory.



(G) Excluded Compensation. Excluded Compensation
means such Compensation as the Employer in its
Adoption Agreement elects to exclude for purposes
of this Section 1.11.



(H) Pre-Entry Compensation. The Employer in its
Adoption Agreement for allocation purposes must
elect Participating Compensation or Plan Year
Compensation as to some or all Contribution
Types.




     (1) Participating Compensation.
Participating Compensation for purposes of this
Section 1.11 means Compensation only for the
period during the Plan Year in which the
Participant is a Participant in the overall Plan,
or under the plan resulting from disaggregation
under the OEE or EP rules under Section
4.06(C)(1), or as to a Contribution Type as
applicable. If the Employer in its Adoption
Agreement elects Participating Compensation, the
Employer will elect whether to apply the election
to all Contribution Types or only to particular
Contribution Type(s).



     (2) Plan Year Compensation. Plan Year
Compensation for purposes of this Section 1.11
means Compensation for a Plan Year, including
Compensation for any period prior to the
Participant’s Entry Date in the overall Plan or
as to a Contribution Type as applicable. If the
Employer in its Adoption Agreement elects Plan
Year Compensation, the Employer will elect
whether to apply the election to all Contribution
Types or only to particular Contribution Type(s).


(I) Post-Severance Compensation. The Plan
excludes Post-Severance Compensation unless the
Employer in Appendix B elects to include
Post—Severance Compensation as described in
this Section 1.11(I). If the Employer elects to
include Post-Severance Compensation, the
Employer in Appendix B will specify the
Effective Date thereof which for purposes of 415
testing (or other testing requiring use of 415
Compensation) cannot be earlier than January 1,
2005.




     (1) Post-Severance Compensation under
Proposed 415 Regulations.



          (a) Payment timing. Post—Severance
Compensation includes certain payments described
below made after Severance from Employment, and
within 2 1/2 months following Severance from
Employment (whether paid in the same Plan or
Limitation Year or paid in the Plan or Limitation
Year following the




© 2008 Bank of Oklahoma, N.A.





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Defined Contribution Prototype Plan



Severance from Employment). The Employer in
Appendix B also may elect (for allocation
purposes only) to include amounts which would be
Post-Severance Compensation but for being paid
after the time limit described herein (except as
to Elective Deferrals) or may elect to limit
Post-Severance Compensation to any lesser period
of time.




          (b) Limitation as to type. Post-Severance
Compensation means: (i) Payments that, absent a
Severance from Employment, would have been paid
to the Employee while the Employee continued in
employment with the Employer and which consist of
regular compensation for services during the
Employee’s regular working hours or for services
outside the Employee’s regular working hours
(such as overtime or shift differential),
commissions, bonuses and other similar
compensation; and (ii) payments for bona fide
sick, vacation or other leave, but only if the
Employee would have been able to use the leave if
employment had continued. The Employer in
Appendix B may elect (for allocation purposes
only) to exclude certain of the above amounts
which would be Post-Severance Compensation.




          (c) Exclusions. Post-Severance
Compensation under Section 1.11(I)(1) does not
include any payment not described in Section
1.11(I)(1)(b) even if paid within the time
period described in Section 1.11(I)(1)(a),
including severance pay, unfunded non-qualified
deferred compensation or parachute payments
under Code §280G(b)(2).




     (2) Qualified Military Service.
Post-Severance Compensation includes (without
regard to the timing requirement of Section
1.11(I)(1)(a), including for Elective Deferrals)
amounts paid to individuals not currently
performing Service for the Employer by reason of
Qualified Military Service, to the extent that
those payments do not exceed what the Employer
would have paid to the Employee had the Employee
not entered Qualified Military Service. The
Employer in Appendix B may elect (for allocation
purposes only) to exclude the above amounts from
Post-Severance Compensation.


(J) Earned Income. Earned Income means net
earnings from self-employment in the trade or
business with respect to which the Employer has
established the Plan, provided personal services
of the Self-Employed Individual are a material
income-producing factor. Earned Income also
includes gains and earnings (other than capital
gain) from the sale or licensing of property
(other than goodwill) by the individual who
created that property, even if those gains would
not ordinarily be considered net earnings from
self-employment. The Plan Administrator will
determine net earnings without regard to items
excluded from gross income and the deductions
allocable to those items. The Plan Administrator
will determine net earnings after the deduction
allowed to the Self-Employed Individual for all
contributions made by the Employer to a qualified
plan and after the deduction allowed to the
Self-Employed Individual under Code §164(f) for
self-employment taxes.



(K) Deemed Disability Compensation. The Plan does
not include Deemed Disability Compensation under
Code
§415(c)(3)(C) unless the Employer in Appendix B
elects to include Deemed Disability Compensation
under this Section 1.11(K). Deemed Disability
Compensation is the Compensation the Participant
would have received for the year if the
Participant were paid at the same rate as
applied immediately prior to Disability if such
deemed compensation is greater than actual
Compensation as determined without regard to this
Section 1.11(K). This Section 1.11(K) applies
only if the affected Participant is an NHCE
immediately prior to becoming disabled (or the
Appendix B election provides for the continuation
of contributions on behalf of all such disabled
participants for a fixed or determinable period)
and all contributions made with respect to
Compensation under this Section 1.11(K) are
immediately Vested.




     1.12 Contribution Types. Contribution Types
means the contribution types required or
permitted under the Plan as the Employer elects
in its Adoption Agreement.



     1.13 Defined Contribution Plan. Defined
Contribution Plan means a retirement plan which
provides for an individual account for each
Participant and for benefits based solely on
the amount contributed to the Participant’s
Account, and on any Earnings, expenses, and
forfeitures which the Plan Administrator may
allocate to such Participant’s Account.



     1.14 Defined Benefit Plan. Defined Benefit
Plan means a retirement plan which does not
provide for individual accounts for Employer
contributions and which provides for payment of
determinable benefits in accordance with the
plan’s formula.



     1.15 Disability. Disability means, as the
Employer elects in its Adoption Agreement, the
basic plan definition or an alternative
definition. A Participant who incurs a Disability
is “disabled.”


(A) Basic Plan Definition. Disability means the
inability to engage in any substantial gainful
activity by reason of any 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 twelve months. The
permanence and degree of such impairment must be
supported by medical evidence.



(B) Alternative Definition. The Employer in
its Adoption Agreement may specify any
alternative definition of Disability which
is not inconsistent with Applicable Law.



(C) Administration. For purposes of this Plan, a
Participant is disabled on the date the Plan
Administrator determines the Participant
satisfies the definition of Disability. The Plan
Administrator may require a Participant to submit
to a physical examination in order to confirm the
Participant’s Disability. The Plan Administrator
will apply the provisions of this Section 1.15 in
a nondiscriminatory, consistent, and uniform
manner.




     1.16 Designated IRA Contribution.
Designated IRA Contribution means a
Participant’s IRA contribution to the Plan made
in accordance with the Adoption Agreement.



     1.17 DOL. DOL means the U.S. Department
of Labor.



     1.18 Earnings. Earnings means the net
income, gain or loss earned by a particular
Account, by the Trust,



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Defined Contribution Prototype Plan



or with respect to a contribution or to a distribution, as the context requires.




     1.19 Effective Date. The Effective Date of
this Plan is the date the Employer elects in its
Adoption Agreement, but not earlier that January
1, 2002. However, as to a particular provision
or action taken by any party pursuant to the
Plan (such as a Plan amendment or termination,
or the giving of any notice), a different
Effective Date may apply such as the basic plan
document may provide, as the Employer may elect
in its Adoption Agreement, in a Participation
Agreement or in an Appendix, or as indicated in
any other document which evidences the action
taken.



     1.20 Elective Deferrals. Elective Deferrals
means a Participant’s Pre-Tax Deferrals, Roth
Deferrals, Automatic Deferrals and, as the
context requires, CatchUp Deferrals under the
Plan, and which the Employer contributes to the
Plan at the Participant’s election (or
automatically) in lieu of cash compensation. As
to other plans, elective deferrals means amounts
excludible from the Employee’s gross income under
Code §§125, 132(f)(4), 402(e)(3), 402(h)(1)(B),
403(b), 408(p) or 457(b), and includes amounts
included in the Employee’s gross income under
Code §402A, and contributed by the Employer, at
the Employee’s election, to a cafeteria plan, a
qualified transportation fringe benefit plan, a
401(k) plan, a SARSEP, a tax-sheltered annuity, a
SIMPLE plan or a Code §457(b) plan.


(A) Pre-Tax Deferral. Pre-Tax Deferral means
an Elective Deferral (including a Catch-Up
Deferral or an Automatic Deferral) which is
not subject to income tax when made.



(B) Roth Deferral. Roth Deferral means an
Elective Deferral (including a Catch-Up Deferral
or an Automatic Deferral) which a Participant
irrevocably designates as a Roth Deferral under
Code §402A at the time of deferral and which is
subject to income tax when made to the Plan. In
the case of an Automatic Deferral, see Section
3.02(B)(7).



(C) Automatic Deferral. See Section 3.02(B)(1).



(D) Catch-Up Deferral. See Section 3.02(D)(2).




     1.21 Employee. Employee means any common
law employee, Self-Employed Individual, Leased
Employee or other person the Code treats as an
employee of the Employer for purposes of the
Employer’s qualified plan. An Employee is either
an Eligible Employee or an Excluded Employee. An
Employee is either an HCE or an NHCE.


(A) Self-Employed Individual. Self-Employed
Individual means an individual who has Earned
Income (or who would have had Earned Income but
for the fact that the trade or business did not
have net profits) for the Taxable
Year from the trade or business for which the
Plan is established.



(B) Leased Employee. Leased Employee means an
individual (who otherwise is not an Employee of
the Employer) who, pursuant to an agreement
between the Employer and any other person (the
“leasing organization), has performed services
for the Employer (or for the Employer and any
persons related to the Employer within the
meaning of Code §144(a)(3)) on a substantially
full-time basis for at least one year and who
performs such services under primary direction
or control of the Employer within the meaning
of Code §414(n)(2). Except as described in
Section 1.21(B)(1), a Leased Employee is an
Employee for purposes of the Plan. However,
under a Nonstandardized Plan or under a Volume
Submitter Plan, a Leased Employee is an
Excluded Employee unless the Employer in
Appendix B elects not to treat Leased Employees
as Excluded Employees as to any or all
Contribution Types.
“Compensation” in the case of an out-sourced
worker who is an Employee or a Leased
Employee includes Compensation from the
leasing organization which is attributable to
services performed for the Employer.




     (1) Safe Harbor Plan Exception. A Leased
Employee is not an Employee for Plan purposes if
the leasing organization covers the employee in a
safe harbor plan and, prior to application of
this safe harbor plan exception, 20% or fewer of
the NHCEs, excluding those NHCEs who do not
satisfy the “substantially full-time” standard of
Code §414(n)(2)(B), are Leased Employees. A safe
harbor plan is a Money Purchase Pension Plan
providing immediate participation, full and
immediate vesting, and a nonintegrated
contribution formula equal to at least 10% of the
employee’s compensation, without regard to
employment by the leasing organization on a
specified date. The safe harbor plan must
determine the 10% contribution on the basis of
compensation as defined in Code §415(c)(3)
including Elective Deferrals.



     (2) Other Requirements. The Plan
Administrator must apply this Section 1.21 in a
manner consistent with Code §§414(n) and 414(o)
and the regulations issued under those Code
sections. The Plan Administrator for 415 testing
under Article IV, for satisfaction of the
Top-Heavy Minimum Allocation under Article X and
otherwise as required under Applicable Law will
treat contributions or benefits provided to a
Leased Employee under a plan of the leasing
organization, and which are attributable to
services performed by the Leased Employee for
the Employer, as provided by the Employer.
However, the Employer will not offset (reduce)
contributions to this Plan by such contributions
or benefits provided to the Leased Employee
under the leasing organization’s plan unless the
Employer in Appendix B elects to do so.


(C) Eligible Employee. Eligible Employee means
an Employee other than an Excluded Employee.



(D) Excluded Employee. Excluded Employee means,
as the Plan provides or as the Employer elects in
its Adoption Agreement, any Employee, or class or
group of Employees, not eligible to participate
in the Plan, or as to any Contribution Type, as
the context requires.




     (1) Collective Bargaining Employees. If
the Employer elects in its Adoption Agreement
to exclude
Collective Bargaining Employees from
eligibility to participate, the exclusion
applies to any Employee included in a unit of
Employees covered by an agreement which the
Secretary of Labor finds to be a collective
bargaining agreement between employee
representatives and one or more employers if:
(a) retirement benefits were the subject of
good faith bargaining; and (b) two percent or
fewer of the employees covered by the agreement
are “professional employees” as defined in
Treas. Reg. §1.410(b)-9, unless the collective
bargaining agreement requires the



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Defined Contribution Prototype Plan



Employee to be included within the Plan. The
term “employee representatives” does not
include any organization more than half the
members of which are owners, officers, or
executives of the Employer.




     (2) Nonresident Aliens. If the Employer
elects in its Adoption Agreement to exclude
Nonresident Aliens from eligibility to
participate, the exclusion applies to any
Nonresident Alien Employee who does not receive
any earned income, as defined in Code
§911(d)(2), from the Employer which constitutes
United States source income, as defined in Code
§861(a)(3).



     (3) Reclassified Employees. A Reclassified
Employee under a Nonstandardized Plan or a Volume
Submitter Plan is an Excluded Employee unless the
Employer in Appendix B elects: (a) to include all
Reclassified Employees as Eligible Employees; (b)
to include one or more categories of Reclassified
Employees as Eligible Employees; or (c) to
include Reclassified Employees (or one or more
groups of Reclassified Employees) as Eligible
Employees as to one or more Contribution Types. A
Reclassified Employee is any person the Employer
does not treat as a common law employee or as a
self-employed individual (including, but not
limited to, independent contractors, persons the
Employer pays outside of its payroll system and
out-sourced workers) for federal income tax
withholding purposes under Code §3401(a),
irrespective of whether there is a binding
determination that the individual is an Employee
or a Leased Employee of the Employer.
Self-Employed Individuals are not Reclassified
Employees.



     (4) Part-Time/Temporary/Seasonal Employees.
The Employer in its Adoption Agreement may elect
to exclude any Employees who it defines in the
Adoption Agreement as “part-time,” “temporary” or
“seasonal” based on their regularly scheduled
Service being less than a specified number of
Hours of Service during a relevant Eligibility
Computation Period. Notwithstanding any such
exclusion, if the Part-Time, Temporary or
Seasonal Excluded Employee actually completes at
least 1,000 Hours of Service in the relevant
Eligibility Computation Period, the affected
Excluded Employee is no longer an Excluded
Employee and will enter the Plan on the next
Entry Date following completion of the
Eligibility Computation Period in which he/she
completed 1,000 Hours of Service, provided the
Employee is employed by the Employer on
that Entry Date.


(E) HCE. HCE means a highly compensated Employee,
defined under Code §414(q) as an Employee who
satisfies one of Sections 1.21(E)(1) or (2)
below.




     (1) More than 5% owner. During the Plan Year
or during the preceding Plan Year, the Employee
is a more than 5% owner of the Employer (applying
the constructive ownership rules of Code §318 as
modified by Code §416(i)(1)(B)(iii)(I), and
applying the principles of Code §318 as modified
by Code §416(i)(1)(B)(iii)(I), for an
unincorporated entity).



     (2) Compensation Threshold. During the
preceding Plan Year (or in the case of a short
Plan Year, the immediately preceding 12 month
period) the Employee had Compensation in excess
of $80,000 (as adjusted for the relevant year by
the Commissioner of Internal Revenue 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) and, if the Employer under its Adoption
Agreement makes the top-paid group election, was
part of the top-paid 20% group of Employees
(based on Compensation for the preceding Plan
Year).



     (3) Compensation Definition. For purposes
of this Section 1.21(E), “Compensation” means
Compensation as defined in Section 4.05(C).



     (4) Top-paid Group and Calendar Year Data.
The Plan Administrator must make the
determination of who is an HCE, including the
determinations of the number and identity of the
top-paid 20% group, consistent with Code §414(q)
and regulations issued under that Code section.
The Employer in its Adoption Agreement may make a
calendar year data election to determine the HCEs
for the Plan Year, as prescribed by Treasury
regulations or by other guidance published in the
Internal Revenue Bulletin. A calendar year data
election must apply to all plans of the Employer
which reference the HCE definition in Code
§414(q). For purposes of this Section 1.21(E), if
the current Plan Year is the first year of the
Plan, then the term “preceding Plan Year” means
the 12-consecutive month period immediately
preceding the current Plan Year.



     (5) Highly compensated former employee. The
determination of highly compensated former
employee status and the rules applicable thereto
are determined in accordance with Temporary Reg.
§1.414(q)-1T, A-4 and Notice 97-45.


(F) NHCE. NHCE means a nonhighly compensated
employee, which is any Employee who is not an
HCE.




     1.22 Employee Contribution and DECs.
Employee Contribution means a Participant’s
after-tax contribution to the Trust and which the
Participant designates as an Employee
Contribution at the time of contribution. An
Elective Deferral (Pre-Tax or Roth) is not an
Employee Contribution. A deductible employee
contribution (DEC) means certain pre-1987
contributions described in Section 3.13.



     1.23 Employer. Employer means each
Signatory Employer, Lead Employer, Related
Employer, and
Participating Employer as the Plan indicates
or as the context requires.


(A) Signatory Employer. The Signatory Employer is
the Employer who establishes a Plan under this
Prototype Plan or under this Volume Submitter
Plan by executing an Adoption Agreement. The
Employer for purposes of acting as Plan
Administrator, making Plan amendments, restating
the Plan, terminating the Plan or performing
other ERISA settlor functions, means the
Signatory Employer and does not include any
Related Employer or Participating Employer. The
Signatory Employer also may terminate the
participation in the Plan of any Participating
Employer upon written notice. The Signatory
Employer will provide such notice not less than
30 days prior to the date of termination unless
the Signatory Employer determines that the
interest of Plan Participants requires earlier
termination. See Article XII if the Plan is a
Volume Submitter Plan and is a Multiple Employer
Plan.



(B) Lead Employer. Lead Employer means the
Signatory Employer under a Volume Submitter Plan
which is a Multiple Employer Plan. See Section
12.02(B).




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Defined Contribution Prototype Plan



(C) Related Group/Related Employer. A Related
Group is a controlled group of corporations (as
defined in Code §414(b)), trades or businesses
(whether or not incorporated) which are under
common control (as defined in Code §414(c)), an
affiliated service group (as defined in Code
§414(m)) or an arrangement otherwise described in
Code §414(o). Each Employer/member of the Related
Group is a Related Employer. The term “Employer”
includes every Related Employer for purposes of
crediting Service and Hours of Service,
determining Years of Service and Breaks in
Service under Articles II and V, determining
Separation from Service, applying the coverage
test under Code Section 410(b), applying the
Annual Additions Limit and nondiscrimination
testing in Article IV, applying the top-heavy
rules and the minimum allocation requirements of
Article X, applying the definitions of Employee,
HCE, Compensation (except as the Employer may
elect in its Adoption Agreement relating to
allocations) and Leased Employee, applying the
safe harbor 401(k) provisions of Article III,
applying the SIMPLE 401(k) provisions of Article
III and for any other purpose the Code or the
Plan require.



(D) Participating Employer. Participating
Employer means a Related Employer (to the
Signatory Employer or another Related Employer)
which signs the Execution Page of the Adoption
Agreement or a Participation Agreement to the
Adoption Agreement. Only a Participating Employer
(or Employees thereof) may contribute to the
Plan. A Participating Employer is an Employer for
all purposes of the Plan except as provided in
Sections 1.23(A) or (B).




     (1) Standardized/Nonstandardized Plan. If
the Employer’s Plan is a Standardized Plan, all
Employees of the Employer or of any Related
Employer, are Eligible
Employees, irrespective of whether the Related
Employer directly employing the Employee is a
Participating Employer. Notwithstanding the
immediately preceding sentence, individuals who
become Employees of a Related Employer as a
result of a transaction described in Code
§410(b)(6)(C) are Excluded Employees during the
Plan Year in which such transaction occurs nor in
the following Plan Year, unless: (a) the Related
Employer which employs such Employees becomes
during such period a Participating Employer by
executing a Participation Agreement to the
Adoption Agreement; or (b) as described under
Applicable Law, the Plan benefits or coverage
change significantly during the transition period
resulting in the termination of the transition
period. If the Plan is a Nonstandardized Plan,
the Employees of a Related Employer are Excluded
Employees unless the Related Employer is a
Participating Employer.



     (2) Volume Submitter/Multiple Employer Plan.
If Article XII applies, a Participating Employer
includes an unrelated Employer who executes a
Participation Agreement. See Section 12.02(C).



     1.24 Employer Contribution. Employer
Contribution means a Nonelective Contribution, a
Matching Contribution, an Elective Deferral, a
Prevailing Wage Contribution, a Money Purchase
Pension Contribution or a Target Benefit
Contribution, as the context may require.



     1.25 Entry Date. Entry Date means the
date(s) the Employer elects in its Adoption
Agreement upon which an Eligible Employee who
has satisfied the Plan’s eligibility conditions
and who remains employed by the
Employer on the Entry Date, commences
participation in the Plan or in a part of the
Plan.



     1.26 EPCRS. EPCRS means the IRS’s Employee
Plans Compliance Resolution System for
resolving plan defects, or any successor
program.



     1.27 ERISA. ERISA means the Employee
Retirement Income Security Act of 1974, as
amended, and includes applicable DOL
regulations.



     1.28 Final 401(k) Regulations Effective
Date. Final 401(k) Regulations Effective Date
means the Plan Year beginning in 2006 (or such
earlier Plan Year ending after December 29, 2004
as the Plan Administrator operationally applied
and as the Employer elects in Appendix B). A
reference to the Final 401(k) Regulations
Effective Date also includes the final 401(m)
regulations as the context requires.



     1.29 401(k) Plan. 401(k) Plan means the
401(k) Plan the Employer establishes under a
401(k) Plan Adoption Agreement. The Plan as the
Employer elects under its 401(k) Adoption
Agreement may be a Traditional 401(k) Plan, a
Safe Harbor 401(k) Plan or a SIMPLE 401(k) Plan.
A 401(k) Plan is also a Profit Sharing Plan for
purposes of applying the Plan terms, except as
to Elective Deferrals, Matching Contributions or
otherwise where the Plan specifies provisions
which apply either to such Contributions Types
or to the overall Plan on account of its status
as a 401(k) Plan.


(A) Traditional 401(k) Plan. A Traditional 401(k)
Plan is a 401(k) Plan under which Elective
Deferrals are subject
to nondiscrimination testing under the ADP test
and any Matching Contributions and Employee
Contributions also are subject to
nondiscrimination testing under the ACP test.



(B) Safe Harbor 401(k) Plan. A Safe Harbor
401(k) Plan is a 401(k) Plan under which
Elective Deferrals are not subject to
nondiscrimination testing under the ADP test
because the Plan satisfies the ADP test safe
harbor. Any Matching Contributions are subject
to the ACP test unless the Plan also satisfies
the ACP test safe harbor. Any Employee
Contributions are subject to the ACP test.



(C) SIMPLE 401(k) Plan. A SIMPLE 401(k) Plan is
a 401(k) Plan which satisfies the contribution
and other requirements in Section 3.10 and which
is not subject to nondiscrimination testing or
certain other requirements as provided in
Section 3.10.




     1.30 401(m) Plan. 401(m) Plan means the
401(m) plan, if any, the Employer establishes
under its Adoption Agreement. The definitions
under Sections 1.29(A), (B), and (C) also apply
as to a 401(m) Plan.



     1.31 Hour of Service. Hour of Service means:



               (i) Paid and duties. Each Hour of Service
for which the Employer, either directly or
indirectly, pays an Employee, or for which the
Employee is entitled to payment, for the
performance of duties. The Plan Administrator
credits Hours of Service under this Paragraph (i)
to the Employee for the computation period in
which the Employee performs the duties,
irrespective of when paid;



               (ii) Back pay. Each Hour of Service for
back pay, irrespective of mitigation of damages,
to which the Employer has agreed or for which
the Employee has



©  2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan



received an award. The Plan Administrator credits Hours of
Service under this Paragraph (ii) to the Employee for the computation period(s) to which the award
or the agreement pertains rather than for the computation period in which the award, agreement or
payment is made; and




               (iii) Payment but no duties. Each Hour of
Service for which the Employer, either directly
or indirectly, pays an Employee, or for which the
Employee is entitled to payment (irrespective of
whether the employment relationship is
terminated), for reasons other than for the
performance of duties during a computation
period, such as leave of absence, vacation,
holiday, sick leave, illness, incapacity
(including disability), layoff, jury duty or
military duty. The Plan Administrator will credit
no more than 501 Hours of Service under this
Paragraph (iii) to an Employee on account of any
single continuous period during which the
Employee does not perform any duties (whether or
not such period occurs during a single
computation period). The Plan Administrator
credits Hours of Service under this Paragraph
(iii) in accordance with the rules of paragraphs
(b) and (c) of Labor Reg. §2530.200b-2, which the
Plan, by this reference, specifically
incorporates in full within this Paragraph (iii).



               (iv) Crediting and computation. The Plan
Administrator will not credit an Hour of
Service
under more than one of the above Paragraphs
(i), (ii) or (iii). A computation period for
purposes of this Section 1.31 is the Plan Year,
Year of Service period, Break in Service period
or other period, as determined under the Plan
provision for which the Plan Administrator is
measuring an Employee’s Hours of Service. The
Plan Administrator will resolve any ambiguity
with respect to the crediting of an Hour of
Service in favor of the Employee.


(A) Method of Crediting Hours of Service. The
Employer must elect in its Adoption Agreement
the method the Plan Administrator will use in
crediting an Employee with Hours of Service
and the purpose for which the elected method
will apply.




     (1) Actual Method. Under the Actual
Method as determined from records, an Employee
receives credit for Hours of Service for hours
worked and hours for which the Employer makes
payment or for which payment is due from the
Employer.



     (2) Equivalency Method. Under an Equivalency
Method, for each equivalency period for which the
Plan Administrator would credit the Employee with
at least one Hour of Service, the Plan
Administrator will credit the Employee with: (a)
10 Hours of Service for a daily equivalency; (b)
45 Hours of Service for a weekly equivalency; (c)
95 Hours of Service for a semimonthly payroll
period equivalency; and (d) 190 Hours of Service
for a monthly equivalency.



     (3) Elapsed Time Method. Under the Elapsed
Time Method, an Employee receives credit for
Service for the aggregate of all time periods
(regardless of the Employee’s actual Hours of
Service) commencing with the Employee’s
Employment Commencement Date, or with his/her
Re-Employment Commencement Date, and ending on
the date a Break in Service begins. See Section
2.02(C)(4). In applying the Elapsed Time Method,
the Plan Administrator will credit an Employee’s
Service for any Period of Severance of less than
12-consecutive months and will express
fractional periods of Service in days.



          (i) Elapsed Time — Break in Service. Under
the Elapsed Time Method, a Break in Service is a
Period of Severance of at least 12 consecutive
months. 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 the Employee
is otherwise absent from Service does not
constitute a Break in Service.




          (ii) Elapsed Time — Period of Severance. A
Period of Severance is a continuous period of
time during which the Employee is not employed by
the Employer. The continuous period begins on the
date the Employee retires, quits, is discharged,
or dies or if earlier, the first 12-month
anniversary of the date on which the Employee
otherwise is absent from Service for any other
reason (including disability, vacation, leave of
absence, layoff, etc.).



(B) Maternity/Paternity Leave/Family and Medical
Leave Act. Solely for purposes of determining
whether an Employee incurs a Break in Service
under any provision of this Plan, the Plan
Administrator must credit Hours of Service during
the Employee’s unpaid absence
period: (1) due to maternity or paternity leave;
or (2) as required under the Family and Medical
Leave Act. An Employee is on maternity or
paternity leave if the Employee’s absence is due
to the Employee’s pregnancy, the birth of the
Employee’s child, the placement with the Employee
of an adopted child, or the care of the
Employee’s child immediately following the
child’s birth or placement. The Plan
Administrator credits Hours of Service under this
Section 1.31(B) on the basis of the number of
Hours of Service for which the Employee normally
would receive credit or, if the Plan
Administrator cannot determine the number of
Hours of Service the Employee would receive
credit for, on the basis of 8 hours per day
during the absence period. The Plan Administrator
will credit only the number (not exceeding 501)
of Hours of Service necessary to prevent an
Employee’s Break in Service. The Plan
Administrator credits all Hours of Service
described in this Section 1.31(B) to the
computation period in which the absence period
begins or, if the Employee does not need these
Hours of Service to prevent a Break in Service in
the computation period in which his/her absence
period begins, the Plan Administrator credits
these Hours of Service to the immediately
following computation period.



(C) Qualified Military Service. Hour of Service
also includes any Service the Plan must credit
for contributions and benefits in order to
satisfy the crediting of Service requirements of
Code §414(u).




     1.32 IRS. IRS means the Internal Revenue Service.



     1.33 Limitation Year. Limitation Year means
the consecutive month period the Employer
specifies in its Adoption Agreement as applicable
to allocations under Article IV. If the Employer
elects the same Plan Year and Limitation Year,
the Limitation Year is always a 12-consecutive
month period even if the Plan Year is a short
period, unless the short Plan Year results from
an amendment, in which case, the Limitation Year
also is a short year. If the Employer amends the
Limitation Year to a different 12-consecutive
month period, the new Limitation Year must begin
on a date within the Limitation



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Defined Contribution Prototype Plan



Year for which the Employer makes the
amendment, creating a short Limitation Year.




     1.34 Matching Contribution. Matching
Contribution means a fixed or discretionary
contribution the Employer makes on account of
Elective Deferrals under a 401(k) Plan or on
account of Employee Contributions. Matching
contributions also include Participant
forfeitures allocated on account of such Elective
Deferrals or Employee Contributions.


(A) Fixed Matching Contribution. Fixed Matching
Contribution means a Matching Contribution which
the Employer, subject to satisfaction of
allocation conditions, if any, must make
pursuant to a formula in the Adoption Agreement.
Under the formula, the Employer contributes
a specified percentage or dollar amount on
behalf of a Participant based on that
Participant’s Elective Deferrals or Employee
Contributions eligible for a match.



(B) Discretionary Matching Contribution.

Discretionary Matching Contribution means a
Matching Contribution which the Employer in its
sole discretion elects to make to the Plan. The
Employer retains discretion over the
Discretionary Matching Contribution rate or
amount, the limit(s) on Elective Deferrals or
Employee Contributions subject to match, the per
Participant match allocation limit(s), the
Participants who will receive the allocation,
and the time period applicable to any matching
formula(s) (collectively, the “matching
formula”), except as the Employer otherwise
elects in its Adoption Agreement.



(C) QMAC. QMAC means a qualified matching
contribution which is 100% Vested at all times
and which is subject to the distribution
restrictions described in Section 6.01(C)(4)(b).
Matching Contributions are not 100% Vested at all
times if the Employee has a 100% Vested interest
solely because of his/her Years of Service taken
into account under a vesting schedule. Any
Matching Contributions allocated to a
Participant’s QMAC Account under the Plan
automatically satisfy and are subject to the QMAC
definition.



(D) Regular Matching Contribution. A Regular
Matching Contribution is a Matching Contribution
which is not a QMAC, a Safe Harbor Matching
Contribution or an Additional Matching
Contribution.



(E) Basic Matching Contribution. See
Section 3.05(E)(4).



(F) Enhanced Matching Contribution. See
Section 3.05(E)(5).



(G) Additional Matching Contribution. See
Section 3.05(F)(1).



(H) SIMPLE Matching Contribution. See
Section 3.10(E)(1).



(I) Safe Harbor Matching Contribution. See
Section 3.05(E)(3).




     1.35 Money Purchase Pension Plan/Money
Purchase Pension Contribution. Money Purchase
Pension Plan means the Money Purchase Pension
Plan the Employer establishes under a Money
Purchase Pension Plan Adoption Agreement. The
Employer Contribution to its Money Purchase
Pension Plan is a Money Purchase Pension
Contribution. The Employer will make its Money
Purchase Pension Contribution as the Employer
elects in its Adoption Agreement.



     1.36 Named Fiduciary. The Named Fiduciary is
the Employer. The Employer in writing also may
designate the Plan Administrator (if the Plan
Administrator is not the Employer) and other
persons as additional Named Fiduciaries. See
Section 8.03. If the Plan is a restated Plan and
under the prior plan document a different Named
Fiduciary is in place, this Section 1.36 becomes
effective on the date the Employer executes this
restated Plan unless the Employer designates
otherwise in writing.



     1.37 Nonelective Contribution.
Nonelective Contribution means a fixed or
discretionary Employer Contribution which is
not a Matching Contribution, a
Money Purchase Pension Contribution or a
Target Benefit Contribution.


(A) Fixed Nonelective Contribution. Fixed
Nonelective Contribution means a Nonelective
Contribution which the Employer, subject to
satisfaction of allocation conditions, if any,
must make pursuant to a formula (based on
Compensation of Participants who will receive an
allocation of the contributions or otherwise) in
the Adoption Agreement. See 3.04(A)(2).



(B) Discretionary Nonelective Contribution.
Discretionary Nonelective Contribution means a
Nonelective Contribution which the Employer in
its sole discretion elects to make to the Plan.
See 3.04(A)(1).



(C) QNEC. QNEC means a qualified nonelective
contribution which is 100% Vested at all times
and which is subject to the distribution
restrictions described in Section 6.01(C)(4)(b).
Nonelective Contributions are not 100% Vested at
all times if the Employee has a 100% Vested
interest solely because of his/her Years of
Service taken into account under a vesting
schedule. Any Nonelective Contributions allocated
to a Participant’s QNEC Account under the Plan
automatically satisfy and are subject to the QNEC
definition.



(D) SIMPLE Nonelective Contribution. See
Section 3.10(E)(1).



(E) Safe Harbor Nonelective Contribution.
See Section 3.05(E)(2).




     1.38 Opinion Letter. Opinion Letter means
an IRS issued letter as to the acceptability of
the form of a Prototype Plan as defined in
Section 4.06 of Rev. Proc. 2005-16.



     1.39 Participant. Participant means an
Eligible Employee who becomes a Participant in
the Plan or as to any Contribution Type as the
context requires, in accordance with the
provisions of Section 2.01.



     1.40 Plan. Plan means the retirement plan
established or continued by the Employer in the
form of this Prototype Plan or Volume Submitter
Plan, including the Adoption Agreement under
which the Employer has elected to establish
this Plan. The Employer must designate the name
of the Plan in its Adoption Agreement. An
Employer may execute more than one Adoption
Agreement offered under this Plan, each of
which will constitute a separate Plan and Trust
established or continued by that Employer. All
section



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Defined Contribution Prototype Plan



references within this basic plan document are Plan section
references unless the context clearly indicates otherwise. The Plan includes any Appendix permitted
by the basic plan document or by the Employer’s Adoption Agreement and which the Employer attaches
to its Adoption Agreement.



(A) Multiple Employer Plan (Article XII). Multiple Employer Plan means a Plan in which at least one
Employer which is not a Related Employer participates. This Plan may be a Multiple Employer Plan
only if maintained on a Volume Submitter Adoption Agreement. Article XII of the Plan applies to a
Multiple Employer Plan, but otherwise does not apply to the Plan.



(B) Frozen Plan. See Section 3.01(J).




     1.41 Plan Administrator. Plan Administrator means the Employer unless the Employer designates
another person or persons to hold the position of Plan Administrator. Any person(s) the Employer
appoints as Plan Administrator may or may not be Participants in the Plan. In addition to its other
duties, the Plan Administrator has full responsibility for the Plan’s compliance with the reporting
and disclosure rules under ERISA. If the Employer is the Plan Administrator, any requirement under
the Plan for communication between the Employer and the Plan Administrator automatically is deemed
satisfied, and the Employer has discretion to determine the manner of documenting any decision
deemed to be communicated under this provision.



     1.42 Plan Year. Plan Year means the consecutive month period the Employer specifies in its
Adoption Agreement.



     1.43 Practitioner. Practitioner means the sponsor as to its Employer clients of the Volume
Submitter Plan and as defined in Section 13.04 of Rev. Proc. 2005-16.



     1.44 Predecessor Employer/Predecessor Plan.


(A) Predecessor Employer. A Predecessor Employer is an employer that previously employed one or
more of the Employees.



(B) Predecessor Plan. A Predecessor Plan is a Code §401(a) or §403(a) qualified plan the Employer
terminated within the five-year period beginning before or after the Employer establishes this
Plan, as described in Treas. Reg. §1.411(a)-5(b)(3)(v)(B).




     1.45 Prevailing Wage Contract/Contribution. Prevailing Wage Contract means a contract under
which Employees are performing services subject to the Davis-Bacon Act, the McNamara-O’Hara
Contract Service Act or any other federal, state or municipal prevailing wage law. A Prevailing
Wage Contribution is a contribution the Employer makes to the Plan in accordance with a Prevailing
Wage Contract. A Prevailing Wage Contribution is treated as a Nonelective Contribution or other
Employer Contribution except as the Plan otherwise provides.



     1.46 Profit Sharing Plan. Profit Sharing Plan means the Profit Sharing Plan the Employer
establishes under a Profit Sharing Plan Adoption Agreement.



     1.47 Protected Benefit. Protected Benefit means any accrued benefit described in Treas. Reg.
§1.411(d)-4, including any optional form of benefit provided under the Plan which may not (except
in accordance with such Regulations) be reduced, eliminated or made subject to Employer discretion.



     1.48 Prototype Plan/Master Plan (M&P Plan). Prototype Plan means as described in Section 4.02
of Rev. Proc. 2005-16 or in any successor thereto under which each adopting Employer establishes a
separate Trust. This Plan is not a Master Plan as described in Section 4.01 of Rev. Proc. 2005-16
under which unrelated adopting employers participate in a single funding medium (trust or custodial
account). However, the Plan could be a Master Trust under DOL Reg. §2525.103-2(e). A Prototype Plan
or a Master Plan must have an Opinion Letter as described in Section 4.06 of Rev. Proc. 2005-16.



     1.49 QDRO. QDRO means a qualified domestic relations order under Code §414(p).



     1.50 Qualified Military Service. Qualified Military Service means qualified military service
as defined in Code §414(u)(5). Notwithstanding any provision in the Plan to the contrary, as to
Qualified Military Service, the Plan will credit Service under Section 1.31(C), the Employer will
make contributions to the Plan and the Plan will provide benefits in accordance with Code §414(u).



     1.51 Restated Plan. A Restated Plan means a plan the Employer adopts in substitution for, and
in amendment of, an existing plan, as the Employer elects in its Adoption Agreement. If a
Participant incurs a Separation from Service or Severance from Employment before the Employer
executes the Adoption Agreement as a Restated Plan, the provisions of the Restated Plan do not
apply to the Participant unless he/she has an Account Balance as of the execution date or unless
the Employer rehires the Participant.



     1.52 Rollover Contribution. A Rollover Contribution means an amount of cash or property
(including a participant loan from another plan) which the Code permits an Eligible Employee or
Participant to transfer directly or indirectly to this Plan from another Eligible Retirement Plan
(or vice versa) within the meaning of Code §402(c)(8)(B) and Section 6.08(F)(2). A Rollover
Contribution will be made to the Plan and not to a Designated IRA within the Plan under Section
3.12, if any.



     1.53 Safe Harbor Contribution. Safe Harbor Contribution means a Safe Harbor Nonelective
Contribution or a Safe Harbor Matching Contribution as the Employer elects in its Adoption
Agreement. See Sections 3.05(E)(2) and (3).



     1.54 Salary Reduction Agreement. A Salary Reduction Agreement means a Participant’s written
election to make Elective Deferrals to the Plan (including a Contrary Election under Section
3.02(B)(4)), made on the form the Plan Administrator provides for this purpose.


(A) Effective Date. A Salary Reduction Agreement may not be effective earlier than the following
date which occurs last: (1) under Article II, the Participant’s Entry Date or, in the case of a
re-hired Employee, his/her re-participation date; (2) the execution date of the Salary Reduction
Agreement; (3) the date the Employer adopts




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Defined Contribution Prototype Plan



the 401(k) Plan; or (4) the Effective Date of the 401(k) Plan
(or Elective Deferral provision within the Plan).



(B) Compensation. A Salary Reduction Agreement must specify the dollar amount of Compensation or
the percentage of Compensation the Participant wishes to defer. The Salary Reduction Agreement: (1)
applies only to Compensation for Elective Deferral allocation as the Employer elects in its
Adoption Agreement and which becomes currently available after the effective date of the Salary
Reduction Agreement; and (2) applies to all or to such Elective Deferral Compensation as the Salary
Reduction Agreement indicates, including any Participant elections made in the Salary Reduction
Agreement.



(C) Additional Rules. The Plan Administrator in the Plan’s Salary Reduction Agreement form, or in a
Salary Reduction Agreement policy will specify additional rules and restrictions applicable to a
Participant’s Salary Reduction Agreement, including but not limited to those rules regarding
changing or revoking a Salary Reduction Agreement. Any such rules and restrictions must be
consistent with the Plan and with Applicable Law.




     1.55 Separation from Service/Severance from Employment. Separation from Service means an event
after which the Employee no longer has an employment relationship with the Employer maintaining
this Plan or with a Related Employer. The Plan applies Separation from Service for all purposes
except as otherwise provided. For purposes of distribution of Restricted 401(k) Accounts, the
application of Post-Severance Compensation and top-heavy look-back period distributions, the plan
will apply the definition of Severance from Employment under EGTRRA §646 (as modified for Code §415
purposes in applying the parent-subsidiary controlled group rules).



     1.56 Service. Service means any period of time the Employee is in the employ of the Employer,
including any period the Employee is on an unpaid leave of absence authorized by the Employer under
a uniform, nondiscriminatory policy applicable to all Employees.


(A) Related Employer Service. See Section 1.23(C).



(B) Predecessor Employer/Plan Service. See Section 1.44. If the Employer maintains (by adoption,
plan merger or Transfer) the plan of a Predecessor Employer, service of the Employee with the
Predecessor Employer is Service with the Employer. If the Employer maintained a Predecessor Plan,
for purposes of vesting Service, the Plan Administrator must count service credited to any Employee
covered under the Predecessor Plan. If the Employer in its Adoption Agreement elects to disregard
vesting Service prior to the time that the Employer maintained the Plan, the Plan Administrator
will treat a Predecessor Plan as the Plan for purposes of such election.



(C) Elective Service Crediting. If the Employer does not maintain the plan of a Predecessor
Employer, the Plan does not credit Service with the Predecessor Employer, unless the Employer in
its Adoption Agreement (or in a Participation Agreement, if applicable) elects to credit designated
Predecessor Employer Service and specifies the purposes for which the Plan will credit service with
that Predecessor Employer. Unless the Employer under its Adoption Agreement provides for this
purpose specific Entry Dates, an Employee who satisfies the Plan’s eligibility condition(s) by
reason of the crediting of predecessor service will enter the Plan in accordance with the
provisions of Article II as if the Employee were a re-employed Employee on the first day the Plan
credits predecessor service.



(D) Standardized Plan. If the Employer’s Plan is a Standardized Plan, the Plan limits the elective
crediting of past Predecessor Employer Service to the period which does not exceed 5 years
immediately preceding the year in which an amendment crediting such service becomes effective, such
credit must be granted to all Employees on a reasonably uniform basis, and the crediting must
otherwise comply with Treas. Reg. §1.401(a)(4)-5(a)(3).




     1.57 SIMPLE Contribution. SIMPLE Contribution means a SIMPLE Nonelective Contribution or a
SIMPLE Matching Contribution. See Section 3.10(E).



     1.58 Sponsor. Sponsor means the sponsor of this Prototype Plan as to the Sponsor’s adopting
Employer clients and as defined in Section 4.07 of Rev. Proc. 2005-16.



     1.59 Successor Plan. Successor Plan means a plan in which at least 50% of the Eligible
Employees for the first Plan Year were eligible under a cash or deferred arrangement maintained by
the Employer in the prior year, as described in Treas. Reg. §1.401k-2(c)(2)(iii).



     1.60 Target Benefit Plan/Target Benefit Contribution. Target Benefit Plan means the Target
Benefit Plan the Employer establishes under the Target Benefit Plan Adoption Agreement. The
Employer Contribution to its Target Benefit Plan is a Target Benefit Contribution. The Employer
will make its Target Benefit Contribution as the Employer elects in its Adoption Agreement.



     1.61 Taxable Year. Taxable Year means the taxable year of a Participant or of the Employer as
the context requires.



     1.62 Transfer. Transfer means the Trustee’s movement of Plan assets from the Plan to another
plan (or vice versa) directly as between the trustees and not by means of a distribution. A
Transfer may be an Elective Transfer or a Nonelective Transfer. See Section 11.06. A Direct
Rollover under Section 6.08(F)(1) is not a Transfer.



     1.63 Trust. Trust means the separate Trust created under the Plan.



     1.64 Trust Fund. Trust Fund means all property of every kind acquired by the Plan and held by
the Trust, other than incidental benefit insurance contracts.



     1.65 Trustee/Custodian. Trustee or Custodian means the person or persons who as Trustee or
Custodian execute the Adoption Agreement, or any successor in office who in writing accepts the
position of Trustee or Custodian. The Employer must designate in its Adoption Agreement whether the
Trustee will administer the Trust as a discretionary Trustee or as a nondiscretionary Trustee. See
Article VIII. If the Sponsor or Practitioner is a bank, savings and loan association, credit union,
mutual fund, insurance company, or other institution qualified to serve as Trustee, a person other
than the Sponsor or Practitioner (or its affiliate) may not serve as Trustee or as Custodian of the
Plan without the written consent of the Sponsor or Practitioner.



© 2008 Bank of Oklahoma, N.A.



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Defined Contribution Prototype Plan




     1.66 Valuation Date. Valuation Date means the Accounting Date, such additional dates as the
Employer in its Adoption Agreement may elect, and any other date that the Plan Administrator
designates for the valuation of the Trust Fund.



     1.67 Vested. Vested means a Participant or a Beneficiary has an unconditional claim, legally
enforceable against the Plan, to the Participant’s Account Balance or Accrued Benefit or to a
portion thereof if not 100% Vested. Vesting means the degree to which a Participant is Vested in
one or more Accounts.



     1.68 USERRA. USERRA means the Uniformed Services Employment and Reemployment Rights Act of
1994, as amended.



     1.69 Volume Submitter Plan. Volume Submitter Plan means as described in Section 13.01 of Rev.
Proc. 2005-16 or in any successor thereto. A Volume Submitter Plan must have an Advisory Letter as
described in Section 13.03 of Rev. Proc. 2005-16.



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Defined Contribution Prototype Plan




ARTICLE II

ELIGIBILITY AND PARTICIPATION




     2.01 ELIGIBILITY. Each Eligible Employee becomes a Participant in the Plan in accordance with
the eligibility conditions the Employer elects in its Adoption Agreement. The Employer may elect
different age and service conditions for different Contribution Types under the Plan.


(A) Maximum Age and Years of Service. For purposes of an Eligible Employee’s participation in the
Plan, the Plan may not impose an age condition exceeding age 21 and may not require completion of
more than one Year of Service, except under Section 2.02(E).



(B) New Plan. Any Eligible Employee who has satisfied the Plan’s eligibility conditions and who has
reached his/her Entry Date as of the Effective Date is eligible to participate as of the Effective
Date, assuming the Employer continues to employ the Employee on that date. Any other Eligible
Employee becomes eligible to participate: (1) upon satisfaction of the eligibility conditions and
reaching his/her Entry Date; or (2) upon reaching his/her Entry Date if such Employee had already
satisfied the eligibility conditions prior to the Effective Date.



(C) Restated Plan. If this Plan is a Restated Plan, each Employee who was a Participant in the Plan
on the day before the restated Effective Date continues as a Participant in the Restated Plan,
irrespective of whether he/she satisfies the eligibility conditions of the Restated Plan, unless
the Employer provides otherwise in its Adoption Agreement.



(D) Prevailing Wage Contribution. If the Employer makes Prevailing Wage Contributions to the Plan,
except as the Prevailing Wage Contract otherwise provides, no minimum age or service conditions
apply to an Eligible Employee’s eligibility to receive Prevailing Wage Contributions under the
Plan. The Employer’s Adoption Agreement elections imposing age and service eligibility conditions
apply to such an Employee as to non-Prevailing Wage Contributions under the Plan.



(E) Special Eligibility Effective Date (Dual Eligibility). The Employer in its Adoption Agreement
may elect to provide a special Effective Date for the Plan’s eligibility conditions, with the
effect that such conditions may apply only to Employees who are employed by the Employer after a
specified date.




     2.02 APPLICATION OF SERVICE CONDITIONS. The Plan Administrator will apply this Section 2.02 in
administering the Plan’s eligibility service condition(s), if any.


(A) Definition of Year of Service. A Year of Service for purposes of an Employee’s participation in
the Plan, means the applicable Eligibility Computation Period under Section 2.02(C), during which
the Employee completes the number of Hours of Service (not exceeding 1,000) the Employer specifies
in its Adoption Agreement, without regard to whether the Employer continues to employ the Employee
during the entire Eligibility Computation Period.



(B) Counting Years of Service. For purposes of an Employee’s participation in the Plan, the Plan
counts all of an Employee’s Years of Service, except as provided in Section 2.03.



(C) Initial and Subsequent Eligibility Computation Periods. If the Plan requires one Year of
Service for eligibility and an Employee does not complete one Year of Service during the Initial
Eligibility Computation Period, the Plan measures Subsequent Eligibility Computation Periods in
accordance with the Employer’s election in its Adoption Agreement. If the Plan measures Subsequent
Eligibility Computation Periods on a Plan Year basis, an Employee who receives credit for the
required number of Hours of Service during the Initial Eligibility Computation Period and also
during the first applicable Plan Year receives credit for two Years of Service under Article II.




     (1) Definition of Eligibility Computation Period. An Eligibility Computation Period is a
12-consecutive month period.



     (2) Definition of Initial Eligibility Computation Period. The Initial Eligibility Computation
Period is the Employee’s Anniversary Year which begins on the Employee’s Employment Commencement
Date.



     (3) Definition of Anniversary Year. An Employee’s Anniversary Year is the 12-consecutive month
period beginning on the Employee’s Employment Commencement Date or beginning on anniversaries
thereof.



     (4) Definitions of Employment Commencement Date/Re-Employment Commencement Date. An Employee’s
Employment Commencement Date is the date on which the Employee first performs an Hour of Service
for the Employer. An Employee’s Re-Employment Commencement Date is the date on which the Employee
first performs an Hour of Service for the Employer after the Employer re-employs the Employee.



     (5) Definition of Subsequent Eligibility Computation Period. A Subsequent Eligibility
Computation Period is any Eligibility Computation Period after the Initial Eligibility Computation
Period, as the Employer elects in its Adoption Agreement.



(D) Entry Date. The Employer in its Adoption Agreement elects the Entry Date(s) and elects whether such Entry Date(s) are retroactive,
coincident with or next following an Employee’s satisfaction of the Plan’s eligibility conditions.
The Employer may elect to apply different Entry Dates to different Contribution Types. If the
Employer makes Prevailing Wage Contributions to the Plan, except as the Prevailing Wage Contract
otherwise provides, an Eligible Employee’s Entry Date with regard to such contributions is the
Employee’s Employment Commencement Date. The Employer’s Adoption Agreement elections regarding
Entry Dates apply to such an Employee as to non-Prevailing Wage Contributions under the Plan.




     (1) Definition of Entry Date. See Section 1.25.



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Defined Contribution Prototype Plan




     (2) Maximum delay in participation. An Entry Date may not result in an Eligible Employee who
has satisfied the Plan’s eligibility conditions being held out of Plan participation longer than
six months, or if earlier, the first day of the next Plan Year, following completion of the Code
§410(a) maximum eligibility requirements.


(E) Alternative Service Conditions. The Employer in its Adoption Agreement may elect to impose for
eligibility a condition of less than one Year of Service or of more than one Year of Service, but
not exceeding two Years of Service. If the Employer elects an alternative Service condition to one
Year of Service or two Years of Service, the Employer must elect in its Adoption Agreement the Hour
of Service and other requirement(s), if any, after the Employee completes one Hour of Service.
Under any alternative Service condition election, the Plan may not require an Employee to complete
more than one Year of Service (1,000 Hours of Service in 12-consecutive months) or two Years of
Service if applicable.




     (1) Vesting requirement. If the Employer elects to impose more than a one Year of Service
eligibility condition, the Plan Administrator must apply 100% vesting on any Employer Contributions
(and the resulting Accounts) subject to that eligibility condition.



     (2) One Year of Service maximum for specified Contributions. The Plan may not require more
than one Year of Service for eligibility for an Eligible Employee to make Elective Deferrals, to
receive Safe Harbor Contributions or to receive SIMPLE Contributions.


(F) Equivalency or Elapsed Time. If the Employer in its Adoption Agreement elects to apply the
Equivalency Method or the Elapsed Time Method in applying the Plan’s eligibility Service condition,
the Plan Administrator will credit Service in accordance with Sections 1.31(A)(2) and (3).




     2.03 BREAK IN SERVICE — PARTICIPATION. The Plan Administrator will apply this Section 2.03 if
any Break in Service rule applies under the Plan.


(A) Definition of Break in Service. For purposes of this Article II, an Employee incurs a Break in
Service if during any applicable Eligibility Computation Period he/she does not complete more than
500 Hours of Service with the Employer. The Eligibility Computation Period under this Section
2.03(A) is the same as the Eligibility Computation Period the Plan uses to measure a Year of
Service under Section 2.02. If the Plan applies the Elapsed Time Method of crediting Service under
Section 1.31(A)(3), a Participant incurs a Break in Service if the Participant has a Period of
Severance of at least 12 consecutive months.



(B) Two Year Eligibility. If the Employer under the Adoption Agreement elects a two Years of
Service eligibility condition, an Employee who incurs a one year Break in Service prior to
completing two Years of Service: (1) is a new Employee on the date he/she first performs an Hour of
Service for the Employer after the Break in Service; (2) the Plan disregards the Employee’s Service
prior to the Break in Service; and (3) the Employee establishes a new Employment Commencement Date
for purposes of the Initial Eligibility Computation Period under Section 2.02(C).



(C) One Year Hold-Out Rule-Participation. The Employer in its Adoption Agreement must elect whether
to apply the “one year hold-out” rule under Code §410(a)(5)(C). Under this rule, a Participant will
incur a suspension of participation in the Plan after incurring a one year Break in Service and the
Plan disregards a Participant’s Service completed prior to a Break in Service until the Participant
completes one Year of Service following the Break in Service. The Plan suspends the Participant’s
participation in the Plan as of the first day of the Plan Year following the Plan Year in which the
Participant incurs the Break in Service.




     (1) Completion of one Year of Service. If a Participant completes one Year of Service
following his/her Break in Service, the Plan restores the Participant’s pre-break Service and the
Participant resumes active participation in the Plan retroactively to the first day of the
Eligibility Computation Period in which the Participant first completes one Year of Service
following his/her Break in Service.



     (2) Eligibility Computation Period. The Plan Administrator measures the Initial Eligibility
Computation period under this Section 2.03(C) from the date the Participant first receives credit
for an Hour of Service following the one year Break in Service. The Plan Administrator measures any
Subsequent Eligibility Computation Periods, if necessary, in a manner consistent with the
Employer’s Eligibility Computation Period election in its Adoption Agreement, using the
Re-Employment Commencement Date in determining the Anniversary Year if applicable.



     (3) Election to limit application to separated Employees. If the Employer elects to apply the
one year hold-out rule, the Employer also may elect in its Adoption Agreement to limit application
of the rule only to a Participant who has incurred a Separation from Service.



     (4) Application to Employee who did not enter. The Plan Administrator also will apply the one
year hold-out rule, if applicable, to an Employee who satisfies the Plan’s eligibility conditions,
but who incurs a Separation from Service and a one year Break in Service prior to becoming a
Participant.



     (5) No effect on vesting or Earnings. This Section 2.03(C) does not affect a Participant’s
vesting credit under Article V and, during a suspension period, the Participant’s Account continues to share fully in
Earnings under Article VII.



     (6) No restoration under two year break rule. The Plan Administrator in applying this Section
2.03(C) does not restore any Service disregarded under the Break in Service rule of Section
2.03(B).



     (7) No application to Elective Deferrals in 401(k) Plan. If the Plan is a 401(k) Plan and the
Employer in its Adoption Agreement elects to apply the Section 2.03(C) one year hold-out rule, the
Plan Administrator will not apply such provisions to the Elective Deferral portion of the Plan.



     (8) USERRA. An Employee who has completed Qualified Military Service and who the Employer has
rehired under USERRA, does not incur a Break in Service under the Plan by reason of the period of
such Qualified Military Service.



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Defined Contribution Prototype Plan



(D) Rule of Parity — Participation. For purposes of Plan participation, the Plan does not apply
the “rule of parity” under Code §410(a)(5)(D), unless the Employer in Appendix B elects to apply
the rule of parity.




     2.04 PARTICIPATION UPON RE-EMPLOYMENT.


(A) Rehired Participant/Immediate Re-Entry. A Participant who incurs a Separation from Service will
reenter the Plan as a Participant on his/her Re-Employment Commencement Date (provided he/she is
not an Excluded Employee), subject to any Break in Service rule, if applicable, under Section 2.03.



(B) Rehired Eligible Employee Who Had Satisfied Eligibility. An Eligible Employee who satisfies the
Plan’s eligibility conditions, but who incurs a Separation from Service prior to becoming a
Participant, subject to any Break in Service rule, if applicable, under Section 2.03, will become a
Participant on the later of: (1) the Entry Date on which he/she would have entered the Plan had
he/she not incurred a Separation from Service; or (2) his/her Re-Employment Commencement Date.



(C) Rehired Eligible Employee Who Had Not Satisfied Eligibility. An Eligible Employee who incurs a
Separation from Service prior to satisfying the Plan’s eligibility conditions becomes a Participant
in accordance with the Employer’s Adoption Agreement elections. The Plan Administrator, for
purposes of applying any shift in the Eligibility Computation Period, takes into account the
Employee’s prior Service and the Employee is not treated as a new hire.




     2.05 CHANGE IN EMPLOYMENT STATUS. The Plan Administrator will apply this Section 2.05 if the
Employer in its Adoption Agreement elected to exclude any Employees as Excluded Employees.


(A) Participant Becomes an Excluded Employee. If a Participant has not incurred a Separation from
Service but becomes an Excluded Employee (as to any or all Contribution Types), during the period
of exclusion the Excluded Employee: (i) will not share in the allocation of the applicable Employer
Contributions (including a Top-Heavy Minimum Allocation under Section 10.02 if the Employee is
excluded as to all Contribution Types) or Participant forfeitures, based on Compensation paid to
the Excluded Employee during the period of exclusion; (ii) may not make Employee Contributions,
Rollover Contributions or Designated IRA Contributions; and (iii) if the Plan is a 401(k) Plan and
the Participant is an Excluded Employee as to Elective Deferrals, may not make Elective Deferrals
as to Compensation paid to the Excluded Employee during the period of exclusion.




     (1) Vesting, accrual, Break in Service and Earnings. A Participant who becomes an Excluded
Employee under this Section 2.05(A) continues: (a) to receive Service credit for vesting under
Article V for each included vesting Year of Service; (b) to receive Service credit for applying
any allocation conditions under Section 3.06 as to Employer Contributions accruing for any
non-excluded period and as to Contribution Types for which the Participant is not an Excluded
Employee; (c) to receive Service credit in applying the Break in Service rules; and (d) to share
fully in Earnings under Article VII.



     (2) Resumption of Eligible Employee status. If a Participant who becomes an Excluded Employee
subsequently resumes status as an Eligible Employee, the Participant will participate in the Plan
immediately upon resuming eligible status, subject to the Break in Service rules, if applicable,
under Section 2.03.


(B) Excluded Employee Becomes Eligible. If an Excluded Employee who is not a Participant becomes an
Eligible Employee, he/she will participate immediately in the Plan if he/she has satisfied the
Plan’s eligibility conditions and would have been a Participant had he/she not been an Excluded
Employee during his/her period of Service. An Excluded Employee receives Service credit for
eligibility, for allocation conditions under Section 3.06 (but the Plan disregards Compensation
paid while excluded) and for vesting under Article V for each included
vesting Year of Service, notwithstanding the Employee’s Excluded Employee status.




     2.06 PARTICIPATION OPT-OUT.


(A) Volume Submitter Plan. If the Plan is a Volume Submitter Plan, the Plan Administrator may elect
to permit an Eligible Employee to elect irrevocably to not participate in the Plan (to “opt-out”).
The Eligible Employee prior to his/her Entry Date and prior to first becoming eligible under any
plan of the Employer as described in Code §219(g)(5)(A), including terminated plans, must file an
opt-out election in writing with the Plan Administrator on a form the Plan Administrator provides
for this purpose. An Employee’s election not to participate, pursuant to this Section 2.06(A),
includes his/her right to make Elective Deferrals, Employee Contributions, Rollover Contributions
or Designated IRA Contributions, unless the Plan Administrator’s opt-out form permits an Eligible
Employee to opt-out of specified Contribution Types prior to becoming eligible to participate in
such Contribution Type. A Participant’s mere failure to make Elective Deferrals or Employee
Contributions is not an opt-out under this Section 2.06(A).



(B) Prototype Plan. If the Plan is a Prototype Plan, the Plan does not permit an otherwise Eligible
Employee or any Participant to elect to opt-out. However, if the Plan is a Nonstandardized Plan, an
Eligible Employee may opt-out in accordance with Section 2.06(A) provided: (1) the Plan terms as in
effect prior to restatement under this Plan permitted the opt-out; and (2) the Employee executes
the opt-out prior to the date of the Employer’s execution of this Plan as a Restated Plan.




© 2008 Bank of Oklahoma, N.A.





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Defined Contribution Prototype Plan




ARTICLE III




PLAN CONTRIBUTIONS AND FORFEITURES




     3.01 CONTRIBUTION TYPES. The Employer in
its Adoption Agreement will elect the
Contribution Type(s) and any formulas,
allocation methods, conditions and limitations
applicable thereto, except where the Plan
expressly reserves discretion to the Employer
or to the Plan Administrator.


(A) Application of Limits. The Employer’s
contribution to the Trust for any Plan Year is
subject to Article IV limits and other Plan
limits.



(B) Compensation for Allocations/Limit. The Plan
Administrator will allocate all Employer
Contributions and Elective Deferrals based on the
definition of Compensation under Section 1.11 the
Employer elects in its Adoption Agreement for a
particular Contribution Type. The Plan
Administrator in allocating such contributions
must limit each Participant’s Compensation to the
amount described in Section 1.11(E).



(C) Allocation Conditions. The Plan
Administrator will allocate Employer
Contributions only to those Participants who
satisfy the Plan’s allocation conditions under
Section 3.06, if any, for the Contribution Type
being allocated.



(D) Top-Heavy. If the Plan is top-heavy, the
Employer will satisfy the Top-Heavy Minimum
Allocation requirements in accordance with
Article X.



(E) Net Profit Not Required. The Employer need
not have net profits to make a contribution
under the Plan, unless the Employer in its
Adoption Agreement specifies a fixed formula
based on net profits.



(F) Form of Contribution. Subject to the consent
of the Trustee under Article VIII, the Employer
may make Employer Contributions to a Profit
Sharing Plan, to a 401(k) Plan or to a 401(m)
Plan (excluding Elective Deferrals or Employee
Contributions) in the form of property instead of
cash, provided the contribution of property is
not a prohibited transaction under Applicable
Law. The Employer may not make contributions in
the form of property to its Money Purchase
Pension Plan or to its Target Benefit Plan.



(G) Time of Payment of Contribution. The Employer
may pay to the Trust its Employer Contributions
for any Plan Year in one or more installments,
without interest. Unless otherwise required by
applicable contract or Applicable Law, the
Employer may make an Employer Contribution to the
Plan for a particular Plan Year at such time(s)
as the Employer in its sole discretion
determines. If the Employer makes a contribution
for a particular Plan Year after the close of
that Plan Year, the Employer will designate to
the Plan Administrator and to the Trustee the
Plan Year for which the Employer is making the
Employer Contribution. The Plan Administrator
will allocate the contribution accordingly.



(H) Return of Employer Contribution. The
Employer contributes to the Plan on the
condition its contribution is
not due to a mistake of fact and the IRS will
not disallow the deduction of the Employer
Contribution.




     (1) Request for contribution return/timing.
The Trustee, upon written request from the
Employer, must return to the Employer the amount
of the Employer Contribution made by the
Employer by mistake of fact or the amount of the
Employer Contribution disallowed as a deduction
under Code §404. The Trustee will not return any
portion of the Employer Contribution under the
provisions of this Section 3.01(H) more than one
year after: (a) the Employer made the
contribution by mistake of fact; or (b) the
IRS’s disallowance of the contribution as a
deduction, and then, only to the extent of the
disallowance.



     (2) Earnings. The Trustee will not
increase the amount of the Employer
Contribution returnable under this Section
3.01(H) for any Earnings increases
attributable to the contribution, but the
Trustee will decrease the Employer
Contribution returnable for any Earnings
losses attributable thereto.



     (3) Evidence. The Trustee may require the
Employer to furnish the Trustee whatever
evidence the Trustee deems necessary to enable
the Trustee to confirm the amount the Employer
has requested be returned is properly
returnable under Applicable Law.


(I) Money Purchase Pension and Defined Benefit
Plans. If the Employer’s Plan is a Money Purchase
Pension Plan and the Employer also maintains a
defined benefit pension plan, notwithstanding the
Money Purchase Pension Contribution formula in
the Employer’s Adoption Agreement, the Employer’s
required contribution to its Money Purchase
Pension Plan for a Plan Year is limited to the
amount which the Employer may deduct under Code
§404(a)(7). If the Employer under Code §404(a)(7)
must reduce its Money Purchase Pension Plan
contribution, the Plan Administrator will
allocate the reduced contribution amount in
accordance with the Plan’s allocation formula.



(J) Frozen Plan. The Employer in its Adoption
Agreement may elect to treat the Plan as a
Frozen Plan. Under a Frozen Plan, the Employer
and the Participants will not make any
contributions to the Plan. A Frozen Plan remains
subject to all qualification and reporting
requirements except as Applicable Law otherwise
provides and the Plan provisions (other than
those relating to ongoing permitted or required
contributions) continue in effect until the
Employer terminates the Plan. An Eligible
Employee will not become a Participant in a
Frozen Plan.




     3.02 ELECTIVE DEFERRALS. If the Plan is a
401(k) Plan and the Employer in its Adoption
Agreement elects to permit Elective Deferrals,
the Plan Administrator will apply the provisions
of this Section 3.02. A Participant’s Elective
Deferrals will be made pursuant to a Salary
Reduction Agreement unless the Employer elects in
its Adoption Agreement to apply the Automatic
Deferral provision under Section 3.02(B) or the
CODA provision under Section 3.02(C).


(A) Limitations. Except as described below
regarding Catch-Up Deferrals, the Employer in
its Adoption Agreement must elect the Plan
limitations, if any, which
apply to Elective Deferrals (or separately to
Pre-Tax



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Defined Contribution Prototype Plan



Deferrals or to Roth Deferrals, if applicable).
Such Plan limitations are in addition to those
mandatory limitations imposed under Article IV
and under Applicable Law. In applying any such
additional Plan limitation, the Plan
Administrator will take into account the
Compensation for Elective Deferral purposes the
Employer elects in the Adoption Agreement. The
Plan Administrator in the Salary Reduction
Agreement form or in a Salary Reduction Agreement
policy (see Section 1.54(C)) may specify
additional rules and restrictions applicable to
Salary Reduction Agreements. The Employer in a
SIMPLE 401(k) Plan may not impose any Plan limit
on Elective Deferrals except as provided under
Code §408(p). See Section 3.05(C)(2) regarding
limits on Elective Deferrals under a safe harbor
plan. The Employer may elect a Plan limit in its
Adoption Agreement, but if the Employer does not
so elect, the Plan Administrator may establish or
change a Plan limit on Elective Deferrals from
time to time by providing notice to the
Participants as is consistent with Applicable
Law. Any such limit change made during a Plan
Year applies only prospectively.



(B) Automatic Deferrals. The Employer in its
Adoption Agreement will elect whether to apply
or not apply the Automatic Deferral provisions
of this Section 3.02(B).




     (1) Definition of Automatic Deferral. An
Automatic Deferral is an Elective Deferral that
results from the operation of this Section
3.02(B). Under the Automatic Deferral, the
Employer automatically will reduce by the
Automatic Deferral Amount the Compensation of
each Participant affected by the Automatic
Deferral under Section 3.02(B)(3), except those
Participants who timely make a Contrary
Election under Section 3.02(B)(4).



     (2) Definition of Automatic Deferral Amount/Increases. The Automatic Deferral Amount
is the amount of Automatic Deferral which the
Employer elects in its Adoption Agreement. The
Employer in its Adoption Agreement may elect to
apply a scheduled increase to the Automatic
Deferral Amount. If a Participant subject to the
Automatic Deferral elected, before the Effective
Date of the Automatic Deferral, to defer an
amount which is less than the Automatic Deferral
Amount the Employer has elected in its Adoption
Agreement, the Automatic Deferral Amount under
this Section 3.02(B) includes only the
incremental amount necessary to increase the
Participant’s Elective Deferral to equal the
Automatic Deferral Amount, including any
scheduled increases thereto.



     (3) Employees or Participants subject to
Automatic Deferral. If the Employer elects to
apply the Automatic Deferral, the Employer in its
Adoption Agreement will elect which Participants
or Employees are affected by the Automatic
Deferral on the Effective Date thereof and
which Participants, if any, are not subject to
the Automatic Deferral.



     (4) Definition of Contrary Election. A
Contrary Election is a Participant’s election
made after the Effective Date of the Automatic
Deferral not to defer any Compensation or to
defer an amount which is more or less than the
Automatic Deferral Amount.



     (5) Effective Date of Contrary Election. A
Participant’s Contrary Election generally is
effective as of the first payroll period which
follows the Participant’s
Contrary Election. However, a Participant may
make a Contrary Election which is effective: (a)
for the first payroll period in which he/she
becomes a Participant if the Participant makes a
Contrary Election within a reasonable period
following the Participant’s Entry Date and before
the Compensation to which the Election applies
becomes currently available; or (b) for the first
payroll period following the Effective Date of
the Automatic Deferral, if the Participant makes
a Contrary Election not later than the Effective
Date of the Automatic Deferral. A Participant who
makes a Contrary Election is not thereafter
subject to the Automatic Deferral or to any
scheduled increases thereto, even if the
Participant later revokes or modifies the
Contrary Election. A Participant’s Contrary
Election continues in effect until the
Participant subsequently changes his/her Salary
Reduction Agreement.



     (6) Automatic Deferral election notice. If
the Employer in its Adoption Agreement elects the
Automatic Deferral, the Plan Administrator must
provide a notice (consistent with Applicable Law)
to each Eligible Employee which explains the
effect of the Automatic Deferral and a
Participant’s right to make a Contrary Election,
including the procedure and timing applicable to
the Contrary Election. The Plan Administrator
must provide the notice to an Eligible Employee a
reasonable period prior to that Employee’s
commencement of participation in the Plan subject
to the Automatic Deferral. The Plan Administrator
also must provide Participants with the effective
opportunity to make a Contrary Election at least
once during each Plan Year.



     (7) Treatment of Automatic Deferrals/Roth
or Pre-Tax. The Plan Administrator will treat
Automatic Deferrals as Elective Deferrals for
all purposes under the Plan, including
application of limitations, nondiscrimination
testing and distributions. If the Employer in
its Adoption Agreement has elected to permit
Roth Deferrals, Automatic Deferrals are Pre-Tax
Deferrals unless the Employer in Appendix B
elects otherwise.


(C) Cash or Deferred Arrangement (CODA). The
Employer in its Adoption Agreement may elect to
apply the CODA provisions of this Section
3.02(C). Under a CODA, a Participant may elect to
receive in cash his/her proportionate share of
the Employer’s cash or deferred contribution, in
accordance with the Employer’s Adoption Agreement
election. A Participant’s proportionate share of
the Employer’s cash or deferred contribution is
the percentage of the total cash or deferred
contribution which bears the same ratio that the
Participant’s Compensation for the Plan Year
bears to the total Compensation of all Participants for the Plan
Year. For purposes of determining each
Participant’s proportionate share of the cash or
deferred contribution, a Participant’s
Compensation is his/her Compensation for
Nonelective Contribution allocations (unless the
Employer elects otherwise in its Adoption
Agreement) as determined under Section 1.11,
excluding any effect the proportionate share may
have on the Participant’s Compensation for the
Plan Year. The Plan Administrator will determine
the proportionate share prior to the Employer’s
actual contribution to the Trust, to provide the
Participants with the opportunity to file cash
elections. The Employer will pay directly to the
Participant the portion of his/her proportionate
share the Participant has elected to receive in
cash.




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Defined Contribution Prototype Plan



(D) Catch-Up Deferrals. The Employer in its
Adoption Agreement will elect whether or not to
permit Catch-Up Eligible Participants to make
Catch-Up Deferrals to the Plan under this
Section 3.02(D).




     (1) Definition of Catch-Up Eligible
Participant. A Catch-Up Eligible Participant is a
Participant who is eligible to make Elective
Deferrals and who has attained at least age 50 or
who will attain age 50 before the end of the
Taxable Year in which he/she will make a Catch-Up
Deferral. A Participant who dies or who incurs a
Separation from Service before actually attaining
age 50 in such Taxable Year is a Catch-Up
Eligible Participant.



     (2) Definition of Catch-Up Deferral. A
Catch-Up Deferral is an Elective Deferral by a
Catch-up Eligible Participant and which exceeds:
(a) a Plan limit on Elective Deferrals under
Section 3.02(A); (b) the Annual Additions Limit
under Section 4.05(B); (c) the Elective Deferral
Limit under Section 4.10(A); or (d) the ADP Limit
under Section 4.10(B).



     (3) Limit on Catch-Up Deferrals. A
Participant’s Catch-Up Deferrals for a Taxable
Year may not exceed the lesser of: (a) 100% of
the Participant’s Compensation for the Taxable
Year when added to the Participant’s other
Elective Deferrals; or (b) the Catch-Up Deferral
dollar limit in effect for the Taxable Year as
set forth below:



	 	 	 	 	 	 	 	 	 
	Year	 	Non-SIMPLE Plan	 	SIMPLE Plan
	 
	 	 	 	 	 	 	 	 
	2002
	 	$	1,000	 	 	$	500	 
	2003
	 	$	2,000	 	 	$	1,000	 
	2004
	 	$	3,000	 	 	$	1,500	 
	2005
	 	$	4,000	 	 	$	2,000	 
	2006
	 	$	5,000	 	 	$	2,500	 






     (4) Adjustment after 2006. After the 2006
Taxable Year, the Secretary of the Treasury will
adjust the CatchUp Deferral dollar limit in
multiples of $500 under Code §414(v)(2)(C).



     (5) Treatment of Catch-Up Deferrals.
Catch-Up Deferrals are not: (a) subject to the Annual
Additions Limit under Section 4.05(B); (b)
subject to the Elective Deferral Limit under
Section 4.10(A); (c) included in a Participant’s
ADR in calculating the Plan’s ADP under Section
4.10(B); or (d) taken into account in determining
the Highest Contribution Rate under Section
10.06(E). Catch-Up Deferrals are taken into
account in determining the Plan’s Top-Heavy Ratio
under Section 10.06(K). Otherwise, Catch-Up
Deferrals are treated as other Elective
Deferrals.



     (6) Universal availability. If the Employer
permits Catch-Up Deferrals to its Plan, the right
of all Catch-Up Eligible Participants to make
Catch-Up Deferrals must satisfy the universal
availability requirement of Treas. Reg.
§1.414(v)-1(e). If the Employer maintains more
than one applicable plan within the meaning of
Treas. Reg. §1.414(v)-1(g)(1), and any of the
applicable plans permit Catch-Up Deferrals, then
any Catch-up Eligible Participant in any such
plans must be permitted to have the same
effective opportunity to make the same dollar
amount of Catch-Up Deferrals. Any Plan-imposed
limit on total Elective Deferrals including
Catch-Up Deferrals may not be less than 75% of a
Participant’s gross Compensation.


(E) Roth Deferrals. Effective for Taxable Years
beginning in 2006, the Employer in its 401(k)
Plan Adoption Agreement may elect to permit Roth
Deferrals. The Employer must also elect to
permit Pre-Tax Deferrals if the Employer elects
to permit Roth Deferrals. The Plan Administrator
will administer Roth Deferrals in accordance
with this Section 3.02(E).




     (1) Treatment of Roth Deferrals. The Plan
Administrator will treat Roth Deferrals as
Elective Deferrals for all purposes of the
Plan, except where the Plan or Applicable Law
indicate otherwise.



     (2) Separate accounting. The Plan
Administrator will establish a Roth Deferral
Account for each Participant who makes any Roth
Deferrals and Earnings thereon in accordance with
Section 7.04(A)(1). The Plan Administrator will
establish a Pre-Tax Account and Earnings thereon
for each Participant who makes any Pre-Tax
Deferrals in accordance with Section 7.04(A)(1).
The Plan Administrator will credit only Roth
Deferrals and Earnings thereon (allocated on a
reasonable and consistent basis) to a
Participant’s Roth Deferral Account.



     (3) No re-classification. An Elective
Deferral contributed to the Plan either as a
Pre-Tax Deferral or as a Roth Deferral may not be
re-classified as the other type of Elective
Deferral.


(F) Elective Deferrals as Employer
Contributions. Where the context requires under
the Plan, Elective Deferrals are Employer
Contributions except: (1) under Section 3.04
relating to allocation of Employer
Contributions; (2) under Section 3.06 relating
to allocation conditions; (3) under Section
5.03 relating to vesting; and (4) where the
Code prohibits the use of Elective Deferrals to
satisfy qualified plan requirements.




     3.03 MATCHING CONTRIBUTIONS. If the Employer
elects in its Adoption Agreement to provide for
Matching Contributions (or if Section 3.03(C)(2)
applies), the Plan Administrator will apply the
provisions of this Section 3.03.



(A) Matching Formula: Type, Rate/Amount,
Limitations and Time Period. The Employer in its
Adoption Agreement must elect the type(s) of
Matching Contributions (Fixed or Discretionary
Matching Contributions), and as applicable, the
Matching Contribution rate(s)/amount(s), the
limit(s) on Elective Deferrals or Employee
Contributions subject to match, the limit(s) on
the amount of Matching Contributions, and the
time period the Plan Administrator will apply in
the computation of any Matching Contributions.
If the Employer in its Adoption Agreement elects
to apply any limit on Matching Contributions
based on pay periods or on any other time period
which is less than the Plan Year, the Plan
Administrator will determine the limits in
accordance with the time period specified and
will not take into account any other
Compensation or Elective Deferrals not within
the applicable time period, even in the case of
a Participant who becomes eligible for the match
mid-Plan Year and regardless of the Employer’s
election as to Pre-Entry Compensation.




     (1) Fixed Match. The Employer in its
Adoption Agreement may elect to make a Fixed
Matching Contribution to the Plan under one
or more formulas.



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Defined Contribution Prototype Plan




          (a) Allocation. The Employer may contribute
on a Participant’s behalf under a Fixed Matching
Contribution formula only to the extent that the
Participant makes Elective Deferrals or Employee
Contributions which are subject to the formula
and if the Participant satisfies the allocation
conditions for Fixed Matching Contributions, if
any, the Employer elects in its Adoption
Agreement.




     (2) Discretionary Match. The Employer in
its Adoption Agreement may elect to make a
Discretionary Matching Contribution to the
Plan.



          (a) Allocation. To the extent the Employer
makes Discretionary Matching Contributions, the
Plan Administrator will allocate the
Discretionary Matching Contributions to the
Account of each Participant entitled to the match
under the Employer’s discretionary matching
allocation formula and who satisfies the
allocation conditions for Discretionary Matching
Contributions, if any, the Employer elects in its
Adoption Agreement. The Employer under a
Discretionary Matching Contribution retains
discretion over the amount of its Matching
Contributions, and, except as the Employer
otherwise elects in its Adoption Agreement, the
Employer also retains discretion over the
matching formula. See Section 1.34(B).




     (3) Roth Deferrals. Unless the Employer
elects otherwise in its Adoption Agreement,
the Employer’s Matching Contributions apply in
the same manner to Roth Deferrals as they
apply to Pre-Tax Deferrals.



     (4) Contribution timing. Except as described
in Section 3.05 regarding a Safe Harbor 401(k) Plan, the
time period that the Employer elects for
computing its Matching Contributions does not
require that the Employer actually contribute the
Matching Contribution at any particular time. As
to Matching Contribution timing and the ACP test,
see Section 4.10(C)(5)(e)(iii).



     (5) Participating Employers. If any
Participating Employers contribute Matching
Contributions to the Plan, the Employer in its
Adoption Agreement must elect: (a) whether each
Participating Employer will be subject to the
same or different Matching Contribution formulas
than the Signatory Employer; and (b) whether the
Plan Administrator will allocate Matching
Contributions only to Participants directly
employed by the contributing Employer or to all
Participants regardless of which Employer
contributes or how much any Employer contributes.
The allocation of Matching Contributions under
this Section 3.03(A)(5) also applies to the
allocation of any forfeiture attributable to
Matching Contributions and which the Plan
allocates to Participants.


(B) Regular Matching Contributions. If the
Employer in its Adoption Agreement elects to
make Matching Contributions, such contributions
are Regular Matching Contributions unless: (i)
the Employer in its Adoption Agreement elects
to treat some or all Matching Contributions as
a Plan-Designated QMAC under Section
3.03(C)(1); or (ii) the Employer makes an
Operational QMAC under Section 3.03(C)(2).




     (1) Separate Account. The Plan Administrator
will establish a separate Regular Matching
Contribution Account for each Participant who
receives an allocation of Regular Matching
Contributions in accordance with Section
7.04(A)(1).


(C) QMAC. The provisions of this Section 3.03(C)
apply to QMAC contributions.




     (1) Plan-Designated QMAC. The Employer in
its 401(k) Plan Adoption Agreement will elect
whether or not to treat some or all Matching
Contributions as a QMAC (“Plan-Designated QMAC”).
If The Employer elects any Plan-Designated QMAC,
the Employer in its Adoption Agreement will elect
whether to allocate the QMAC to all Participants
or only to NHCE Participants. The Plan
Administrator will allocate a Plan-Designated
QMAC only to those Participants who have
satisfied eligibility conditions under Article II
to receive Matching Contributions (or if
applicable, to receive QMACs) and who have
satisfied any allocation conditions under Section
3.06 the Employer has elected in the Adoption
Agreement as applicable to QMACs.



     (2) Operational QMAC. The Employer, to
facilitate the Plan Administrator’s correction of
test failures under Section 4.10, (or to lessen
the degree of such failures), but only if the
Plan is using Current Year Testing, also may make
Discretionary Matching Contributions as QMACs to
the Plan (“Operational QMAC”), irrespective of
whether the Employer in its Adoption Agreement
has elected to provide for any Matching
Contributions or Plan-Designated QMACs. The Plan
Administrator, in its discretion, will allocate
the Operational QMAC, but will limit the
allocation of any Operational QMAC only to some
or all NHCEs who are ADP Participants or ACP
Participants under Sections 4.11(A) and (B).
The Plan Administrator may allocate an
Operational QMAC to any such NHCE Participants
who are eligible to make (and who actually make)
Elective Deferrals or Employee Contributions even
if such Participants have not satisfied any
eligibility conditions under Article II
applicable to Matching Contributions (including
QMACs) or have not satisfied any allocation
conditions under Section 3.06 applicable to
Matching Contributions (or to QMACs). Where the
Plan Administrator disaggregates the Plan for
coverage and for nondiscrimination testing under
the “otherwise excludible employees” rule
described in Section 4.06(C), the Plan
Administrator also may limit the QMAC allocation
to those NHCEs in any disaggregated plan which
actually is subject to ADP and ACP testing
(because there are HCEs in that disaggregated
plan).



     (3) Separate Account. The Plan Administrator
will establish a separate QMAC Account for each
Participant who receives an allocation of QMACs
in accordance with Section 7.04(A)(1).


(D) Matching Catch-Up Deferrals. The Employer in
its 401(k) Plan Adoption Agreement must elect
whether or not to match any Catch-Up Deferrals if
the Plan permits Catch-Up Deferrals. The
Employer’s election to match Catch-Up Deferrals
will apply to all Matching Contributions or will
specify the Fixed Matching Contributions or
Discretionary Matching Contributions which apply
to the Catch-Up Deferrals. Regardless of the
Employer’s Adoption Agreement election, in a Safe
Harbor 401(k) Plan, the Plan will apply the Basic
Matching Contribution or Enhanced Matching
Contribution to Catch-Up Deferrals and if the
Plan will satisfy the ACP test safe harbor under
Section 3.05(G), the Employer will apply any
Additional Matching Contribution to Catch-Up
Deferrals.




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Defined Contribution Prototype Plan



(E) Targeting Limitations. Matching
Contributions, for nondiscrimination testing
purposes, are subject to the targeting
limitations in Section 4.10(D). The Employer will
not make an Operational QMAC in an amount which
exceeds the targeting limitations.




     3.04 NONELECTIVE/EMPLOYER CONTRIBUTIONS. If the Employer elects to provide
for Nonelective Contributions to a Profit
Sharing Plan or 401(k) Plan (or if Section
3.04(C)(2) applies), or the Plan is a Money
Purchase Pension Plan or a Target Benefit Plan,
the Plan Administrator will apply the provisions
of this Section 3.04.


(A) Amount and Type. The Employer in its
Adoption Agreement must elect the type and
amount of Nonelective Contributions or other
Employer Contributions.




     (1) Discretionary Nonelective Contribution.
The Employer in its Adoption Agreement may elect
to make Discretionary Nonelective Contributions.



     (2) Fixed Nonelective or other Employer
Contributions. The Employer in its Adoption
Agreement may elect to make Fixed Nonelective
Contributions or Money Purchase Pension Plan or
Target Benefit Plan Contributions. The Employer
must specify the time period to which any fixed
contribution formula will apply (which is deemed
to be the Plan Year if the Employer does not so
specify) and must elect the allocation method
which may be the same as the contribution formula
or may be a different allocation method under
Section 3.04(B).



     (3) Prevailing Wage Contribution. The
Employer in its Nonstandardized Plan or Volume
Submitter Plan may elect to make fixed Employer
Contributions pursuant to a Prevailing Wage
Contract. In such event, the Employer’s
Prevailing Wage Contributions will be made in
accordance with the Prevailing Wage Contract,
based on hourly rate, employment category,
employment classification and such other factors
as such contract specifies. The Employer in its
Adoption Agreement must elect whether to offset
the Employer Contributions (which are not
Prevailing Wage Contributions) to this Plan or to
another Employer plan, by the amount of the
Participant’s Prevailing Wage Contributions. To
offset any Employer Contribution, the Prevailing
Wage Contribution must comply with any
distribution restriction under Section 6.01(C)(4)
otherwise applicable to the Employer Contribution
being offset and the Plan Administrator must
account for the Prevailing Wage Contribution
accordingly. See Section 5.03(E) regarding
vesting of Prevailing Wage Contributions.



     (4) Participating Employers. If any
Participating Employers contribute Nonelective
Contributions or other Employer Contributions to
the Plan, the Employer in its Adoption Agreement
must elect: (a) whether each Participating
Employer will be subject to the same or
different Nonelective/Employer Contribution
formulas under Section 3.04(A) and allocation
methods under Section 3.04(B) than the Signatory
Employer; and (b) whether, under Section
3.04(B), the Plan Administrator will allocate
Nonelective/Employer Contributions only to
Participants directly employed by the
contributing Employer or to all Participants
regardless of which Employer contributes or how
much any Employer contributes. The allocation of
Nonelective/Employer Contributions under this Section 3.04(A)(4)
also applies to the allocation of any
forfeiture attributable to Nonelective/Employer
Contributions and which the Plan allocates to
Participants.


(B) Method of Allocation. The Employer in its
Adoption Agreement must specify the method of
allocating Nonelective Contributions or other
Employer Contributions to the Trust. The Plan
Administrator will apply this Section 3.04(B) by
including in the allocation only those
Participants who have satisfied the Plan’s
allocation conditions under Section 3.06, if any,
applicable to the contribution. The Plan
Administrator, in allocating a contribution under
any allocation formula which is based in whole or
in part on Compensation, will take into account
Compensation under Section 1.11 as the Employer
elects in its Adoption Agreement and only will
take into account the Compensation of the
Participants entitled to an allocation. In
addition, if the Employer has elected in its
Adoption Agreement to define
allocation Compensation over a time period which
is less than a full Plan Year, the Plan
Administrator will apply the allocation methods
in this Section 3.04(B) based on Participant
Compensation within the relevant time period.




     (1) Pro rata allocation formula. The
Employer in its Adoption Agreement may elect a
pro rata allocation formula. Under a pro rata
allocation formula, the Plan Administrator will
allocate the Employer Contributions for a Plan
Year in the same ratio that each Participant’s
Compensation for the Plan Year bears to the
total Compensation of all Participants for the
Plan Year.



     (2) Permitted disparity allocation
formula. The Employer in its Adoption Agreement
may elect a two-tiered or a four-tiered
permitted disparity formula, providing
allocations described in (a) or (b) below,
respectively.



          (a) Two-tiered.




               (i) Tier one. Under the first tier, the
Plan Administrator will allocate the Employer
Contributions for a Plan Year in the same ratio
that each Participant’s Compensation plus Excess
Compensation (as the Employer defines that term
in its Adoption Agreement) for the Plan Year
bears to the total Compensation plus Excess
Compensation of all Participants for the Plan
Year. The allocation under this first tier, as a
percentage of each Participant’s Compensation
plus Excess Compensation, must not exceed the
applicable percentage (5.7%, 5.4%, or 4.3%)
listed under Section 3.04(B)(2)(c).



               (ii) Tier two. Under the second tier, the
Plan Administrator will allocate any remaining
Employer Contributions for a Plan Year in the
same ratio that each Participant’s Compensation
for the Plan Year bears to the total
Compensation of all Participants for the Plan
Year.



          (b) Four-tiered.




               (i) Tier one. Under the first tier, the
Plan Administrator will allocate the Employer
Contributions for a Plan Year in the same ratio
that each Participant’s Compensation for the
Plan Year bears to the total Compensation of all
Participants for the Plan Year, but not
exceeding 3% of each Participant’s Compensation.



© 2008 Bank of Oklahoma, N.A.





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Defined Contribution Prototype Plan



Solely for purposes of this first tier
allocation, a “Participant” means, in addition
to any Participant who satisfies the allocation
conditions of Section 3.06 for the Plan Year,
any other Participant entitled to a Top-Heavy
Minimum Allocation.




               (ii) Tier two. Under the second tier, the
Plan Administrator will allocate the Employer
Contributions for a Plan Year in the same ratio
that each Participant’s Excess Compensation (as
the Employer defines that term in its Adoption
Agreement) for the Plan Year bears to the total
Excess Compensation of all
Participants for the Plan Year, but not
exceeding 3% of each Participant’s Excess
Compensation.



               (iii) Tier three. Under the third tier, the
Plan Administrator will allocate the Employer
Contributions for a Plan Year in the same ratio
that each Participant’s Compensation plus Excess
Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all
Participants for the Plan Year. The allocation
under this third tier, as a percentage of each
Participant’s Compensation plus Excess
Compensation, must not exceed the applicable
percentage (2.7%, 2.4%, or 1.3%) listed under
Section 3.04(B)(2)(c).



               (iv) Tier four. Under the fourth tier, the
Plan Administrator will allocate any remaining
Employer Contributions for a Plan Year in the
same ratio that each Participant’s Compensation
for the Plan Year bears to the total
Compensation of all Participants for the Plan
Year.



     (c) Maximum disparity table. For purposes
of the permitted disparity allocation formulas
under this Section 3.04(B)(2), the applicable
percentage is:



	 	 	 	 	 	 	 	 	 
	Integration level %	 	Applicable %	 	Applicable %
	of taxable	 	for 2-tiered	 	for 4-tiered
	wage base	 	formula	 	formula
	 
	 	 	 	 	 	 	 	 
	100%
	 	 	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. Notwithstanding Sections 3.04(B)(2)(a)
and (b), for any Plan Year the Plan benefits any
Participant who benefits under another qualified
plan or under a simplified employee pension plan
(as defined in Code §408(k)) maintained by the
Employer that provides for permitted disparity
(or imputes disparity), the Plan Administrator
will allocate Employer Contributions to the
Account of each Participant in the same ratio
that each Participant’s Compensation bears to
the total Compensation of all Participants for
the Plan Year.



               (ii) Cumulative permitted disparity limit.
Effective for Plan Years beginning after December
31, 1994, the cumulative permitted disparity
limit for a Participant is 35 total cumulative
permitted disparity years. “Total cumulative
permitted disparity years” means the number of
years credited to the Participant for allocation
or accrual purposes under the Plan, any other
qualified plan or simplified employee pension
plan (whether or not terminated) ever maintained
by the Employer. For purposes of determining the
Participant’s cumulative permitted disparity
limit, the Plan Administrator will treat all
years ending in the same calendar year as the
same year. If the Participant has not benefited
under a Defined Benefit Plan or under a Target
Benefit Plan of the Employer for any year
beginning after December 31, 1993, the
Participant does not have a cumulative permitted
disparity limit.



          For purposes of this Section
3.04(B)(2)(d), a Participant “benefits” under
a plan for any Plan Year during which the
Participant receives, or is deemed to receive,
a contribution allocation in accordance with
Treas. Reg. §1.410(b)-3(a).




          (e) Pro-ration of integration level. In the
event that the Plan Year is less than 12 months
and the Plan Administrator will allocate the
Employer Contribution based on Compensation for
the short Plan Year, the Plan Administrator will
pro rate the integration level based on the
number of months in the short Plan Year. The Plan
Administrator will not pro rate the integration
level in the case of: (i) a Participant who
participates in the Plan for less than the entire
12 month Plan Year and whose allocation is based
on Participating Compensation; (ii) a new Plan
established mid-Plan Year, but with an Effective
Date which is as of the beginning of the Plan
Year; or (iii) a terminating Plan which bases
allocations on Compensation through the effective
date of the termination, but where the Plan Year
continues for the balance of the full 12 month
Plan Year.




     (3) Classifications allocation formula. The
Employer in its Nonstandardized Plan or Volume
Submitter Plan may elect to specify
classifications of Participants to whom the Plan
Administrator will allocate any Employer
Contribution.



          (a) Volume Submitter. The Employer in its
Volume Submitter Plan may elect to specify any
number of classifications and a classification
may consist of any number of Participants. The
Employer also may elect to put each Participant
in his/her own classification. The Plan
Administrator will apportion the Employer
Contribution for a Plan Year to the
classifications as the Employer designates at
the time that the Employer makes the
contribution. If there is more than one
Participant in a classification, the Plan
Administrator will allocate the Employer
Contribution for the Plan Year within each
classification as the Employer elects in its
Adoption Agreement which may be: (i) in the same
ratio that each Participant’s Compensation for
the Plan Year bears to the total Plan Year
Compensation for all Participants within the
same classification (pro rata); or (ii) the same
dollar amount to each Participant within a
classification. If a Participant during a Plan
Year shifts from one classification to another,
the Plan Administrator will apportion the
Participant’s allocation during that Plan Year
pro rata based on the Participant’s Compensation
while a member of each classification, unless
the Employer in Appendix B: (i) specifies
apportionment




© 2008 Bank of Oklahoma, N.A.





21











 





Defined Contribution Prototype Plan



based on the number of months or days a Participant spends in a classification; or (ii) elects that
the Employer in a nondiscriminatory manner will direct the Plan Administrator as to which
classification the Participant will participate in during that entire Plan Year.




          (b) Nonstandardized Plan. The Employer in its Nonstandardized Plan may elect to specify any
number of classifications and a classification may consist of any number of Participants. The
Employer also may elect to put each Participant in his/her own classification. Notwithstanding the
foregoing, each NHCE classification must be reasonable as described in Treas. Reg. §1.410(b)-4(b)
and the maximum number of HCE and NHCE allocation rates is restricted as described below. The Plan
Administrator will apportion the Employer Contribution for a Plan Year to the classifications as
the Employer designates at the time that the Employer makes the contribution. If there is more than
one Participant in a classification, the Plan Administrator will allocate the Employer Contribution
for the Plan Year within each classification in the same ratio that each Participant’s Compensation
for the Plan Year bears to the total Plan Year Compensation for all Participants within the same
classification (pro rata). The maximum number of allocation rates that the Plan may have during a
Plan Year: (i) in the case of HCEs, is the number of eligible HCEs with a limit of 25 allocation
rates; and (ii) in the case of the NHCEs, is as follows:




	 	 	 	 	 
	Number of eligible NHCEs	 	Allocation rates
	 	 	 	 	 
	2 or less
	 	 	1	 
	3-8
	 	 	2	 
	9-11
	 	 	3	 
	12-19
	 	 	4	 
	20-29
	 	 	5	 
	30 or more
	 	see below





If there are 30 or more eligible NHCEs, the maximum number of allocation rates is equal to the
number of eligible NHCEs, divided by the number 5 (rounded to the next lowest whole number if the
result is not a whole number), with a maximum of 25 allocation rates. For this purpose, an
“allocation rate” is the Participant’s allocation under this Section 3.04(B)(3)(b), divided by
Compensation for nondiscrimination testing under Section 1.11(F). If, in any Plan Year, the number
of classifications the Employer has elected in the Adoption Agreement exceeds the maximum number of
allocation rates, the Employer will direct the Plan Administrator to allocate the Employer
Contribution in a manner that results in more than one classification receiving the same allocation
rate, and as is sufficient to bring the number of allocation rates within limits. If a Participant
during a Plan Year shifts from one classification to another, the Employer in a nondiscriminatory
manner will direct the Plan Administrator as to which classification the Participant will
participate in during that entire Plan Year; a Participant may not participate in more than one
classification during a Plan Year. The limitations of this Section 3.04(B)(3)(b) apply if the
Employer’s adoption of this Plan is a new Plan and in the case of a Restated Plan, these
limitations apply for Plan Years which begin after the date the Employer executes the Restated
Plan. For Plan Years up to and including the Plan year in which the Employer adopts the Plan as a
Restated Plan, the Employer will apply the Plan terms as in effect under the prior Plan.




     (4) Super-integrated allocation formula. The Employer in its Volume Submitter Plan may elect a
super- integrated allocation formula. The Plan Administrator will allocate the Employer
Contribution for the Plan Year in accordance with the tiers of priority that the Employer elects in
its Adoption Agreement. The Plan Administrator will not allocate to the tier with the next lower
priority until the Employer has contributed an amount sufficient to maximize the allocation under
the immediately preceding tier.



     (5) Age-based allocation formula. The Employer in its Nonstandardized Plan or Volume Submitter Plan
may elect an age-based allocation formula. The Plan Administrator will allocate the Employer
Contribution for the Plan Year in the same ratio that each Participant’s Benefit Factor for the
Plan Year bears to the sum of the Benefit Factors of all Participants for the Plan Year.



          (a) Definition of Benefit Factor. A
Participant’s Benefit Factor is his/her
Compensation for the Plan Year multiplied by
the Participant’s Actuarial Factor.




          (b) Definition of Actuarial Factor. A
Participant’s Actuarial Factor is the factor that
the Plan Administrator establishes based on the
interest rate and mortality table the Employer
elects in its Adoption Agreement. If the Employer
elects to use the UP-1984 table, a Participant’s
Actuarial Factor is the factor in Table I of
Appendix D to the Adoption Agreement or is the
product of the factors in Tables I and II of
Appendix D to the Adoption Agreement if the
Plan’s Normal Retirement Age is not age 65. If
the Employer in its Adoption Agreement elects to
use a table other than the UP-1984 table, the
Plan Administrator will determine a Participant’s
Actuarial Factor in accordance with the
designated table (which the Employer will attach
to the Adoption Agreement as a substituted
Appendix D) and the Adoption Agreement elected
interest rate.




     (6) Uniform points allocation formula. The
Employer in its Nonstandardized Plan or Volume
Submitter Plan may elect a uniform points
allocation formula. The Plan Administrator will
allocate any Employer Contribution for a Plan
Year in the same ratio that each Participant’s
points bear to the total points of all
Participants for the Plan Year. The Plan
Administrator determines a Participant’s points
in accordance with the Employer’s Adoption
Agreement elections under which the Employer will
elect to define points based on Years of Service,
Compensation and/or age.



     (7) Incorporation of fixed or Prevailing
Wage Contribution formula. The Employer in its
Adoption Agreement may elect to allocate
Employer Contributions in accordance with the
Plan’s fixed Employer Contribution formula. In
such event, the Plan Administrator will allocate
the Employer Contributions for a Plan Year in
accordance with the Fixed Nonelective or other
Employer Contribution formula or in accordance
with the Prevailing Wage Contribution formula
the Employer has elected under Sections
3.04(A)(2) or (3).



     (8) Target Benefit/Money Purchase
allocation formula. The Plan Administrator will
allocate the Employer Contributions for a Plan
Year to its Money Purchase Pension Plan or to
its Target Benefit Plan as
provided in the Employer’s Adoption Agreement.



© 2008 Bank of Oklahoma, N.A.




22









 








Defined Contribution Prototype Plan



(C) QNEC. The provisions of this Section 3.04(C)
apply to QNEC contributions.




     (1) Plan-Designated QNEC. The Employer in
its 401(k) Plan Adoption Agreement will elect
whether or not to treat some or all Nonelective
Contributions as a QNEC (“Plan-Designated QNEC”).
If the Employer elects any Plan-Designated QNECs,
the Employer in its Adoption Agreement will elect
whether to allocate a Plan-Designated QNEC to all
Participants or only to NHCE Participants and the
Employer in its Adoption Agreement also must
elect a QNEC allocation method as follows: (a)
pro rata in relation to Compensation; (b) in the
same dollar amount without regard to Compensation
(flat dollar); (c) under the reverse allocation
method; or (d) under any other method subject to
the testing limitations of Section 3.04(C)(5).
The Plan Administrator will allocate an QNEC
under this Section 3.04(C)(1) only to those
Participants who have satisfied eligibility
conditions under Article II to receive
Nonelective Contributions (or if applicable, to
QNECs) and who have satisfied any allocation
conditions under Section 3.06 the Employer has
elected in the Adoption Agreement as applicable
to QNECs.



     (2) Operational QNEC. The Employer, to
facilitate the Plan Administrator’s correction of
test failures under Section 4.10, (or to lessen
the degree of such failures), but only if the
Plan is using Current Year Testing, also may make
Discretionary Nonelective Contributions as QNECs
to the Plan (“Operational QNEC”), irrespective of
whether the Employer in its Adoption Agreement
has elected to provide for any Nonelective
Contributions or Plan-Designated QNECs. The Plan
Administrator, in its discretion, will allocate
the Operational QNEC, but will limit the
allocation of any Operational QNEC only to some
or all NHCE Participants who are ADP Participants
or ACP Participants under Sections 4.11(A) and
(B). The Plan Administrator operationally must
elect whether to allocate an Operational QNEC to
NHCE ADP Participants: (a) pro rata in relation to
Compensation; (b) in the same dollar amount
without regard to Compensation (flat dollar); (c)
under the reverse allocation method; or (d) under
any other method; provided, that any QNEC
allocation is subject to the limitations of
Section 3.04(C)(5). The Plan Administrator may
allocate an Operational QNEC to any NHCE ADP or
ACP Participants even if such Participants have
not satisfied any eligibility conditions under
Article II applicable to Nonelective
Contributions (including QNECs) or have not
satisfied any allocation conditions under Section
3.06 applicable to Nonelective Contributions (or
to QNECs). Where the Plan Administrator
disaggregates the Plan for coverage and for
nondiscrimination testing under the “otherwise
excludible employees” rule described in Section
4.06(C), the Plan Administrator also may limit
the QNEC
allocation to those NHCEs in any disaggregated
“plan” which actually is subject to ADP and ACP
testing (because there are HCEs in that
disaggregated plan), The Employer may designate
all or any part of its Prevailing Wage
Contribution as a QNEC, provided that the
Prevailing Wage Contribution qualifies as a QNEC
and that QNEC treatment is not inconsistent with
the Prevailing Wage Contract.



     (3) Reverse QNEC allocation. Under the
reverse QNEC allocation method, the Plan
Administrator (subject to Section 3.06 if
applicable), will allocate a QNEC first to the
NHCE Participant(s) with the lowest Compensation
for the Plan Year in an amount not exceeding the
Annual Additions Limit for each Participant, with
any remaining amounts allocated to the next
highest paid NHCE Participant(s) not exceeding
his/her Annual Additions Limit and continuing in
this manner until the Plan Administrator has
fully allocated the QNEC.



     (4) Separate Account. The Plan Administrator
will establish a separate QNEC Account for each
Participant who receives an allocation of QNECs
in accordance with Section 7.04(A)(1).



     (5) Anti-conditioning and targeting. The
Employer in its Adoption Agreement and the Plan
Administrator in operation may not condition the
allocation of any QNEC under this Section
3.04(C), on whether a Participant has made
Elective Deferrals. The nondiscrimination testing
of QNECs also is subject to the targeting
limitations of Section 4.10(D). The Employer will
not make an Operational QNEC in an amount which
exceeds the targeting limitations.



     (6) Standardized Plan limitation. The
Employer in its Standardized Plan may not elect a
reverse QNEC allocation method or any similar
QNEC allocation method even if such allocation
would comply with Section 3.04(C)(5).


(D) Qualified Replacement Plan. The Employer may
establish or maintain this Plan as a qualified
replacement plan as described in Code §4980 under
which the Plan may receive a Transfer from a
terminating qualified plan the Employer also
maintains. The Plan Administrator will credit the
transferred amounts to a suspense account under
the Plan and thereafter the Plan Administrator
will allocate the transferred amounts under this
Section 3.04(D) in the same manner as the Plan
Administrator allocates Employer Nonelective
Contributions.




     3.05 SAFE HARBOR 401(k) CONTRIBUTIONS. The
Employer in its 401(k) Plan Adoption Agreement
may elect to apply to its Plan the safe harbor
provisions of this Section 3.05.


(A) Prior Election and Notice/12 Month Plan Year.
Except as otherwise provided in this Plan or in
accordance with Applicable Law, an Employer: (i)
prior to beginning of the Plan Year to which the
safe harbor provisions apply, must elect the safe
harbor plan provisions of this Section 3.05; (ii)
prior to the beginning of the Plan Year to which
the safe harbor provisions apply, must satisfy
the applicable notice requirements; and (iii)
must apply the safe harbor provisions for the
entire 12 month safe harbor Plan Year.




     (1) Short Plan Year. An Employer’s Plan may
be a Safe
Harbor 401(k) Plan in a short Plan Year: (a) as
provided in Sections 3.05(I)(3) or (4), relating
to the initial safe harbor Plan Year; (b) after
the Final 401(k) Regulations Effective Date if
the Employer creates a short Plan Year by
changing its Plan Year, provided that the
Employer maintains the Plan as a Safe Harbor
401(k) Plan in the Plan Years both before and
after the short Plan Year as described in Treas.
Reg. §1.401(k)-3(e)(3); or (c) after the Final
401(k) Regulations Effective Date if the short
Plan Year is the result of the Employer’s
termination of the Plan under Section 3.05(I)(5).


(B) Effect/Remaining Terms/Testing Status.
The provisions of this Section 3.05 apply to
an electing




© 2008 Bank of Oklahoma, N.A.




23









 








Defined Contribution Prototype Plan



Employer notwithstanding any contrary provision
of the Plan and all other remaining Plan terms
continue to apply to the Employer’s Safe Harbor
401(k) Plan. An Employer which elects and
operationally satisfies the safe harbor
provisions of this Section 3.05 is not subject to
the nondiscrimination provisions of Section
4.10(B) (ADP test). An electing Employer which
provides for an Enhanced Matching Contribution
under Section 3.05(E)(5) or for Additional
Matching Contributions under Section 3.05(F) is
subject to the nondiscrimination provisions of
Section 4.10(C) (ACP test), unless the Employer
elects in its Adoption Agreement to apply the ACP
test safe harbor described in Section 3.05(G). If
the Plan is a Safe Harbor 401(k) Plan, for
purposes of testing in future (non-safe harbor)
Plan Years, the Plan in the safe harbor Plan Year
is deemed to be using Current Year Testing as to
the ADP test and is deemed to be using Current
Year Testing for the ACP test if the Plan in the
safe harbor Plan Year satisfies the ACP test safe
harbor. If a Safe Harbor 401(k) Plan is subject
to Sections 3.05(I)(1) or (2), the Plan in such
Plan Year is deemed to be using Current Year
Testing for both the ADP and ACP tests.



(C) Compensation for Allocation. In allocating
Safe Harbor Contributions and Additional Matching
Contributions that satisfy the ACP test safe
harbor under Section 3.05(G) and for Elective
Deferral allocation under this Section 3.05, the
following provisions apply:




     (1) Safe Harbor and Additional Matching
allocation. For purposes of allocating the
Employer’s Safe Harbor Contributions and ACP
test safe harbor Additional Matching
Contributions, if any, Compensation is limited
as described in Section 1.11(E) and Employer
must elect under its Adoption Agreement a
nondiscriminatory definition of Compensation as
described in Section 1.11(F). The Employer in
its Adoption Agreement may not elect to limit
NHCE Compensation to a specified dollar amount,
except as required under Section 1.11(E).



     (2) Deferral allocation. An Employer in its
Adoption Agreement may elect to limit the type of
Compensation from which a Participant may make an
Elective Deferral to any reasonable definition.
The Employer in its
Adoption Agreement also may elect to limit the
amount of a Participant’s Elective Deferrals to a
whole percentage of Compensation or to a whole
dollar amount, provided each Eligible NHCE
Participant may make Elective Deferrals in an
amount sufficient to receive the maximum Matching
Contribution, if any, available under the Plan
and may defer any lesser amount. However, a
Participant may not make Elective Deferrals in
the event that the Participant is suspended from
doing so under Section 6.07(A)(2), relating to
hardship distributions or to the extent that the
allocation would exceed a Participant’s Annual
Additions Limit in Section 4.05(B) or the maximum
Deferral Limit in Section 4.10(A). If the Plan
permits Roth Deferrals in addition to Pre-Tax
Deferrals, Elective Deferrals for purposes of
Section 3.05 includes both Roth Deferrals and
Pre-Tax Deferrals.


(D) “Early” Elective Deferrals/Delay of Safe
Harbor Contribution. If the Employer in its
Adoption Agreement elects any age and service
eligibility requirements for Elective Deferrals
that are less than age 21 and one Year of Service
(with one Year of Service being defined as
completion of 1,000 Hours of Service during the
relevant
Eligibility Computation Period), the Employer in
its Adoption Agreement may elect to limit Safe
Harbor Contributions to the Participants who have
attained age 21 and who have satisfied the
foregoing one Year of Service requirement. The
Plan Administrator under this Adoption Agreement
election will apply the OEE rule under Section
4.06(C) and will perform the ADP (and ACP) tests
as necessary for the Participants who are in the
disaggregated plan which benefits the Otherwise
Excludible Employees. The disaggregated plan
which benefits the Includible Employees is a Safe
Harbor 401(k) Plan under this Section 3.05.
However, nothing in this Section 3.05(D) affects
the obligation of the Employer under Article X in
the event that the Plan is top-heavy, to provide
a Top-Heavy Minimum Allocation for Non-Key
Employee Participants in the Elective Deferral
component of the Plan who have not satisfied the
age and service requirements applicable to the
Safe Harbor Contributions. Under this Section
3.05(D), eligibility for Additional Matching
Contributions and for Nonelective Contributions
which are not Safe Harbor Nonelective
Contributions is controlled by the Employer’s
Adoption Agreement elections and is not
necessarily limited to age 21 and one Year of
Service as is the case for Safe Harbor
Contributions. However, as to ACP test safe
harbor treatment for Additional Matching
Contributions, see Section 3.05(F)(3).



(E) Safe Harbor Contributions/ADP Test Safe
Harbor. An Employer which elects under this
Section 3.05(E) to apply the safe harbor
provisions, must satisfy the ADP test safe harbor
contribution requirement under Code §401(k)(12)
by making a Safe Harbor Contribution to the Plan.
Except as otherwise provided in this Section
3.05, the Employer must make its Safe Harbor
Contributions (and any Additional Matching
Contributions which will satisfy the ACP test
safe harbor), no later than twelve months after
the end of the Plan Year to which such
contributions are allocated. If the Employer
satisfies this Section 3.05(E) and the remaining
applicable provisions of Section 3.05, Elective
Deferrals are not subject to nondiscrimination
testing under Section 4.10(B) (ADP
test). The Employer in its Adoption Agreement may
elect to apply forfeitures toward satisfaction of
the Employer’s required Safe Harbor Contribution.




     (1) Definition of Safe Harbor
Contribution. A Safe Harbor Contribution is a
Safe Harbor Nonelective Contribution or a Safe
Harbor Matching Contribution as the Employer
elects in its Adoption Agreement.



     (2) Definition of Safe Harbor Nonelective
Contribution. A Safe Harbor Nonelective
Contribution is a Fixed Nonelective Contribution
in an amount the Employer elects in its Adoption
Agreement, which must equal at least 3% of each
Participant’s Compensation unless the Employer
elects to limit Safe Harbor Nonelective
Contributions to NHCEs under Section 3.05(E)(8)
or unless Section 3.05(D) applies. A Safe Harbor
Nonelective Contribution is a QNEC.



     (3) Definition of Safe Harbor Matching
Contribution. A Safe Harbor Matching Contribution
is a Basic Matching Contribution or an Enhanced
Matching Contribution. Under a Safe Harbor
Matching Contribution an HCE may not receive a
greater rate of match at any level of Elective
Deferrals than any NHCE. A Safe Harbor Matching
Contribution is a QMAC.



© 2008 Bank of Oklahoma, N.A.





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Defined Contribution Prototype Plan




     (4) Definition of Basic Matching
Contribution. A Basic Matching Contribution is a
Fixed Matching Contribution equal to 100% of a
Participant’s Elective Deferrals which do not
exceed 3% of Compensation, plus 50% of Elective
Deferrals which exceed 3%, but do not exceed 5%
of Compensation.



     (5) Definition of Enhanced Matching
Contribution. An Enhanced Matching Contribution
is a Fixed Matching Contribution made in
accordance with any formula the Employer elects
in its Adoption Agreement under which: (a) at any
rate of Elective Deferrals, a Participant
receives a Matching Contribution which is at
least equal to the match the Participant would
receive under the Basic Matching Contribution
formula; and (b) the rate of match does not
increase as the rate of Elective Deferrals
increases.



     (6) Time period for computing/contributing
Safe Harbor Matching Contribution.



          (a) Computation. The Employer in its
Adoption Agreement must elect the applicable
time period for computing the Employer’s Safe
Harbor Matching Contributions. If the Employer
fails to so elect, the Employer is deemed to
have elected to compute its Safe Harbor Matching
Contribution based on the Plan Year.




          (b) Contribution deadline. If the Employer
elects to compute its Safe Harbor Matching
Contribution based on a time period which is less
than the Plan Year, the Employer must contribute
the Safe Harbor Matching Contributions to the
Plan no later than the end of the Plan Year
quarter which follows the quarter in which the
Elective Deferral that gave rise to the Safe
Harbor Matching Contribution was made. If the
Employer fails to contribute by the foregoing
deadline, the Employer will correct the
operational failure by contributing the Safe
Harbor Matching Contribution as soon as is
possible and will also contribute Earnings on the
Contribution. See Section 7.08. If the time
period for computing the Safe Harbor Matching
Contribution is the Plan Year, the Employer must
contribute the Safe Harbor Matching Contribution
to the Plan no later than twelve months after the
end of the Plan Year to which the Safe Harbor
Contribution is allocated.




     (7) No allocation conditions. The Plan
Administrator must allocate the Employer’s Safe
Harbor Contribution without regard to the Section
3.06 allocation conditions, if any, the Employer
has elected as to non-Safe Harbor Contributions.



     (8) NHCEs must receive allocation; further
election of allocation group. Subject to Section
3.05(D), the Plan Administrator must allocate the
Safe Harbor Contribution to NHCE Participants,
which for purposes of Section 3.05 means NHCEs
who are eligible to make Elective Deferrals. The
Employer in its Adoption Agreement, must elect
whether to allocate Safe Harbor Contributions:
(a) to all Participants; (b) only to NHCE
Participants; or (c) to NHCE Participants and to
designated HCE Participants.



     (9) 100% vesting/distribution restrictions.
A Participant’s Account Balance attributable to
Safe Harbor Contributions at all times is 100%
Vested and is subject to the distribution
restrictions described in Section 6.01(C)(4)(b).



     (10) Possible application of ACP test. If
the Plan’s sole Matching Contribution is a Basic
Matching Contribution, the Basic Matching
Contribution is not subject to nondiscrimination
testing under Section 4.10(C) (ACP test). The
Employer in its Adoption Agreement must elect
whether to satisfy the ACP test safe harbor
amount limitation under Section 3.05(G) with
respect to the Employer’s Enhanced Matching
Contributions or to test its Enhanced Matching
Contributions under Section 4.10(C) (ACP test).
As of the Final 401(k) Regulations Effective
Date, the Employer in its Adoption Agreement may
elect to test Enhanced Matching Contributions
using Current Year Testing or Prior Year Testing.
Prior to the Final 401(k) Regulations Effective
Date, the Employer was limited to Current Year
Testing under Notice 98-52.



     (11) Application to other allocations/testing.
Except as the Employer otherwise elects in
Appendix B and as described below as to permitted
disparity, any Safe Harbor Nonelective
Contributions will be applied toward (offset) any
other allocation to a Participant of a non-Safe
Harbor Nonelective Contribution. An Employer
electing to apply the general nondiscrimination
test under Section 4.06(C), may include Safe
Harbor Nonelective Contributions in applying the
general test. An Employer which has elected in
its Adoption Agreement to apply permitted
disparity in allocating the Employer’s
Nonelective Contributions made in addition to
Safe Harbor Nonelective Contributions may not
include within the permitted disparity formula
allocation any of the Employer’s Safe Harbor
Nonelective Contributions.



     (12) Contribution to another plan. An
Employer in its Adoption Agreement may elect to
make the Safe Harbor Contribution to another
Defined Contribution Plan the Employer maintains
provided: (a) this Plan and the other plan have
the same Plan Years; (b) each Participant
eligible for Safe Harbor Contributions under this
Plan is eligible to participate in the other
plan; and (c) the other plan provides that 100%
vesting and the distribution restrictions under
Section 6.01(C)(4)(b) apply to the Safe Harbor
Contribution Account maintained within the other
plan. An Employer cannot apply any Safe Harbor
Contributions to satisfy the 401(k) safe harbor
requirements in more than one plan.


(F) Additional Matching Contributions. The
Employer in its Adoption Agreement may elect to
make Additional Matching Contributions to its
safe harbor Plan under this Section 3.05(F).




     (1) Definition of Additional Matching
Contributions. Additional Matching Contributions
are Fixed or Discretionary Matching
Contributions(“Fixed Additional Matching
Contributions” or “Discretionary Additional
Matching Contributions”) the Employer makes to
its Safe Harbor 401(k) Plan (including a Safe
Harbor 401(k) Plan the Employer elected into
during the Plan Year under Section 3.05(I)(1))
and are not Safe Harbor Matching Contributions.
Additional Matching Contributions are in
addition to whatever type of Safe Harbor
Contributions the Employer makes to satisfy the
ADP test safe harbor under Section 3.05(E). If
the Employer under Section 3.05(I)(1) does not
elect into the safe harbor as of a Plan Year,
any Matching Contributions for that Plan Year
are not Additional Matching Contributions and as
such cannot qualify for the ACP test safe
harbor.




© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan




     (2) Safe harbor or testing. The Employer in
its Adoption Agreement must elect whether to
subject the Additional Matching Contributions to
the ACP test safe harbor requirements of Section
3.05(G), or for the Plan Administrator to test
the Additional Matching Contributions (and any
Safe Harbor Matching Contribution) for
nondiscrimination under Section 4.10(C) (ACP
test). If the Employer under section 3.05(I)(1)
elects during the Plan Year to become a Safe
Harbor 401(k) Plan, any Additional Matching which
satisfies the ACP test safe harbor requirements
is not subject to the ACP test. As of the Final
401(k) Regulations Effective Date, the Employer
in its Adoption Agreement may elect to test
Additional Matching Contributions (and any Safe
Harbor Matching Contribution) using Current Year
Testing or Prior Year Testing. Prior to such
Final 401(k) Regulations Effective Date, the
Employer was limited to Current Year Testing
under Notice 98-52.



     (3) Eligibility, vesting, allocation
conditions and distributions. The Employer must
elect in its Adoption Agreement the eligibility
conditions, vesting schedule, allocation
conditions and distribution provisions applicable
to the Employer’s Additional Matching
Contributions. To satisfy the ACP safe harbor
under Section 3.05(G), effective as of the Final
401(k) Regulations Effective Date, any allocation
conditions the Employer otherwise elects in its
Adoption Agreement do not apply to Additional
Matching Contributions. However, regardless of
whether the Employer elects to treat the
Additional Matching Contributions as being
subject to the ACP test safe harbor, the Employer
may elect: (a) to apply a vesting schedule to the
Additional Matching Contributions; and (b) to
treat the Additional Matching Contributions
Account as not subject to the distribution
restrictions under Section 6.01(C)(4)(b). If the
Employer wishes to apply the ACP test safe harbor
to Additional Matching Contributions, the
Employer must not elect eligibility conditions
applicable to the Additional Matching
Contribution which exceed age 21 and one Year of
Service and the Employer must elect eligibility
conditions which are the same as it elects for
the Safe Harbor Contribution.



     (4) Time period for
computing/contributing Additional Matching
Contributions.



          (a) Computation. The Employer in its
Adoption Agreement must elect the applicable time
period for computing the Employer’s Additional
Matching Contributions. If the Employer fails to
so elect, the Employer is deemed to have elected
to compute its Additional Matching Contribution
based on the Plan Year.




          (b) Contribution deadline. This Section
3.05(F)(4)(b) applies if the Employer in its
Adoption Agreement elects to apply the ACP test
safe harbor under Section 3.05(G) to its
Additional Matching Contributions. If the
Employer elects to compute its Additional
Matching Contribution based on a time period
which is less than the Plan Year, the Employer
must contribute the Additional Matching
Contributions to the Plan no later than the end
of the Plan Year quarter which follows the
quarter in which the Elective Deferral that gave
rise to the Additional Matching Contribution was
made. If the Employer fails to contribute by the
foregoing deadline, the Employer will correct the
operational failure by contributing the
Additional Matching Contribution as soon as is
possible and will also contribute Earnings on
the Contribution. See Section 7.08. If the
Employer elects to apply the ACP test safe harbor
and elects the Plan Year as the time period for
computing the Additional Matching Contribution,
the Employer must contribute the Additional
Matching Contribution to the Plan no later than
twelve months after the end of the Plan Year to
which the Additional Matching Contribution is
allocated.



(G) ACP test safe harbor. The Employer in its
Adoption Agreement will elect whether (i) to
apply the amount limitations under this Section
3.05(G) in order to comply with the ACP test safe
harbor as described in this Section 3.05(G); or
(ii) the Plan Administrator must test all
Matching Contributions unless the Plan’s only
Matching Contribution is a Basic Matching
Contribution. If the Employer elects to test, the
Employer will elect whether to perform the ACP
test using Current Year or Prior Year Testing.
Prior to the Final 401(k) Regulations Effective
Date, the Employer was limited to Current Year
Testing under Notice 98-52.




     (1) Amount limitations. Under the ACP test
safe harbor: (a) the Employer may not make
Matching Contributions as to a Participant’s
Elective Deferrals which exceed 6% of the
Participant’s Plan Year Compensation; (b) the
amount of any Discretionary Additional Matching
Contribution allocated to any Participant may
not exceed 4% of the Participant’s Plan Year
Compensation; (c) the rate of Matching
Contributions may not increase as the rate of
Elective Deferrals increases; and (d) an HCE may
not receive a rate of match greater than any
NHCE (taking into account HCE aggregation under
Section 4.10(C)(6)). Requirement (d) does not
apply prior to the Final 401(k) Regulations
Effective Date, where such requirement is failed
due to the application of Section 3.06
allocation conditions.



     (2) No partial ACP test safe harbor. If the
Employer’s Plan has more than one Matching
Contribution formula, each Matching Contribution
formula must satisfy the ACP test safe harbor or
the Plan Administrator must test all of the
Employer’s Matching Contributions together under
Section 4.10(C) (ACP test).



     (3) Employee Contributions. If the Employer
in its Adoption Agreement has elected to permit
Employee Contributions under the Plan: (a) any
Employee Contributions do not satisfy the ACP
test safe harbor and the Plan Administrator must
test the Employee Contributions under Section
4.10(C) (ACP test) using Current Year Testing or
Prior Year Testing as the
Employer elects in its Adoption Agreement; and
(b) if the Employer in its Adoption Agreement
elects to match the Employee Contributions, the
Plan Administrator in applying the 6% amount
limit in Section 3.05(G)(1) must aggregate a
Participant’s Elective Deferrals and Employee
Contributions which are subject to the 6% limit.
Prior to the Final 401(k) Regulations Effective
Date, the Employer was limited to Current Year
Testing under Notice 98-52.


(H) Safe Harbor Notice. The Plan Administrator
must provide a safe harbor notice to each
Participant a reasonable period prior to each
Plan Year for which the Employer in its Adoption
Agreement has elected to apply the safe harbor
provisions.




     (1) Deemed reasonable notice. The Plan
Administrator is deemed to provide timely
notice if the




© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan



Plan Administrator provides the safe harbor
notice at least 30 days and not more than 90
days prior to the beginning of the safe
harbor Plan Year.




     (2) Mid-year notice/new Participant or Plan.
If: (a) an Employee becomes eligible to
participate in the Plan during a safe harbor Plan
Year, but after the Plan Administrator has
provided the annual safe harbor notice for that
Plan Year; (b) the Employer adopts mid-year a new
Safe Harbor 401(k) Plan; or (c) the Employer
amends mid-year its existing Profit Sharing Plan
to add a 401(k) feature and also elects safe
harbor status, the Plan Administrator must
provide the safe harbor notice a reasonable
period (with 90 days being deemed reasonable)
prior to and no later than the Employee’s Entry
Date.



     (3) Content. The safe harbor notice must
provide comprehensive information regarding the
Participants’ rights and obligations under the
Plan and must be written in a manner calculated
to be understood by the average Participant. The
Plan Administrator’s notice must satisfy the
content requirements of Treas. Reg.
§1.401(k)-3(d).



     (4) Election following notice. A Participant
may make or modify a Salary Reduction Agreement
under the Employer’s Safe Harbor 401(k) Plan for
30 days following receipt of the safe harbor
notice, or if greater, for the period the Plan
Administrator specifies in the Salary Reduction
Agreement.



     (5) Notice failure. If the Plan
Administrator for any Plan Year fails to give a
timely safe harbor notice or gives a notice which
does not satisfy the safe harbor notice content
requirements, the Plan is not a Safe Harbor
401(k) Plan for that Plan Year and the Plan
Administrator will test the Plan Year Elective
Deferrals and Matching Contributions, if any,
under Sections 4.10(B) and (C). In such event,
notwithstanding the Plan’s failure to attain safe
harbor status, any Adoption Agreement elections
related to the Safe Harbor Contributions continue
to apply unless and until the Employer amends the
Plan.
Notwithstanding the foregoing, if the Employer
corrects the safe harbor notice failure under
Section 7.08, the Plan is a Safe Harbor 401(k)
Plan for the applicable Plan Year.


(I) Mid-Year Changes in Safe Harbor Status.




     (1) Contingent (“maybe”) notice and
supplemental notice-delayed election of Safe
Harbor Nonelective Contributions. The Employer
during any Plan Year may elect for its Plan to
become a Safe Harbor 401(k) Plan under this
Section 3.05(I)(1) for that Plan Year, provided:
(i) the Plan is using Current Year Testing; (ii)
the Employer amends the Plan to add the safe
harbor provisions not later than 30 days prior to
the end of the Plan Year and to apply the safe
harbor provisions for the entire Plan Year; (iii)
the Employer elects to satisfy the Safe Harbor
Contribution requirement using the Safe Harbor
Nonelective Contribution; and (iv) the Plan
Administrator provides a notice (“maybe notice”)
to Participants prior to the beginning of the
Plan Year for which the safe harbor amendment may
become effective, that the Employer later may
elect to become a Safe Harbor 401(k) Plan for
that Plan Year using the Safe Harbor Nonelective
Contribution and that if the Employer does so,
the Plan Administrator will provide a
supplemental notice to Participants at least 30
days prior to the end of that Plan Year informing
Participants of the
Employer’s election to provide the Safe Harbor
Nonelective Contribution for that Plan Year. The
Employer elects into the safe harbor by timely
giving the supplemental notice and by amending
the Plan as described above. Except as otherwise
specified, the Participant notices described in
this Section 3.05(I)(1) also must satisfy the
requirements applicable to safe harbor notices
under Section 3.05(H).



          (a) Effect on Additional Matching
Contributions. If the Employer gives a maybe
notice under this Section 3.05(I)(1), and then
gives the supplemental notice electing into the
ADP test safe harbor for the Plan Year, any
Additional Matching Contribution the Employer
elects in its Adoption Agreement will be subject
to the ACP test safe harbor or will be subject to
testing under Section 4.10(C) (ACP test) using
Current Year Testing, based on the Employer’s
Adoption Agreement elections relating to the
Additional Matching Contributions. If the
Employer does not give a supplemental notice, any
Matching Contributions are not Additional
Matching Contributions in that Plan Year and the
Plan Administrator will test all such Matching
Contributions under Section 4.10(C) (ACP test)
using Current Year Testing.




     (2) Exiting safe harbor matching. The
Employer may amend its Safe Harbor 401(k) Plan
during a Plan Year to reduce or eliminate
prospectively, any or all Safe Harbor Matching
Contributions or Additional Matching
Contributions, provided: (a) the Plan
Administrator provides a notice to the
Participants which explains the effect of the
amendment, specifies the amendment’s Effective
Date and informs Participants they will have a
reasonable opportunity to modify their Salary
Reduction Agreements, and if applicable, Employee
Contributions; (b) Participants have a reasonable
opportunity and period prior to the Effective
Date of the amendment to modify
their Salary Reduction Agreements, and if
applicable, Employee Contributions; and (c) the
amendment is not effective earlier than the later
of: (i) 30 days after the Plan Administrator
gives notice of the amendment; or (ii) the date
the Employer adopts the amendment. An Employer
which amends its Safe Harbor 401(k) Plan to
eliminate or reduce the any Matching Contribution
under this Section 3.05(I)(2), effective during
the Plan Year, must continue to apply all of the
safe harbor requirements of this Section 3.05
until the amendment becomes effective and also
must apply for the entire Plan Year, using
Current Year Testing, the nondiscrimination test
under Section 4.10(B) (ADP test) and the
nondiscrimination test under Section 4.10(C) (ACP
test). However, any Employer which eliminates
only an Additional Matching Contribution does not
need to test under the ADP test provided that the
Plan still satisfies the ADP test safe harbor.



     (3) Amendment of non-401(k) Plan into safe
harbor status. An Employer maintaining a Profit
Sharing Plan or pre-ERISA Money Purchase Pension
Plan, during a Plan Year, may amend prospectively
its Plan to become a Safe Harbor 401(k) Plan
provided: (a) the Employer’s Plan is not a
Successor Plan; (b) the Participants may make
Elective Deferrals for at least 3 months during
the Plan Year; (c) the Plan Administrator
provides the safe harbor notice described in
Section 3.05(H) a reasonable time prior to and
not later than the Effective Date of the 401(k)
arrangement; and (d) the Plan commencing on the
Effective Date of the amendment (or such earlier
date as the Employer will




© 2008 Bank of Oklahoma, N.A.





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Defined Contribution Prototype Plan



specify in its Adoption Agreement), satisfies all of the safe harbor requirements of this Section
3.05.




     (4) New Plan/new Employer. An Employer (including a new Employer) may establish a new Safe
Harbor 401(k) Plan which is not a Successor Plan, provided; (a) the Plan Year is at least 3 months
long; (b) the Plan Administrator provides the safe harbor notice described in Section 3.05(H) a
reasonable time prior to and not later than the Effective Date of the Plan; and (c) the Plan
commencing on the Effective Date of the Plan satisfies all of the safe harbor requirements of this
Section 3.05. If the Employer is new, the Plan Year may be less than 3 months provided the Plan is
in effect as soon after the Employer is established as it is administratively feasible for the
Employer to establish the Plan.



     (5) Plan termination. An Employer may terminate its Safe Harbor 401(k) Plan mid-Plan Year in
accordance with Article XI and this Section 3.05(I)(5).



          (a) Acquisition/disposition or substantial business hardship. If the Employer terminates its
Safe Harbor 401(k) Plan resulting in a short Plan Year, and the termination is on account of an
acquisition or disposition transaction described in Code §410(b)(6)(C), or if termination is on
account the Employer’s substantial business hardship, within the meaning of Code §412(d), the Plan
remains a Safe Harbor 401(k) Plan for the short Plan Year provided that the Employer satisfies this
Section 3.05 through the Effective Date of the Plan termination.




          (b) Other termination. If the Employer terminates its Safe Harbor 401(k) Plan for any reason
other than as described in Section 3.05(I)(5)(a), and the termination results in a short Plan Year,
the Employer must conduct the termination under the provisions of Section 3.05(I)(2), except that
the Employer need not provide Participants with the right to change their Salary Reduction
Agreements.




     3.06 ALLOCATION CONDITIONS. The Employer in its Adoption Agreement will elect the allocation
conditions, if any, which the Plan Administrator will apply in allocating Employer Contributions
(except for those contributions described below) and in allocating forfeitures allocated as an
Employer Contribution under the Plan.


(A) Contributions Not Subject to Allocation Conditions. The Employer may not elect to impose any allocation conditions on: (1) Elective
Deferrals; (2) Safe Harbor Contributions; (3) commencing as of the Final 2004 401(k) Regulations
Effective Date, Additional Matching Contributions to which the Employer elects to apply the ACP
test safe harbor; (4) Employee Contributions; (5) Rollover Contributions; (6) Designated IRA
Contributions; (7) SIMPLE Contributions; or (8) Prevailing Wage Contributions, except as may be
required by the Prevailing Wage Contract. The Plan Administrator also may elect under Sections
3.03(C)(2) and 3.04(C)(2), not to apply to any Operational QMAC or Operational QNEC any allocation
conditions otherwise applicable to Matching Contributions (including QMACs) or to Nonelective
Contributions (including QNECs).



(B) Conditions. The Employer in its Adoption Agreement may elect to impose allocation conditions
based on Hours of Service or employment at a specified time (or both), in accordance with this
Section 3.06(B). The Employer may elect to impose different allocation conditions to different
Employer Contribution Types under the Plan. A Participant does not accrue an Employer Contribution
or forfeiture allocated as an Employer Contribution with respect to a Plan Year or other applicable
period, until the Participant satisfies the allocation conditions for that Employer Contribution
Type.




     (1) Hours of Service requirement. Except as required to satisfy the Top-Heavy Minimum
Allocation, the Plan Administrator will not allocate any portion of an Employer Contribution for a
Plan Year to any Participant’s Account if the Participant does not complete the applicable minimum
Hours of Service (or consecutive calendar days of employment under the Elapsed Time Method)
requirement the Employer specifies in its Adoption Agreement for the relevant period.



          (a) 1,000 HOS in Plan Year/other HOS requirement. The Employer in its Nonstandardized Plan or
Volume Submitter Plan may elect to require a Participant to complete: (i) 1,000 Hours of Service
during the Plan Year (or to be employed for at least 182 consecutive calendar days under the
Elapsed Time Method); (ii) a specified number of Hours of Service during the Plan Year which is
less than 1,000 Hours of Service; or (iii) a specified number of Hours of Service within the time
period the Employer elects in its Adoption Agreement, but not exceeding 1,000 Hours of Service in a
Plan Year.




          (b) 501 HOS/terminees. The Employer in its Adoption Agreement may elect to require a
Participant to complete during a Plan Year 501 Hours of Service (or to be employed for at least 91
consecutive calendar days under the Elapsed Time Method) to share in the allocation of Employer
Contributions for that Plan Year where the Participant is not employed by the Employer on the last
day of that Plan Year, including the Plan Year in which the Employer terminates the Plan.




          (c) Short Plan Year or allocation period. This Section 3.06(B)(1)(c) applies to any Plan Year
or to any other allocation time period under the Adoption Agreement which is less than 12 months,
where in either case, the Employer creates a short allocation period on account of a Plan
amendment, the termination of the Plan or the adoption of the Plan with an initial short Plan Year.
In the case of any short allocation period, the Plan Administrator will prorate any Hour of Service
requirement based on the number of days in the short allocation
period divided by the number of days in the normal allocation period, using 365 days in the case of
Plan Year allocation period. The Employer in Appendix B may elect not to pro-rate Hours of Service
in any short allocation period or to apply a monthly pro-ration method.




     (2) Last day requirement.



          (a) Standardized Plan. If the Plan is a Standardized Plan, a Participant who is employed by
the Employer on the last day of a Plan Year will share in the allocation of Employer Contributions
for that Plan Year without regard to the Participant’s Hours of Service completed during that Plan
Year.




          (b) Nonstandardized or Volume Submitter Plan. The Employer in its Nonstandardized Plan or




© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan



Volume Submitter Plan may elect to require a Participant to be employed by the Employer on the last
day of the Plan Year or other specified period or on a specified date. If the Plan is a
Nonstandardized or Volume Submitter Money Purchase Pension Plan or Target Benefit Plan, the Plan
expressly conditions Employer Contribution allocations on a Participant’s employment with the
Employer on the last day of the Plan Year for the Plan Year in which the Employer terminates or
freezes the Plan, even if the Employer in its Adoption Agreement did not elect the “last day of the
Plan Year” allocation condition.



(C) Time Period. The Employer in its Adoption Agreement will elect the time period to which the
Plan Administrator will apply any allocation condition. The Employer may elect to apply the same
time period to all Contribution Types or to elect a different time period based on Contribution
Type.



(D) Death, Disability or Normal Retirement Age. The Employer in its Adoption Agreement will elect
whether any elected allocation condition applies or is waived for a Plan Year if a Participant
incurs a Separation from Service during the Plan Year on account of the Participant’s death,
Disability or attainment of Normal Retirement Age in the current Plan Year or on account of the
Participant’s Disability or attainment of Normal Retirement Age in a prior Plan Year. The
Employer’s election may be based on Contribution Type or may apply to all Contribution Types.



(E) No Other Conditions. In allocating Employer Contributions under the Plan, the Plan
Administrator will not apply any other allocation conditions except those the Employer elects in
its Adoption Agreement or otherwise as the Plan may require.



(F) Suspension of Allocation Conditions in a Nonstandardized or Volume Submitter Plan. The Employer
in its Nonstandardized Plan or Volume Submitter Plan will elect whether to apply the suspension
provisions of this Section 3.06(F). If: (i) Section 3.06(F) applies; (ii) the Plan (or any
component part of the Plan) in any Plan Year must perform coverage testing; and (iii) the Plan (or
component part of the Plan) fails to satisfy coverage under the ratio percentage test under Treas.
Reg. §1.410(b)-2(b)(2), the Plan suspends for that Plan Year any Plan (or component part of the
Plan) allocation conditions in accordance with this Section 3.06(F). If the Plan Administrator must
perform coverage testing, the Administrator will apply testing separately as required to each
component part of the Plan after applying the aggregation and disaggregation rules under Treas.
Reg. §§1.410(b)—6 and —7.




     (1) No average benefit test. If the Employer elects to apply this Section 3.06(F), the Plan
Administrator may not apply the average benefit test under Treas. Reg. §1.410(b)-2(b)(3), to
determine satisfaction of coverage or to correct a coverage failure, as to the Plan or to the
component part of the Plan to which this Section 3.06(F) applies, unless the Plan or component
still fails coverage after application of this Section 3.06(F). The restriction in this Section
3.06(F)(1) does not apply as to application of the average benefit test in performing
nondiscrimination testing.



     (2) Methodology. If this Section 3.06(F) applies for a Plan Year, the Plan Administrator, in
the manner described herein, will suspend the allocation conditions for the NHCEs who are included
in the coverage test and who are Participants in the Plan (or component part of the Plan) but who
are not benefiting thereunder (within the meaning of Treas. Reg. §1.410(b)-3), such that enough
additional NHCEs are benefiting under the Plan (or component part of the Plan) to pass coverage
under the ratio percentage test. The ordering of suspension of allocation conditions is in the
following priority tiers and if more than one NHCE in any priority tier satisfies the conditions
for suspension (but all are not needed to benefit to pass coverage), the Plan Administrator will
apply the suspension beginning first with the NHCE(s) in that suspension tier with the lowest
Compensation during the Plan Year:



          (a) Last day. Those NHCE(s) employed by the Employer on the last day of the Plan Year, without
regard to the number of Hours of Service in the Plan Year. If necessary to pass coverage, the Plan
Administrator then will apply Section 3.06(F)(2)(b).




          (b) Latest Separation. Those NHCE(s) who have the latest Separation from Service date during
the Plan Year, without regard to the number of Hours of Service in the Plan Year. If necessary to pass
coverage, the Plan Administrator then will apply Section 3.06(F)(2)(c).




          (c) Most Hours of Service (more than 500). Those NHCE(s) with the greatest number of Hours of
Service during the Plan Year but who have more than 500 Hours of Service.




     (3) Appendix B. The Employer in Appendix B may elect a different order of the suspension
tiers, may elect to use Hours of Service (in lieu of Compensation) as a tiebreaker within any tier
or may elect additional or other suspension tiers which are objective and not subject to Employer
discretion.



     (4) Separate Application to Nonelective and Matching. If applicable under the Plan, the
Employer in its Adoption Agreement will elect whether to apply this Section 3.06(F): (a) to both
Nonelective Contributions and to Matching Contributions if both components fail the ratio
percentage test; (b) only to Nonelective Contributions if this component fails the ratio percentage
test; or (c) only to Matching Contributions if this component fails the ratio percentage test.


(G) Conditions Apply to Re-Hired Employees. If a Participant incurs a Separation from Service and
subsequently is re-hired and resumes participation in the same Plan Year as the Separation from
Service or in any subsequent Plan Year, the allocation conditions under this Section 3.06, if any,
continue to apply to the re-hired Employee/Participant in the Plan Year in which he/she is
re-hired, unless the Employer elects otherwise in Appendix B.




     3.07 FORFEITURE ALLOCATION. The amount of a Participant’s Account forfeited under the Plan is
a Participant forfeiture. The Plan Administrator, subject to Section 3.06 as applicable, will
allocate Participant forfeitures at the time and in the manner the Employer specifies in its
Adoption Agreement.



© 2008 Bank of
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Defined Contribution Prototype Plan



(A) Allocation Method. The Employer in its Adoption Agreement must specify the method the Plan
Administrator will apply to allocate forfeitures.




     (1) 401(k) forfeiture source. If the Plan is a 401(k) Plan, the Employer in its Adoption
Agreement may elect a different allocation method based on the forfeiture source (from Nonelective
Contributions or from Matching Contributions) or may elect to apply the same allocation method to
all forfeitures.



          (a) Attributable to Matching. A Participant’s forfeiture is attributable to Matching
Contributions if the forfeiture is: (i) from the non-Vested portion of a Matching Contribution
Account forfeited in accordance with Section 5.07 or, if applicable, Section 7.07; (ii) a
non-Vested Excess Aggregate Contribution (including Allocable Income) forfeited in correcting for
nondiscrimination failures under Section 4.10(C); or (iii) an Associated Matching Contribution.




          (b) Definition of Associated Matching Contribution. An Associated Matching Contribution
includes any Vested or non-Vested Matching Contribution (including Allocable Income) made as to
Elective Deferrals or Employee Contributions the Plan Administrator distributes under Section
4.01(E) (Excess Amount), Section 4.10(A) (Excess Deferrals), Section 4.10(B) (ADP test), Section
4.10(C) (ACP test) or Section 7.08 relating to Plan correction.




          (c) Forfeiture or distribution of Associated Match. An Employee forfeits an Associated
Matching Contribution unless the Matching Contribution is a Vested Excess Aggregate Contribution
distributed in accordance with Section 4.10(C) (ACP test). A forfeiture under this Section
3.07(A)(1)(c) occurs in the Plan Year following the Testing Year (unless the Employer in Appendix B
elects that the forfeiture occurs in the Testing Year) and the forfeiture is allocated in the Plan
Year described in Section 3.07(B). See Section 3.07(B)(1) as to nondiscrimination testing of
allocated forfeitures. In the event of correction under Section 7.08 resulting in forfeiture of
Associated Matching Contributions, the forfeiture occurs in the Plan Year of correction.




     (2) Application of “reduce” option/excess forfeitures. If the Employer elects to allocate
forfeitures to reduce Nonelective or Matching Contributions and the allocable forfeitures for the
forfeiture allocation Plan Year described in Section 3.07(B) exceed the amount of the applicable
contribution for that Plan Year to which the Plan Administrator would apply the forfeitures (or
there are no applicable contributions under the Plan), the Plan Administrator will allocate the
remaining forfeitures in the forfeiture allocation Plan Year. In such event, the Plan Administrator
will allocate the remaining forfeitures as an additional Discretionary Nonelective Contribution or
as a Discretionary Matching Contribution, as the Plan Administrator determines.



     (3) Plan expenses. If the Employer in its Adoption Agreement elects to apply forfeitures to
the payment of Plan expenses under Section 7.04(C), which for this purpose may also include any
Earnings on the forfeitures, the Employer must elect a secondary allocation method so that if the forfeitures exceed the Plan’s
expenses, the Plan Administrator will apply any remaining forfeitures under the secondary method
the Employer has elected in its Adoption Agreement.



     (4) Safe harbor-top-heavy exempt fail-safe. If the Employer has a Safe Harbor 401(k) Plan
which otherwise qualifies for exemption from the top-heavy requirements of Article X, the Employer
in its Adoption Agreement may elect to limit the allocation of all Plan forfeitures in such a
manner as to avoid inadvertent application of the top-heavy requirements on account of a forfeiture
allocation. If the Employer in its Adoption Agreement elects this “fail-safe” provision, the Plan
Administrator will allocate forfeitures in the following order of priority: (a) first to reduce
Safe Harbor Contributions; (b) then to reduce Fixed Additional Matching Contributions if any, which
satisfy the ACP test safe harbor under Section 3.05(G); (c) then as Discretionary Additional
Matching Contributions which satisfy the ACP safe harbor (without regard to whether the Employer in
its Adoption Agreement has elected Discretionary Additional Matching Contributions); and (d) then
to pay Plan expenses. If the Employer elects to allocate forfeitures under this Section 3.07(A)(4),
the Plan Administrator will apply this Section 3.07(A)(4) regardless of whether the Employer in any
Plan Year actually satisfies all conditions necessary for the Plan to be top-heavy exempt. The
Employer in Appendix B may elect to alter the forfeiture allocation ordering rules of this Section
3.07(A)(4).



     (5) No allocation to Elective Deferral Accounts. The Plan Administrator will not allocate
forfeitures to any Participant’s Elective Deferral Account, including his/her Roth Deferral
Account.



     (6) Allocation under classifications. If the Employer in its Adoption Agreement has elected to
allocate its Nonelective Contributions based on classifications of Participants, the Plan
Administrator will allocate any forfeitures which under the Plan are allocated as additional
Nonelective Contributions: (a) first to each classification pro rata in relation to the Employer’s
Nonelective Contribution to that classification for the forfeiture allocation Plan Year described
in Section 3.07(B); and (b) second, the total amount of forfeitures allocated to each
classification under (a) are allocated in the same manner as are the Nonelective Contributions to
be allocated to that classification.


(B) Timing (forfeiture allocation Plan Year). The Employer in its Adoption Agreement must elect as
to forfeitures occurring in a Plan Year, whether the Plan Administrator will allocate the
forfeitures in the same Plan Year in which the forfeitures occur or will allocate the forfeitures
in the Plan Year which next follows the Plan Year in which the forfeitures occur. See Sections
3.07(A)(1)(c), 5.07 and 7.07 as to when a forfeiture occurs.




     (1) 401(k) Plans/allocation timing and retesting. If the Plan is a 401(k) Plan, the Employer
may elect different allocation timing based on the forfeiture source (from Nonelective
Contributions or from Matching Contributions) or may elect to apply the same allocation timing to
all forfeitures. If the 401(k) Plan is subject to the ACP test and allocates any forfeiture as a
Matching Contribution, the following re-testing rules apply. If, under the Plan, the Plan
Administrator will allocate the forfeiture in the same Plan Year in which the forfeiture occurs,
the Plan Administrator will not re-run the ACP test. If the Plan Administrator allocates the
forfeiture in the Plan Year which follows the Plan Year in which the forfeiture



© 2008 Bank of
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Defined Contribution Prototype Plan



occurs, the Plan Administrator will include the allocated forfeiture in the ACP test for the forfeiture allocation Plan Year. If the Plan allocates any
forfeiture as a Nonelective Contribution, the allocation, in the forfeiture allocation Plan Year,
is subject to any nondiscrimination testing which applies to Nonelective Contributions for that
Plan Year.




     (2) Contribution amount and timing not relevant. The forfeiture allocation timing rules in
this Section 3.07(B) apply irrespective of when the Employer makes its Employer Contribution for
the forfeiture allocation Plan Year, and irrespective of whether the Employer makes an Employer
Contribution for that Plan Year.


(C) Administration of Account Pending/Incurring Forfeiture. The Plan Administrator will continue to
hold the undistributed, non-Vested portion of the Account of a Participant who has incurred a
Separation from Service solely for his/her benefit until a forfeiture occurs at the time specified
in Section 5.07 or if applicable, until the time specified in Section 7.07.



(D) Participant Does Not Share in Own Forfeiture. A Participant will not share in the allocation of
a forfeiture of any portion of his/her Account, even if the Participant otherwise is entitled to an
allocation of Employer Contributions and forfeitures in the forfeiture allocation Plan Year
described in Section 3.07(B). If the forfeiting Participant is entitled to an allocation of
Employer Contributions and forfeitures in the forfeiture allocation Plan Year, the Plan
Administrator only will allocate to the Participant a share of the allocable forfeitures
attributable to other forfeiting Participants.



(E) Plan Merger. In the event that the Employer merges another plan into this Plan, and does not
fully vest upon merger the participant accounts in the merging plan, the Plan Administrator will
allocate any post-merger forfeitures attributable to the merging plan in accordance with the Employer’s elections in its
Adoption Agreement. The Employer may elect to limit any such forfeiture allocation only to those
Participants who were also participants in the merged plan, but in the absence of such an election,
all Participants who have satisfied any applicable allocation conditions under Section 3.06 will
share in the forfeiture allocation.




     3.08 ROLLOVER CONTRIBUTIONS. The Plan Administrator will apply this Section 3.08 in
administering Rollover Contributions to the Plan, if any.


(A) Policy Regarding Rollover Acceptance. The Plan Administrator, operationally and on a
nondiscriminatory basis, may elect to permit or not to permit Rollover Contributions to this Plan
or may elect to limit an Eligible Employee’s right or a Participant’s right to make a Rollover
Contribution. The Plan Administrator also may adopt, amend or terminate any policy regarding the
Plan’s acceptance of Rollover Contributions.




     (1) Rollover documentation. If the Plan Administrator permits Rollover Contributions, any
Participant (or as applicable, any Eligible Employee), with the Plan Administrator’s written
consent and after filing with the Plan Administrator the form prescribed by the Plan Administrator,
may make a Rollover Contribution to the Trust. Before accepting a Rollover Contribution, the Plan
Administrator may require a Participant (or Eligible Employee) to furnish satisfactory evidence the proposed transfer is in fact a “rollover
contribution” which the Code permits an employee to make to a qualified plan.



     (2) Declination/related expense. The Plan Administrator, in its sole discretion, may decline
to accept a Rollover Contribution of property which could: (a) generate unrelated business taxable
income; (b) create difficulty or undue expense in storage, safekeeping or valuation; or (c) create
other practical problems for the Plan or Trust. The Plan Administrator also may accept the Rollover
Contribution on condition that the Participant’s or Employee’s Account is charged with all expenses
associated therewith.


(B) Limited Testing. A Rollover Contribution is not an Annual Addition under Section 4.05(A) and is
not subject to nondiscrimination testing except as a “right or feature” within the meaning of
Treas. Reg. §1.401(a)(4)-4.



(C) Pre-Participation Rollovers. If an Eligible Employee makes a Rollover Contribution to the Trust
prior to satisfying the Plan’s eligibility conditions or prior to reaching his/her Entry Date, the
Plan Administrator and Trustee must treat the Employee as a limited Participant (as described in
Rev. Rul. 96-48 or in any Applicable Law). A limited Participant does not share in the Plan’s
allocation of Employer Contributions nor Participant forfeitures and may not make Elective
Deferrals if the Plan is a 401(k) Plan, until he/she actually becomes a Participant in the Plan. If
a limited Participant has a Separation from Service prior to becoming a Participant in the Plan,
the Trustee will distribute his/her Rollover Contributions Account to him/her in accordance with
Section 6.01(A).



(D) May Include Employee Contributions and Roth Deferrals. A Rollover Contribution may include
Employee Contributions and Roth Deferrals made to another plan, as adjusted for Earnings. In the
case of Employee Contributions: (1) such amounts must be directly rolled over into this Plan from
another plan which is qualified under Code §401(a); and (2) the Plan must account separately for
the Rollover Contribution, including the Employee Contribution and the Earnings thereon. In the
case of Roth Deferrals: (1) such amounts must be directly rolled over into this Plan from another
plan which is qualified under Code §401(a) or from a 403(b) plan; (2) the Plan must account
separately for the Rollover Contribution, including the Roth Deferrals and the Earnings thereon;
and (3) as to rollovers which occur on or after April 30, 2007, this Plan must be a 401(k) Plan
which permits Roth Deferrals.




     3.09 EMPLOYEE CONTRIBUTIONS. An Employer must elect in its Adoption Agreement whether to
permit Employee Contributions. If the Employer elects to permit Employee Contributions, the
Employer also must specify in its Adoption Agreement any limitations which apply to Employee
Contributions. If the Employer permits Employee Contributions, the Plan Administrator operationally
will determine if a Participant will make Employee Contributions through payroll deduction or by
other means.


(A) Testing. Employee Contributions must satisfy the nondiscrimination requirements of Section
4.10(C) (ACP test).




© 2008 Bank of
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Defined Contribution Prototype Plan



(B) Matching. The Employer in its Adoption Agreement must elect whether the Employer will make
Matching Contributions as to any Employee Contributions and, as applicable, the matching formula.
Any Matching Contribution must satisfy the nondiscrimination requirements of Section 4.10(C) (ACP
test), unless the Matching Contributions satisfy the ACP test safe harbor under a Safe Harbor
401(k) Plan.




     3.10 SIMPLE 401(k) CONTRIBUTIONS. The Employer in its Adoption Agreement may elect to apply to
its Plan the SIMPLE 401(k) provisions of this Section 3.10 if the Employer is eligible under
Section 3.10(B). The provisions of this Section 3.10 apply to an electing Employer notwithstanding
any contrary provision in the Plan.


(A) Plan Year. An Employer electing to apply this Section 3.10 must have a 12 month calendar year
Plan Year except that in the case of an Employer adopting a new SIMPLE 401(k) Plan, the Employer
must adopt the Plan no later than October 1 with a calendar year Plan Year of at least 3 months.



(B) Eligible Employer. An Employer may elect to apply this Section 3.10 if: (i) the Plan Year is
the calendar year; (ii) the Employer (including Related Employers under Section 1.23(C)) has no
more than 100 Employees who received Compensation of at least $5,000 in the immediately preceding
calendar year; and (iii) the Employer (including Related Employers under Section 1.23(C)) does not
maintain any other plan as described in Code §219(g)(5), to which contributions were made or under
which benefits were accrued for Service by an Eligible Employee in the Plan Year to which the
SIMPLE 401(k) provisions apply.




     (1) Loss of eligible employer status. If an electing Employer fails for any subsequent
calendar year to satisfy all of the Section 3.10(B) requirements, including where the Employer is
involved in an acquisition, disposition or similar transaction under which the Employer satisfies
Code §410(b)(6)(C)(i), the Employer remains eligible to maintain the SIMPLE 401(k) Plan for two
additional calendar years following the last year in which the Employer satisfied the requirements.


(C) Compensation. For purposes of this Section 3.10, Compensation is limited as described in
Section 1.11(E) and: (1) in the case of an Employee, means Code §3401(a) Wages but increased by the
Employee’s Elective Deferrals under this Plan or any other 401(k) arrangement, SIMPLE IRA, SARSEP,
403(b) annuity or 457 plan of the Employer; and (2) in the case of a Self-Employed Individual,
means Earned Income determined by disregarding contributions made to this Plan.



(D) Participant Elective Deferrals. Each Participant may enter into a Salary Reduction Agreement to
make Elective Deferrals in each calendar year to the SIMPLE 401(k) Plan in accordance with this
Section 3.10(D).




     (1) Amount Table. A Participant’s annual Elective Deferrals may not exceed the amount in the
table below, and, commencing in 2006, such other amount as in effect under Code §408(p)(2)(E) under
which Treasury adjusts the limit in $500 increments.



	 	 	 	 	 
	Year	 	Amount
	2002
	 	$	7,000	 
	2003
	 	$	8,000	 
	2004
	 	$	9,000	 
	2005
	 	$	10,000	 






     (2) Catch-Ups. If the Employer in its Adoption Agreement elects to permit Catch-Up Deferrals,
a Catch-Up Eligible Participant also may make Catch-Up Deferrals to the SIMPLE 401(k) Plan in
accordance with Section 3.02(D).



     (3) Election timing. A Participant may elect to make Elective Deferrals or to modify a Salary
Reduction Agreement at any time in accordance with the Plan Administrator’s SIMPLE 401(k) Plan
Salary Reduction Agreement form, but the form must be provided at least 60 days prior to the
beginning of each SIMPLE Plan Year or at least 60 days prior to commencement of participation for
the Participant to make or modify his/her Salary Reduction Agreement. A Participant also may at any
time terminate prospectively his/her Salary Reduction Agreement applicable to the Employer’s SIMPLE
401(k) Plan.


(E) Employer SIMPLE 401(k) contributions. An Employer which elects to apply this Section 3.10 must
make an annual SIMPLE Contribution to the Plan as described in this Section 3.10(E). The Employer
operationally must elect for each SIMPLE Plan Year which type of SIMPLE Contribution the Employer
will make.




     (1) Definition of SIMPLE Contribution. A SIMPLE Contribution is one of the following Employer
Contribution types: (a) a SIMPLE Matching Contribution equal to 100% of each Participant’s Elective
Deferrals but not exceeding 3% of Plan Year Compensation or such lower percentage as the Employer
may elect under Code §408(p)(2)(C)(ii)(II); or (b) a SIMPLE Nonelective Contribution equal to 2% of
Plan Year Compensation for each Participant whose Compensation is at least $5,000.


(F) SIMPLE 401(k) notice. The Plan Administrator must provide notice to each Participant a
reasonable period of time before the 60th day prior to the beginning of each SIMPLE 401(k) Plan
Year, describing the Participant’s Elective Deferral rights and the Employer’s SIMPLE Contributions
which the Employer will make for the Plan Year described in the notice.



(G) Application of remaining Plan provisions.




     (1) Annual Additions. All contributions to the SIMPLE 401(k) Plan are Annual Additions under
Section 4.05(A) and subject to the Annual Additions Limit.



     (2) No allocation conditions. The Employer in its Adoption Agreement may not elect to apply
any Section 3.06 allocation conditions to the Plan Administrator’s allocation of SIMPLE
Contributions.



     (3) No other contributions. No contributions other than those described in this Section 3.10
or Rollover Contributions described in Section 3.08 may be made to the SIMPLE 401(k) Plan.



(4) Vesting. All SIMPLE Contributions and Accounts attributable thereto are 100% Vested at all




© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan



times and in the event of a conversion of a non-SIMPLE 401(k)
Plan into a SIMPLE 401(k) Plan, all Account Balances in existence on the first day of the Plan Year
to which the SIMPLE 401(k) provisions apply, become 100% Vested.




     (5) No nondiscrimination testing. A SIMPLE 401(k) Plan is not subject to nondiscrimination
testing under Section 4.10(B) (ADP test) or Section 4.10(C) (ACP test) of the Plan.



     (6) No top-heavy. A SIMPLE 401(k) Plan is not subject to the top-heavy provisions of Article
X.



     (7) Remaining Plan terms. Except as otherwise described in this Section 3.10, if an Employer
has elected in its Adoption Agreement to apply the SIMPLE 401(k) provisions of this Section 3.10,
the Plan Administrator will apply the remaining Plan provisions to the Employer’s Plan.



     3.11 USERRA CONTRIBUTIONS.


(A) Application. This Section 3.11 applies to an Employee who: (1) has completed Qualified Military
Service under USERRA; (2) the Employer has rehired under USERRA; and (3) is a Participant entitled
to makeup contributions under Code §414(u).



(B) Employer Contributions. The Employer will makeup any Employer Contribution the Employer would
have made and which the Plan Administrator would have allocated to the Participant’s Account had
the Participant remained employed by the Employer during the period of Qualified Military Service.



(C) Compensation. For purposes of this Section 3.11, the Plan Administrator will determine an
effected Participant’s Compensation as follows. A Participant during his/her period of Qualified
Military Service is deemed to receive Compensation equal to that which the Participant would have
received had he/she remained employed by the Employer, based on the Participant’s rate of pay that
would have been in effect for the Participant during the period of Qualified Military Service. If
the Compensation during such period would have been uncertain, the Plan Administrator will use the
Participant’s actual average Compensation for the 12 month period immediately preceding the period
of Qualified Military Service, or if less, for the period of employment.



(D) Elective Deferrals/Employee Contributions. If the Plan provided for Elective Deferrals or for
Employee Contributions during a Participant’s period of Qualified Military Service, the Plan
Administrator must allow a Participant under this Section 3.11 to make up such Elective Deferrals
or Employee Contributions to his/her Account. The Participant may make up the maximum amount of
Elective Deferrals or Employee Contributions which he/she under the Plan terms would have been able
to contribute during the period of Qualified Military Service (less any such amounts the
Participant actually contributed during such period) and the Participant must be permitted to
contribute any lesser amount as the Plan would have permitted. The Participant must make up any
contribution under this Section 3.11(D) commencing on his/her Re-Employment Commencement Date and
not later than 5 years following reemployment (or if less, a period equal to 3 times the length of
the Participant’s Qualified Military Service triggering such make-up contribution).



(E) Matching Contributions. The Employer will makeup any Matching Contribution that the Employer
would have made and which the Plan Administrator would have allocated to the Participant’s Account
during the period of Qualified Military Service, but based on any make-up Elective Deferrals or
make-up Employee Contributions that the Participant makes under Section 3.11(D).



(F) Limitations/Testing. Any contribution made under this Section 3.11 does not cause the Plan to
violate and is not subject to testing under: (1) nondiscrimination requirements including under
Code §401(a)(4), the ADP test, the ACP test, the safe harbor 401(k) rules or the SIMPLE 401(k)
rules; (2) top-heavy requirements under Article X; or (3) coverage under Code §410(b).

Contributions under this Section 3.11 are Annual Additions and are tested under Section 4.10(A)
(Elective Deferral Limit) in the year to which such contributions are allocated, but not in the
year in which such contributions are made.



(G) No Earnings. A Participant receiving any make-up contribution under this Section 3.11 is not
entitled to an allocation of any Earnings on any such contribution prior to the time that the
Employer actually makes the contribution (or timely deposits the Participant’s own make-up Elective
Deferrals or Employee Contributions) to the Trust.



(H) No Forfeitures. A Participant receiving any makeup allocation under this Section 3.11 is not
entitled to an allocation of any forfeitures allocated during the Participant’s period of Qualified
Military Service.



(I) Allocation Conditions. For purposes of applying any Plan allocation conditions under Section
3.06, the Plan Administrator will treat any period of Qualified Military Service as Service.



(J) Other Rules. The Plan Administrator in applying this Section 3.11 will apply DOL Reg.
§1002.259-267, and any other Applicable Law addressing the application of USERRA to the Plan.




     3.12 DESIGNATED IRA CONTRIBUTIONS. The Employer in its Adoption Agreement may elect to permit
Participants to make Designated IRA Contributions to its Plan. Designated IRA Contributions are
subject to the provisions of this Section 3.12.


(A) Effective Date. The Employer may elect in its Adoption Agreement to apply the Designated IRA
Contribution provisions to any Plan Years beginning after December 31, 2002. For Plan Years
commencing after 2003, the Employer may accept Designated IRA
Contributions during such Plan Year only if the Employer elects to apply the provisions of this
Section 3.12 (or otherwise adopted a good faith amendment under Code §408(q)), prior to the Plan
Year for which the Designated IRA Contribution provisions will apply.



(B) Traditional or Roth IRA. The Employer in its Adoption Agreement may elect to treat Designated
IRA Contributions as traditional IRA contributions, as Roth IRA contributions or as consisting of
either type, at the Participant’s election.




© 2008 Bank of
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Defined Contribution Prototype Plan



(C) Account or Annuity. The Employer in its
Adoption Agreement may elect to establish
Accounts to receive Designated IRA Contributions
either as individual retirement accounts, as
individual retirement annuities or as consisting
of either type, at the Participant’s election.




     (1) Trustee or Custodian. A trustee or
custodian satisfying the requirements of Code
§408(a)(2) must hold Designated IRA Contributions
Accounts. If the Trustee holding the Designated
IRA Contribution assets is a non-bank trustee,
the Trustee, upon receipt of notice from the
Commissioner of Internal Revenue that
substitution is required because the Trustee has
failed to comply with the requirements of Treas.
Reg. §1.408-2(e), will substitute another trustee
in its place.



     (2) Additional IRA requirements. All
Designated IRA Contributions: (a) must be made
in cash; (b) are subject to the IRA contribution
limits under Code §408(a)(1) set forth below,
including cost-of living adjustments after 2008
in $500 increments under Code §219(b)(5)(C) and
as to Catch-Up Eligible Participants to the IRA
Catch-Up limits set forth below; and (c) must be
100% Vested.



	 	 	 	 	 
	Taxable Year	 	IRA contribution limit
	 
	 	 	 	 
	2003
	 	$	3,000	 
	2004
	 	$	3,000	 
	2005
	 	$	4,000	 
	2006
	 	$	4,000	 
	2007
	 	$	4,000	 
	2008 and beyond
	 	$	5,000	 






	 	 	 	 	 
	Taxable year	 	IRA Catch-Up limit
	 
	 	 	 	 
	2003
	 	$	500	 
	2004
	 	$	500	 
	2005
	 	$	500	 
	2006 and beyond
	 	$	1,000	 






     (3) Not for deposit of SEP or SIMPLE IRA
amounts/no Rollover Contributions. An Employer
which maintains a SEP or a SIMPLE IRA may not
deposit contributions under these arrangements to
the Designated IRA Contribution Accounts under
this Section 3.12. A Participant may not make a
Rollover Contribution to his/her Designated IRA
Contribution Account.



(4) Designated Roth IRA Contributions.




          (a) Contribution Limit. A Participant’s
contribution to the Designated Roth IRA and to
all other Roth IRAs for a Taxable Year may not
exceed the lesser of the amount described in
Section 3.12(C)(2) or the Participant’s
Compensation under Section 3.12(C)(4)(c).
However, if (i) and/or (ii) below apply, the
maximum (non-rollover) contribution that can be
made to all the Participant’s Roth IRAs
(including to this Designated Roth IRA which
must be a non-Rollover Contribution) for a
Taxable Year is the smaller amount determined
under (i)
or (ii).




               (i) General. The maximum contribution is
phased out ratably between certain levels of
modified adjusted gross income (“modified AGI,”
defined in Section 3.12(C)(4)(b)) as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Filing	 	Full	 	Phase-out	 	No
	Status	 	Contribution	 	Range	 	Contribution
	Single/
Head of
Household
	 	$95,000 or less	 	$	95,000-$110,000	 	 	$110,000 or more
	Joint/Qualifying
Widow(er)
	 	$150,000 or less	 	$	150,000-$160,000	 	 	$160,000 or more
	Married-
Separate
	 	$	0	 	 	$	0-$10,000	 	 	$10,000 or more





If the Participant’s modified AGI for a Taxable
Year is in the phase-out range, the maximum
contribution determined above for that Taxable
Year is rounded up to the next multiple of $10
and is not reduced below $200.




               (ii) Roth and non-Roth IRA contributions. If
the Participant makes (non-rollover)
contributions to both Roth and non-Roth IRAs for
a Taxable Year, the maximum contribution that can
be made to all of the Participant’s Roth IRAs for
that Taxable Year is reduced by the contributions
made to the Participant’s non-Roth IRAs for the
Taxable Year.



               (iii) Conversion. A Participant may convert
a Designated non-Roth IRA Contributions Account
to a Designated Roth IRA Contributions Account in
accordance with Treas. Reg. §1.408A-4 unless: (A)
the Participant is married and files a separate
return, (B) the Participant is not married and
has modified AGI in excess of $100,000 or (C) the
Participant is married and together the
Participant and the Participant’s spouse have
modified AGI in excess of $100,000. For purposes
of the preceding sentence, spouses are not
treated as married for a taxable year if they
have lived apart at all times during that Taxable
Year and file separate returns for the Taxable
Year. A Participant may not effect a conversion
by means of contributing a Rollover Contribution
to his/her Designated IRA under this Plan.



          (b) Modified AGI. For purposes of Section
3.12(C)(4)(a), a Participant’s modified AGI for a
Taxable Year is defined in Code §408A(c)(3)(C)(i)
and does not include any amount included in
adjusted gross income as a result of a non-Roth
IRA conversion.




          (c) Compensation. For purposes of Section
3.12(C)(4)(a), Compensation is defined as wages,
salaries, professional fees, or other amounts
derived from or received for personal services
actually rendered (including,
but not limited to commissions paid salesmen,
compensation for services on the basis of a
percentage of profits, commissions on insurance
premiums, tips, and bonuses) and includes earned
income, as defined in Code §401(c)(2) (reduced by
the deduction the Self-Employed Individual takes
for contributions made to a self-employed
retirement plan). For purposes of this
definition, Code §401(c)(2) shall be applied as
if the term “trade or business” for purposes of
Code §1402 included service described in
subsection (c)(6). Compensation does not include
amounts derived from or received as earnings or
profits from property (including but not limited
to interest and dividends) or amounts not
includible in gross income. Compensation also
does not include any amount received as a pension
or annuity or as deferred compensation.
Compensation includes any amount includible in
the Participant’s gross income under Code §71
with respect to a divorce or separation
instrument




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34









 








Defined Contribution Prototype Plan



described in Code §71(b)(2)(A). In the case of a married Participant filing a joint return,
the greater compensation of his or her spouse is treated as the Participant’s Compensation, but
only to the extent that such spouse’s compensation is not being used for purposes of the spouse
making a contribution to a Roth IRA or a deductible contribution to a non-Roth IRA.



(D) Accounting and Investments. The Plan
Administrator may cause Designated IRA
Contributions to be held and invested: (1) in a
separate trust for each Participant; (2) as a
single trust holding all Participant Designated
IRA Contributions; or (3) as part of a single
trust holding all of the assets of the Plan. If
the Plan Administrator establishes a single trust
under clause (2) or (3), the Plan Administrator
must account separately for each Participant’s
Designated IRA Contributions and for the Earnings
attributable thereto. If the Designated IRA
Contributions are invested in an individual
retirement annuity, the Plan Administrator may
establish separate annuity contracts for each
Participant’s Designated IRA Contributions or may
establish a single annuity contract for all
Participants, with separate accounting for each
Participant. If the Plan Administrator
establishes a single annuity contract, such
contract must be separate from any other annuity
contract under the Plan. The Plan Administrator
also may invest Designated IRA
Contributions in any common or collective fund
under Sections 8.02 or 8.09. The Trust provisions
of Article VIII otherwise apply to the investment
of Designated IRA Contributions except that no
part of such contributions may be invested in
life insurance contracts and a Participant may
not borrow from a Designated IRA Contributions
Account or take such amounts into account in
determining the maximum amount available for a
loan from the Participant’s other Plan assets.
The Plan Administrator or Trustee/Custodian may
not cause Designated IRA Contribution Accounts to
be commingled with any non-Plan assets. Any
Designated IRA
Contribution Account is established for the
exclusive benefit of the affected Participant
and his/her Beneficiaries. No part of the
Trust attributable to
Designated IRA Contributions may be invested
in collectibles as described in Code §408(m),
except as may be permitted under Code
§408(m)(3).



(E) Participant Contribution and Designation. A
Participant may make Designated IRA Contributions
directly or through payroll withholding as the
Plan Administrator may permit. At the time of the
Participant’s contribution (or when the
Designated IRA Contribution is withheld from
payroll), the Participant must designate the
contribution as a Designated IRA Contribution and
if applicable, also must designate whether the
contribution is traditional or Roth and whether
the account is an individual retirement account
or an individual retirement annuity.



(F) Treatment as IRA. For all purposes of the
Code except as otherwise provided in this
Section 3.12, Designated IRA Contributions are
subject to the IRA rules under Code §§408 and
408A as applicable. Designated IRA Contributions
are not Annual Additions under Section 4.05(A)
and are not subject to any testing under Article
IV.



(G) Reporting. The Designated IRA Contribution
Trustee or Custodian must comply with all Code
§408(i) reporting requirements, including
providing required information regarding RMDs.



(H) Distribution/RMDs. Designated IRA
Contribution Accounts are distributable under
Section 6.01(C)(4)(g) and are subject to the RMD
requirements of Section 6.02 (and to the Adoption
Agreement elections described therein) except
that: (1) the Participant’s RBD (only as it
relates to the Designated IRA Contribution
Account) is determined under Section
6.02(E)(7)(a) referencing age 70 1/2 and without
regard to 5% owner or continuing employment
status; (2) if the Designated IRA
Contribution Account is a Roth Account, there are
no lifetime RMDs; and (3) to the extent that the
provisions of Section 6.02 differ, RMDs from
Designated IRA
Contribution Accounts otherwise are subject to
the required minimum distribution rules
applicable to IRAs under Code §§408(a)(6) or
408A(c)(5) as applicable, and under the
corresponding Treasury Regulations, which are
incorporated by reference herein.




     3.13 DEDUCTIBLE EMPLOYEE CONTRIBUTIONS
(DECs). A DEC is a Deductible Employee
Contribution made to the Plan for a Taxable Year
commencing prior to 1987. If a Participant has
made DECs to the Plan, the Plan Administrator
must maintain a separate Account for the
Participant’s DECs as adjusted for Earnings,
including DECs which are part of a Rollover
Contribution described in Section 3.08. The DECs
Account is part of the Participant’s Account for
all purposes of the Plan, except for purposes of
determining the Top-Heavy Ratio under Section
10.01. The Plan Administrator may not use a
Participant’s DECs Account to purchase life
insurance on the Participant’s behalf. DECs are
distributable under Section 6.01(C)(4)(e).



© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan




ARTICLE IV

LIMITATIONS AND TESTING




     4.01 ANNUAL ADDITIONS LIMIT — NO OTHER
PLANS.


(A) Application of this Section. This Section
4.01 applies only to Participants in this Plan
who do not participate, and who have never
participated, in another qualified plan,
individual medical account (as defined in Code
§415(l)(2)), simplified employee pension plan
(as defined in Code §408(k)) or welfare benefit
fund (as defined in Code §419(e)) maintained by
the Employer, which provides an Annual
Addition.



(B) Limitation. The amount of Annual Additions
which the Plan Administrator may allocate under
this Plan to a Participant’s Account for a
Limitation Year may not exceed the Annual
Additions Limit.



(C) Actions to Prevent Excess Annual Additions.
If the Annual Additions the Plan Administrator
otherwise would allocate under the Plan to a
Participant’s Account for the Limitation Year
would exceed the Annual Additions Limit, the Plan
Administrator will not allocate the Excess
Amount, but instead will take any reasonable,
uniform and nondiscriminatory action the Plan
Administrator determines necessary to avoid
allocation of an Excess Amount. Such actions
include, but are not limited to, those described
in this Section 4.01(C). If the Plan is a 401(k)
Plan, the Plan Administrator may apply this
Section 4.01 in a manner which maximizes the
allocation to a Participant of Employer
Contributions (exclusive of the Participant’s
Elective Deferrals). Notwithstanding any contrary
Plan provision, the Plan Administrator, for the
Limitation Year, may: (1) suspend or limit a
Participant’s additional Employee Contributions
or Elective Deferrals; (2) notify the Employer to
reduce the Employer’s future Plan contribution(s)
as necessary to avoid allocation to a Participant
of an Excess Amount; or (3) suspend or limit the
allocation to a Participant of any Employer
Contribution previously made to the Plan
(exclusive of Elective Deferrals) or of any
Participant forfeiture. If an allocation of
Employer Contributions previously made (excluding
a Participant’s Elective Deferrals) or of
Participant forfeitures would result in an Excess
Amount to a Participant’s Account, the Plan
Administrator will allocate the Excess Amount to
the remaining Participants who are eligible for
an allocation of Employer contributions for the
Plan Year in which the Limitation Year ends. The
Plan Administrator will make this allocation in
accordance with the Plan’s allocation method as
if the Participant whose Account otherwise would
receive the Excess Amount is not eligible for an
allocation of Employer Contributions. If the Plan
Administrator allocates to a Participant an
Excess Amount, Plan Administrator must dispose of
the Excess Amount in accordance with Section
4.01(E).



(D) Estimated and Actual Compensation. Prior to
the determination of the Participant’s actual
Compensation for a Limitation Year, the Plan
Administrator may determine the Annual Additions
Limit on the basis of the Participant’s estimated
annual Compensation for such Limitation Year.
The Plan Administrator must make this
determination on a reasonable and uniform basis
for all Participants similarly situated. The Plan
Administrator must reduce the allocation of any
Employer Contributions (including any allocation
of forfeitures) based on estimated annual
Compensation by any Excess Amounts carried over
from prior Limitation Years. As soon as is
administratively feasible after the end of the
Limitation Year, the Plan Administrator will
determine the Annual Additions Limit for the
Limitation Year on the basis of the Participant’s
actual Compensation for such Limitation Year.



(E) Disposition of Allocated Excess Amount. If a
Participant receives an allocation of an Excess
Amount for a Limitation Year, the Plan
Administrator will dispose of such Excess Amount
in accordance with this Section 4.01(E).




     (1) Employee Contributions. The Plan
Administrator first will return to the
Participant any Employee Contributions
(adjusted for Earnings) and will forfeit any
Associated Matching Contributions, to the
extent necessary to reduce or eliminate the
Excess Amount.



     (2) Elective Deferrals. The Plan
Administrator next will distribute to the
Participant any Elective Deferrals (adjusted for
Earnings) and will forfeit any Associated
Matching Contributions, to the extent necessary
to reduce or eliminate the Excess Amount. If a
Participant who will receive a distribution of an
Excess Amount has, in the Plan Year for which the
corrective distribution is made, contributed both
Pre-Tax Deferrals and Roth Deferrals, the Plan
Administrator operationally will determine the
source(s) from which it will direct the Trustee
to make the corrective distribution. The Plan
Administrator also may permit the affected
Participants to elect the source(s) from which
the corrective distribution will be made.
However, the amount of a corrective distribution
of an Excess Amount to any Participant from the
Pre-Tax Deferral or Roth Deferral sources under
this Section 4.01(E)(2) may not exceed the amount
of the Participant’s Pre-Tax Deferrals or Roth
Deferrals for the correction year.



     (3) Excess Amount remains/Participant still
covered. If, after the application of Sections
4.01(E)(1) and (2), an Excess Amount still exists
and the Plan covers the Participant at the end of
the Limitation Year, the Plan Administrator then
will use the Excess Amount(s) to reduce future
Employer Contributions (including any allocation
of forfeitures) under the Plan for the next
Limitation Year and for each succeeding
Limitation Year, as is necessary, for the
Participant. If the Employer’s Plan is a Profit
Sharing Plan, a Participant who is an HCE may
elect to limit his/her Compensation for
allocation purposes to the extent necessary to
reduce his/her allocation for the Limitation Year
to the Annual Additions Limit and to eliminate
the Excess Amount. The Plan Administrator under
this Section 4.01(E)(3) will not distribute any
Excess Amount(s) to Participants or to former
Participants.



     (4) Excess Amount remains/Participant not
covered/suspense account. If, after the
application of Sections 4.01(E)(1) and (2), an
Excess Amount still exists and the Plan does not
cover the Participant at the end of the
Limitation Year, the Plan Administrator then
will hold the Excess Amount unallocated in a
suspense account. The Plan Administrator will
apply the suspense account to reduce Employer
Contributions (including the
allocation of forfeitures) for all remaining
Participants in



© 2008 Bank of Oklahoma, N.A.





36











 





Defined Contribution Prototype Plan



the next Limitation Year, and in each succeeding Limitation Year if necessary. Neither the Employer
nor any Employee may contribute to the Plan for any Limitation Year in which the Plan is unable to
allocate fully a suspense account maintained pursuant to this Section 4.01(E)(4). Amounts held
unallocated in a suspense account will not share in any allocation of Earnings. The Plan
Administrator under this Section 4.01(E)(4) will not distribute any Excess Amount(s) to
Participants or to former Participants.




     (5) Applicable Law. In addition to any
other method described in this Section
4.01(E), the Plan Administrator may dispose
of any allocated Excess Amount in
accordance with Applicable Law.



     4.02 ANNUAL ADDITIONS LIMIT — OTHER 415
AGGREGATED PLANS.


(A) Application of this Section. This Section
4.02 applies only to Participants who, in
addition to this Plan, participate in one or
more Code §415 Aggregated Plans.




     (1) Definition of Code §415 Aggregated
Plans. Code §415 Aggregated Plans means M&P
Defined Contribution Plans, welfare benefit
funds (as defined in Code §419(e)), individual
medical accounts (as defined in Code
§415(l)(2)), or simplified employee pension
plans (as defined in Code §408(k)) maintained by
the Employer and which provide an Annual
Addition during the Limitation Year.


(B) Combined Plans Limitation. The amount of
Annual Additions which the Plan Administrator
may allocate under this Plan to a Participant’s
Account for a Limitation Year may not exceed the
Combined Plans Limitation.




     (1) Definition of Combined Plans
Limitation. The Combined Plans Limitation is the
Annual Additions Limit, reduced by the sum of
any Annual Additions allocated to the
Participant’s accounts for the same Limitation
Year under the Code §415 Aggregated Plans.



     (2) Prevention. If the amount the Employer
otherwise would allocate to the Participant’s
Account under this Plan would cause the Annual
Additions for the Limitation Year to exceed this
Section 4.02(B) Combined Plans Limitation, the
Employer will reduce the amount of its
allocation to that Participant’s Account in the
manner described in Section 4.01(C), so the
Annual Additions under all of the Code §415
Aggregated Plans for the Limitation Year will
equal the Annual Additions Limit.



     (3) Correction. If the Plan Administrator
allocates to a Participant an amount attributed
to this Plan under Section 4.02(D) which exceeds
the Combined Plans Limitation, the Plan
Administrator must dispose of the Excess Amount
in accordance with Section 4.02(E).


(C) Estimated and Actual Compensation. Prior to
the determination of the Participant’s actual
Compensation for the Limitation Year, the Plan
Administrator may determine the Combined Plans
Limitation on the basis of the Participant’s
estimated annual Compensation for such
Limitation Year. The Plan Administrator will
make this determination on a reasonable and
uniform basis for all Participants similarly
situated. The Plan Administrator must reduce the
allocation of any Employer Contribution
(including the allocation of Participant
forfeitures) based on estimated annual
Compensation by any Excess
Amounts carried over from prior years. As soon as
is administratively feasible after the end of the
Limitation Year, the Plan Administrator will
determine the Combined Plans Limitation on the
basis of the Participant’s actual Compensation
for such Limitation Year.



(D) Ordering Rules. If a Participant’s Annual
Additions under this Plan and the Code §415
Aggregated Plans result in an Excess Amount,
such Excess Amount will consist of the Amounts
last allocated. The Plan Administrator will
determine the Amounts last allocated by treating
the Annual Additions attributable to a
simplified employee pension as allocated first,
followed by allocation to a welfare benefit fund
or individual medical account, irrespective of
the actual allocation date. If the Plan
Administrator allocates an Excess Amount to a
Participant on an allocation date of this Plan
which coincides with an allocation date of
another plan, the Excess Amount attributed to
this Plan will equal the product of:




     (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. The Plan Administrator will
dispose of any allocated Excess Amounts described
in and attributed to this Plan under Section
4.02(D) as provided in Section 4.01(E).




     4.03 OTHER DEFINED CONTRIBUTION PLANS
LIMITATION.


(A) Application of this Section. This Section
4.03 applies only to Participants who, in
addition to this Plan, participate in one or
more qualified Defined Contribution Plans
maintained by the Employer during the Limitation
Year, but which are not M&P plans described in
Section 4.02.



(B) Limitation. If a Participant is a participant
in another Defined Contribution Plan maintained
by the Employer, but which plan is not an M&P
plan described in Section 4.02, the Plan
Administrator must limit the allocation to the
Participant of Annual Additions under this Plan
as provided in Section 4.02, as though the other
Defined Contribution Plan were an M&P plan.




     4.04 NO COMBINED DCP/DBP LIMITATION. If the
Employer maintains a Defined Benefit Plan, or
has ever maintained a Defined Benefit Plan which
the Employer has terminated, this Plan does not
calculate a combined 415 limit based on the
Defined Benefit Plan and this Plan.



     4.05 DEFINITIONS: SECTIONS 4.01-4.04.
For purposes of Sections 4.01 through 4.04:


(A) Annual Additions. Annual Additions means the
sum of the following amounts allocated to a
Participant’s Account for a Limitation Year: (1)
Employer Contributions (including Elective
Deferrals); (2) forfeitures; (3)
Employee Contributions; (4) Excess Amounts
reapplied to reduce Employer Contributions under
Section 4.01(E)




© 2008 Bank of Oklahoma, N.A.




37









 








Defined Contribution Prototype Plan



or Section 4.02(E); (5) amounts allocated after March 31,
1984, to an individual medical account (as defined in Code §415(l)(2)) included as part of a
pension or annuity plan maintained by the Employer; (6) contributions paid or accrued after
December 31, 1985, for taxable years ending after December 31, 1985, 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; (7) amounts allocated under a Simplified Employee Pension Plan; and (8) corrected
(distributed) Excess Contributions and corrected (distributed) Excess Aggregate Contributions.
Excess Deferrals which the Plan Administrator corrects by distribution by April 15 of the following
calendar year, are not Annual Additions. Catch-up Contributions and Designated IRA Contributions
are not Annual Additions.



(B) Annual Additions Limit. Annual Additions
Limit means the lesser of: (i) $40,000 (or, if
greater, the $40,000 amount as adjusted under
Code §415(d)), or (ii) 100% of the Participant’s
Compensation paid or accrued for the Limitation
Year. If there is a short Limitation Year
because of a change in Limitation Year (other
than as a result of the termination of the
Plan), the Plan Administrator will multiply the
$40,000 (as adjusted) limitation by the
following fraction:




Number of months (or fractional parts thereof) in the short Limitation Year 12



The 100% Compensation limitation in clause (ii)
above does not apply to any contribution for
medical benefits within the meaning of Code
§401(h) or Code §419A(f)(2) which otherwise is
an Annual Addition.




     (1) Single plan treatment of Defined
Contribution Plans. For purposes of applying the
Annual Additions Limit, the Plan Administrator
must treat all Defined Contribution Plans
(whether or not terminated) maintained by the
Employer as a single plan. Solely for purposes of
Sections 4.01 through 4.04, employee
contributions made to a Defined Benefit Plan
maintained by the Employer is a separate Defined
Contribution Plan. The Plan Administrator also
will treat as a Defined Contribution Plan an
individual medical account (as defined in Code
§415(l)(2)) included as part of a Defined Benefit
Plan maintained by the Employer and a welfare
benefit fund under Code §419(e) maintained by the
Employer to the extent there are post-retirement
medical benefits allocated to the separate
account of a key employee (as defined in Code
§419A(d)(3)).



     (2) Single plan treatment of Defined
Benefit Plans. For purposes of applying the
Annual Additions Limit, the Plan Administrator
will treat all Defined Benefit Plans (whether or
not terminated) maintained by the Employer as a
single plan.


(C) Compensation. Compensation for purposes of
Code §415 testing means Compensation as defined
in Section 1.11(B)(1), (2), (3), or (4), except:
(i) Compensation includes Elective Deferrals
under Section 1.11(D), irrespective of whether
the Employer has elected in its Adoption
Agreement to include Elective Deferrals in
Compensation for allocation purposes; (ii)
Compensation for the entire Limitation Year is
taken into account even if the Employer in its
Adoption Agreement has elected to include only
Participating Compensation
for allocation purposes; (iii) Compensation
excludes Post-Severance Compensation as defined
in Section 1.11(I) unless the Employer in
Appendix B elects to include it for purposes of
this Section 4.05(C) (and regardless of the
Employer’s possible Post-Severance Compensation
elections in Appendix B as they relate to
allocations); and (iv) any other Compensation
adjustment or exclusion the Employer has elected
in its Adoption Agreement for allocation
purposes does not apply.




     (1) Effective Date 415 Post-Severance
Compensation. The Post-Severance Compensation
provisions described in clause (iii) of Section
4.05(C) apply effective as of the date the
Employer elects in Appendix B, but may not be
effective earlier than January 1, 2005.



     (2) “First few weeks rule.” The Plan
Administrator operationally, but on a uniform and
consistent basis as to similarly situated
Participants, may elect to include in
Compensation for Code §415 purposes Compensation
earned in such Limitation Year but which, solely
because of payroll timing, is paid in the first
few weeks of the next following Limitation Year
as described in Treas. Reg. §1.415-2(d)(5)(i) and
in Prop. Treas. Reg. §1.415(c)-2(e)(2). This
Section 4.05(C)(2) applies to Code §415 testing
Compensation but does not affect Compensation for
allocation purposes.


(D) Employer. Employer means the Employer and
any Related Employer. Solely for purposes of
applying the Annual Additions Limit, the Plan
Administrator will determine Related Employer
status by modifying Code §§414(b) and (c) in
accordance with Code §415(h).



(E) Excess Amount. Excess Amount means the
excess of the Participant’s Annual
Additions for the Limitation Year over the
Annual Additions Limit.



(F) Limitation Year. See Section 1.33.



(G) M&P Plan. M&P Plan means a Prototype Plan or
a Master Plan. See Section 1.48.




     4.06 ANNUAL TESTING ELECTIONS. The Plan
Administrator may elect to test for coverage
and nondiscrimination by applying, as
applicable, annual testing elections under
this Section 4.06.


(A) Changes and Uniformity. In applying any
testing election, the Plan Administrator may
elect to apply or not to apply such election in
any Testing Year, consistent with this Section
4.06. However, the Plan Administrator will apply
the testing elections in effect within a Testing
Year uniformly to all similarly situated
Participants.



(B) Plan Specific Elections. The Employer in its
Adoption Agreement must elect for the Plan
Administrator to apply the following annual
testing elections: (1) nondiscrimination testing
under the ADP and ACP tests as a Traditional
401(k) Plan; (2) no nondiscrimination testing as
a Safe Harbor 401(k) Plan or nondiscrimination
testing under the ACP test as an ADP only Safe
Harbor 401(k) Plan; (3) no nondiscrimination
testing as a SIMPLE 401(k) Plan; (4) the top-paid
group election under Code §414(q)(1)(B)(ii); (5)
the calendar year data election under Notice
97-45 or other Applicable Law; (6) Current or
Prior Year Testing as a Traditional 401(k) Plan
or as an ADP only Safe Harbor 401(k) Plan




© 2008 Bank of Oklahoma, N.A.




38









 








Defined Contribution Prototype Plan



under Treas. Reg. §§1.401(k)-2(a)(2)(ii) and
1.401(m)-2(a)(2)(ii) and under Notice 98-1 as applicable; and (7) any other testing election which
the IRS in the future specifies in written guidance as being subject to a requirement of the
Employer making a Plan (versus an operational) election.



(C) Operational Elections. The Plan
Administrator operationally may apply any
testing election available under Applicable Law,
other than those plan specific elections
described in 4.06(B), including but not limited
to: (i) the “otherwise excludible employees
rule” (“OEE rule”) under Code §410(b)(4)(B);
(ii) the “early participation rule” (“EP rule”)
under Code §§401(k)(3)(F) and 401(m)(5)(C);
(iii) except as Section 4.07 may limit, the
application of any Code §414(s)
nondiscriminatory definition of compensation for
nondiscrimination testing, regardless of the
Plan’s definitions of Compensation for any other
purpose; (iv) application of the general
nondiscrimination test under Treas. Reg.
§1.401(a)(4)-2(c); (v) application of the
“compensation ratio test” under Treas. Reg.
§1.414(s)-1(d)(3); (vi) application of imputed
permitted disparity under Treas. Reg.
§1.401(a)(4)-7; (vii) application of
restructuring under Treas. Reg. §1.401(a)(4)-9;
(viii) application of the average benefit test
under Code §410(b)(2), except as limited under
Section 3.06(F); (ix) application of permissive
aggregation under Code §410(b)(6)(B); (x)
application of the “qualified separate line of
business rules” under Code §410(b)(5); (xi)
shifting Elective Deferrals from the ADP test to
the ACP test; (xii) shifting QMACs from the ACP
test to the ADP test; or (xiii) application of
the “2 1/2 month rule” in the ADP test under
Treas. Reg. §1.401(k)-2(a)(4)(i)(B)(2).




     (1) Application of otherwise excludible
employees and early participation rules. In
applying the OEE and EP rules in clauses (i)
and (ii) of Section 4.06(C) above, the Plan
Administrator will apply the following
provisions.



          (a) Definitions of Otherwise Excludible
Employees and Includible Employees. For purposes
of this Section 4.06(C), an Otherwise Excludible
Employee means a Participant who has not reached
the CrossOver Date. For purposes of this Section
4.06(C), an Includible Employee means a
Participant who has reached the Cross-Over Date.




          (b) Satisfaction of coverage. To apply the
OEE or EP rules for nondiscrimination testing,
the Plan must satisfy coverage as to the
disaggregated plans under Code §410(b)(4)(B).




          (c) Definition of Cross-Over Date. The
Cross-Over Date under the OEE rule means when an
Employee changes status from the disaggregated
plan benefiting the Otherwise Excludible
Employees to the disaggregated plan benefiting
the Includible Employees. The Cross-Over Date
has the same meaning under the EP rule except it
is limited only to NHCEs. Under the EP rule, all
HCE Participants remain subject to
nondiscrimination testing.




          (d) Determination of Cross-Over Date. The
Plan Administrator may elect to determine the
CrossOver Date for an Employee by applying any
date which is not later than the maximum
permissible entry date under Code §410(a)(4).




          (e) Amounts in testing in Cross-Over Plan
Year. For purposes of the OEE rule, the Plan
Administrator will count the total Plan Year
Elective Deferrals, Matching Contributions,
Employer Contributions, and Compensation in the
Includible Employees plan test for the Employees
who become Includible Employees during such Plan
Year. For purposes of applying the EP rule, the
Plan Administrator will count the Elective
Deferrals, Matching Contributions, Employer
Contributions, and Compensation in the single
test for the Includible Employees, but only such
of these items as are attributable to the period
on and following the Cross-Over Date.




          (f) Application of other conventions.
Notwithstanding Sections 4.06(C)(1)(c), (d), and
(e): (i) the Plan Administrator operationally may
apply Applicable Law; (ii) the Plan Administrator
under a Restated Plan operationally may apply the
Plan terms commencing in the Plan Year beginning
after the Employer executes the Restated Plan in
lieu of applying the Plan terms retroactive to
the Plan’s restated Effective Date; and (iii) the
Plan Administrator operationally may apply any
other reasonable conventions, uniformly applied
within a Plan Year, provided that any such
convention is not inconsistent with Applicable
Law.




          (g) Allocations not effected by testing. The
Plan Administrator’s election to apply the OEE or
EP rules for testing does not control the Plan
allocations, or the Compensation or Elective
Deferrals taken into account for Plan
allocations. The Plan Administrator will
determine Plan allocations, and Compensation and
Elective Deferrals for Plan allocations, based on
the Employer’s Adoption Agreement elections,
including elections relating to Participating
Compensation or Plan Year Compensation. For this
purpose, an election of Participating
Compensation means Compensation and Elective
Deferrals on and following the Cross-Over Date as
to the allocations for the disaggregated plan
benefiting the Includible Employees.



(D) Election Timing. Except where the Plan or
Applicable Law specifies another deadline for
making a Plan specific annual testing election
under Section 4.06(B), the Plan Administrator
may make any such testing election, and the
Employer must amend the Plan as necessary to
reflect the election, by the end of the Testing
Year. As to any Plan Year ending before the
issuance of Rev. Proc. 2005-66, the Plan
Administrator may make any Plan specific testing
election under Section 4.06(B) and the Employer
may make an amendment reflecting such election,
as provided under Applicable Law. The Plan
Administrator may make operational testing
elections under Section 4.06(C) as provided
under Applicable Law. If the Employer is
correcting an operational Plan failure under
EPCRS, the Employer may make an annual testing
election for any Testing Year at the time the
Employer makes the correction.



(E) Coverage Transition Rule. The Plan
Administrator
in determining the Plan’s compliance with the
coverage requirements of Code §410(b), in the
case of certain acquisitions or dispositions
described in Code §410(b)(6)(C) and in the
regulations thereunder, will apply the “coverage
transition rule” described therein.




     4.07 TESTING BASED ON BENEFITS. In applying
the general nondiscrimination test under Section
4.06(C)



© 2008 Bank of Oklahoma, N.A.





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Defined Contribution Prototype Plan



to any non-uniform Plan allocation, the Plan
Administrator may elect to test using allocation
rates or using equivalent accrual (benefit) rates
(“EBRs”) as defined in Treas. Reg.
§1.401(a)(4)-(8)(b)(2). In the event that the
Plan Administrator elects to test using EBRs, the
Plan must comply with this Section 4.07.



(A) Gateway Contribution. Except as provided in
Section 4.07(A)(2), if the Employer in its
Nonstandardized Plan or Volume Submitter Plan
elects an allocation of its Nonelective
Contribution which is: (i) based on
classifications under Section 3.04(B)(3); (ii)
super integrated under Section 3.04(B)(4); or
(iii) age-based under Section 3.04(B)(5), and the
Plan Administrator will perform nondiscrimination
testing using EBRs, the Employer must make a
Gateway Contribution. Except as provided in
Section 4.07(A)(2), the Employer also must make a
Gateway Contribution where the Employer in its
Adoption Agreement has elected a nonuniform
allocation and the Plan Administrator performs
nondiscrimination testing using EBRs.




     (1) Definition of Gateway Contribution. A
Gateway Contribution is an additional Employer
Contribution or Nonelective Contribution in an
amount necessary to satisfy the minimum
allocation gateway requirement described in
Treas. Reg. §1.401(a)(4)-8(b)(1)(vi).



     (2) Exception to Gateway Contribution
requirement. An Employer is not required to make
any Gateway Contribution in the event that the
Employer’s elected allocation under Section
4.07(A) satisfies; (a) the “broadly available
allocation rate” requirements; (b) the “age-based
allocation with a gradual age or service
schedule” requirements; or (c) the uniform target
benefit allocation requirements each as described
in Treas. Reg. §1.401(a)(4)-8(b)(1)(B).


(B) Eligibility for Gateway Contribution. The
Plan Administrator will allocate any Gateway
Contribution for a Plan Year to each NHCE
Participant who receives an allocation of any
Employer Contribution or Nonelective Contribution
for such Plan Year. The Plan Administrator will
allocate the Gateway Contribution without regard
to any allocation conditions under Section 3.06
otherwise applicable to Employer Contributions or
Nonelective Contributions under the Plan.
However, if the Plan Administrator disaggregates
the Plan for testing pursuant to the OEE rule
under Section 4.06(C), the Otherwise Excludible
Employees will not receive an allocation of any
Gateway Contribution unless such an allocation is
necessary to satisfy Code §401(a)(4).



(C) Amount of Gateway Contribution. The Plan
Administrator will allocate any Gateway
Contribution pro rata based on the Compensation
of each Participant who receives a Gateway
Contribution allocation for the Plan Year, but in
no event will an allocation of the Gateway
Contribution to any Participant exceed the lesser
of: (1) 5% of Compensation; or (2) one-third
(1/3) of the Highest Allocation Rate for the Plan
Year. The Plan Administrator will reduce (offset)
the Gateway Contribution allocation for a
Participant under either the 5% or the 1/3
Gateway Contribution alternative, by the amount
of any other Employer Contributions or
Nonelective Contributions the Plan Administrator
allocates (including forfeitures allocated as an
Employer Contribution or Nonelective Contribution
and Safe Harbor Nonelective Contributions, but
excluding other QNECs, as defined under Section
1.37(C)) for the same Plan Year to such
Participant; provided that if an NHCE is
receiving only a QNEC and the QNEC amount
equals or exceeds the Gateway Contribution, the
QNEC satisfies the Gateway Contribution
requirement as to that NHCE.
Notwithstanding the foregoing, the Employer may
increase the Gateway Contribution to satisfy the
provisions of Treas. Reg.
§1.401(a)(4)-9(b)(2)(v)(D) if the Plan consists
(for nondiscrimination testing purposes) of one
or more Defined Contribution Plans and one or
more Defined Benefit Plans.



(D) Compensation for 5% Gateway Contribution.
For allocation purposes under the 5% Gateway
Contribution alternative, “Compensation” means
as the Employer elects in the Adoption
Agreement, except that the Plan Administrator:
(1) will include Elective Deferrals; (2) will
limit Compensation to Participating
Compensation; and (3) will disregard any other
modifications to Compensation the Employer
elects in its Adoption Agreement.



(E) Compensation for Determination of Highest
Rate and 1/3 Gateway Contribution. The Plan
Administrator under the 1/3 Gateway Contribution
alternative: (i) will determine the Highest
Allocation Rate and the resulting Gateway
Contribution rate for the NHCE Participants
entitled to the Gateway Contribution; and (ii)
will allocate the Gateway Contribution, based on
Compensation the Employer elects in its Adoption
Agreement, provided that such definition
satisfies Code §414(s) and if it does not, the
Plan Administrator will allocate the Gateway
Contribution based on a Code §414(s) definition
which the Plan Administrator operationally
selects.




     (1) Definition of Highest Allocation Rate.
The Highest Allocation Rate means the greatest
allocation rate of any HCE Participant and is
equal to the Participant’s total Employer
Contribution or Nonelective Contribution
allocation (including any QNECs, Safe Harbor
Nonelective Contributions and forfeitures
allocated as a Nonelective Contribution or
forfeitures allocated as a Money Purchase
Pension Contribution) divided by his/her
Compensation, as described in this Section
4.07(E).


(F) Employer Contribution Excludes Match. For
purposes of this Section 4.07, an Employer
Contribution excludes Matching Contributions.




     4.08 AMENDMENT TO PASS TESTING. In the
event
that the Plan fails to satisfy Code §§410 or
401(a)(4) in any Plan Year, the Employer may
elect to amend the Plan consistent with Treas.
Reg.
§1.401(a)(4)-11(g) to correct the failure. The
Employer may make such an amendment in any form
or manner as the Employer deems reasonable, but
otherwise consistent with Section 11.02. Any
amendment under this Section 4.08 will not affect
reliance on the Plan’s Opinion Letter or Advisory
Letter.



     4.09 APPLICATION OF COMPENSATION LIMIT.
The Plan Administrator in performing any
nondiscrimination testing under this Article
IV will limit each Participant’s Compensation
to the amount described in Section 1.11(E).



     4.10 401(k) (OR OTHER PLAN) TESTING. The
Plan Administrator will test Elective Deferrals,
Matching Contributions and Employee Contributions
under the



© 2008 Bank of Oklahoma, N.A.




40









 








Defined Contribution Prototype Plan



Employer’s 401(k) Plan or other Plan as
applicable, in accordance with this Section
4.10. The Plan Administrator, in applying this
Section 4.10 will apply the Final 401(k)
Regulations Effective Date.



(A) Annual Elective Deferral Limitation. A
Participant’s Elective Deferrals for a Taxable
Year may not exceed the Elective Deferral
Limit.




     (1) Definition of Elective Deferral Limit.
The Elective Deferral Limit is the Code §402(g)
limitation on each Participant’s Elective
Deferrals for each Taxable Year. If the
Participant’s Taxable Year is not a calendar
year, the Plan Administrator must apply the Code
§402(g) limitation in effect for the calendar
year in which the Participant’s Taxable Year
begins.



     (2) Definition of Excess Deferral. A
Participant’s Excess Deferral is the amount of
Elective Deferrals for a Taxable Year which
exceeds the Elective Deferral Limit.



     (3) Elective Deferral Limit amount. The Elective
Deferral Limit is the following amount for each
Taxable Year:




	 	 	 	 	 
	Year	 	Amount
	 
	 	 	 	 
	2002
	 	$	11,000	 
	2003
	 	$	12,000	 
	2004
	 	$	13,000	 
	2005
	 	$	14,000	 
	2006
	 	$	15,000	 






     (4) COLA after 2006. After the 2006 Taxable
Year, the Elective Deferral Limit is subject to
adjustment in multiples of $500 under Code
§402(g)(4).



     (5) Suspension after reaching limit. If,
pursuant to a Salary Reduction Agreement or
pursuant to a CODA election, the Employer
determines a Participant’s Elective
Deferrals to the Plan for a Taxable Year would
exceed the Elective Deferral Limit, the Employer
will suspend the Participant’s Salary Reduction
Agreement, if any, until the following January 1
and will pay to the Participant in cash the
portion of the Elective Deferrals which would
result in the Participant’s Elective Deferrals
for the Taxable Year exceeding the Elective
Deferral Limit.



     (6) Correction. If the Plan Administrator
determines a Participant’s Elective Deferrals
already contributed to the Plan for a Taxable
Year exceed the Elective Deferral Limit, the
Plan Administrator will distribute the Excess
Deferrals as adjusted for Allocable Income, no
later than April 15 of the following Taxable
Year (or if later, the date permitted under Code
§§7503 or 7508A). See Section 4.11(C)(1) as to
Gap Period income.



     (7) 415 interaction. If the Plan
Administrator distributes the Excess Deferrals
by the April 15 deadline under Section
4.10(A)(6), the Excess Deferrals are not an
Annual Addition under Section 4.05, and the Plan
Administrator may make the distribution
irrespective of any other provision under this
Plan or under the Code. Elective Deferrals
distributed to a Participant as an Excess Amount
in accordance with Sections 4.01 through 4.03
are not taken into account in determining the
Participant’s Elective Deferral Limit.



     (8) ADP interaction. The Plan Administrator
will reduce the amount of Excess Deferrals for a
Taxable Year distributable to a Participant by
the amount of Excess Contributions (as determined
in Section 4.10(B)), if any, previously
distributed to the Participant for the Plan Year
beginning in that Taxable Year.



     (9) More than one plan. If a Participant
participates in another plan subject to the Code
§402(g) limitation under which he/she makes
elective deferrals pursuant to a 401(k) Plan,
elective deferrals under a SARSEP, elective
contributions under a SIMPLE IRA or salary
reduction contributions to a tax-sheltered
annuity (irrespective of whether the Employer
maintains the other plan), the Participant may
provide to the Plan Administrator a written claim
for Excess Deferrals made to the Plan for a
Taxable Year. The Participant must submit the
claim no later than the March 1 following the
close of the particular Taxable Year and the
claim must specify the amount of the
Participant’s Elective Deferrals under this Plan
which are Excess Deferrals. The Plan
Administrator may require the Participant to
provide reasonable evidence of the existence of
and the amount of the Participant’s Excess
Deferrals. If the Plan Administrator receives a
timely claim which it approves, the Plan
Administrator will distribute the Excess
Deferrals (as adjusted for Allocable Income under
Section 4.11(C)(1)) the Participant has assigned
to this Plan, in accordance with this Section
4.10(A). If a Participant has Excess Deferrals
because of making Elective Deferrals to this Plan
and other plans of the Employer (but where the
Elective Deferral Limit is not exceeded based on
Deferrals to any single plan), the Participant
for purposes of this Section 4.10(A)(9) is deemed
to have notified the Plan Administrator of this
Plan of the Excess Deferrals.



     (10) Roth and Pre-Tax Deferrals. If a
Participant who will receive a distribution of
Excess Deferrals, in the Taxable Year for which
the corrective distribution is
made, has contributed both Pre-Tax Deferrals and
Roth Deferrals, the Plan Administrator
operationally will determine the Elective
Deferral Account source(s) from which it will
direct the Trustee to make the corrective
distribution. The Plan Administrator also may
permit the affected Participant to elect the
source(s) from which the Trustee will make the
corrective distribution. However, the amount of
a corrective distribution of Excess Deferrals to
any Participant from the Pre-Tax Deferral or
Roth Deferral sources under this Section
4.10(A)(10) may not exceed the amount of the
Participant’s Pre-Tax Deferrals or Roth
Deferrals for the Taxable Year of the
correction.


(B) Actual Deferral Percentage (ADP) Test. If
the Employer in its Adoption Agreement has
elected to test its 401(k) Plan as a
Traditional 401(k) Plan, a Participant’s
Elective Deferrals for a Plan Year may not
exceed the ADP Limit.




     (1) Definition of ADP Limit. The ADP Limit
is the maximum dollar amount of Elective
Deferrals each HCE Participant may defer under
the Plan such that the Plan passes the ADP test
for that Plan Year.



     (2) Definition of Excess Contributions.
Excess Contributions are the amount of Elective
Deferrals made by the HCEs which exceed the ADP
Limit and which may not be recharacterized as
Catch-Up Contributions.



© 2008 Bank of Oklahoma, N.A.




41









 








Defined Contribution Prototype Plan




     (3) ADP test. For each Plan Year, Elective
Deferrals satisfy the ADP test if they satisfy
either of the following tests:



          (a) 1.25 test. The ADP for the HCE Group
does not exceed 1.25 times the ADP of the
NHCE Group; or




          (b) 2 percent test. The ADP for the HCE
Group does not exceed the ADP for the NHCE Group
by more than two percentage points and the ADP
for the HCE Group is not more than twice the ADP
for the NHCE Group.




     (4) Calculation of ADP. The ADP for either
group is the average of the separate ADRs
calculated to the nearest one-hundredth of one
percent for each ADP Participant who is a member
of that group. The Plan Administrator will
include in the ADP test as a zero an ADP
Participant who elects not to make Elective
Deferrals to the Plan for the Testing Year.



          (a) Definition of ADR (actual deferral
ratio). An ADP Participant’s ADR for a Plan Year
is the ratio of the ADP Participant’s Elective
Deferrals, but excluding Catch-Up Contributions,
for the Plan Year to the ADP Participant’s
Compensation for the Plan Year.




          (b) Definitions of ADP Participant and HCE
and NHCE Groups. See Sections 4.11(B), (G), and
(H).




          (c) Excess Deferrals interaction. In
determining the ADP, the Plan Administrator
must include any HCE’s Excess Deferrals
(whether or not corrected), as described in
Section 4.10(A), to this Plan or to any other
Plan of the Employer and the Plan Administrator
will disregard any NHCE’s Excess Deferrals.




          (d) QNECs and QMACs. The Plan
Administrator operationally may include in the
ADP test, QNECs and QMACs the Plan Administrator
does not use in the ACP test, provided that the
Plan passes the ACP test before and after the
shifting of any amount from the ACP test to the
ADP test. The Plan Administrator may use QNECs or
QMACs in the ADP test provided such amounts are
not impermissibly targeted under Section 4.10(D).




          (e) Shifting Elective Deferrals to ACP. The
Plan Administrator will not count in the ADP test
any Elective Deferrals the Plan Administrator
operationally elects to shift to the ACP test;
provided that the Plan must pass the ADP test
both taking into account and disregarding the
Elective Deferrals the Plan Administrator shifts
to the ACP test.




          (f) Current/Prior Year Testing.




               (i) Election. In determining whether the
Plan’s 401(k) arrangement satisfies the ADP
test, the Plan Administrator will use Current
Year Testing or Prior Year Testing as the
Employer elects in its Adoption Agreement. Any
such election applies for such Testing Years as
the Employer elects (and retroactively as the
Employer elects in the case of a Restated Plan).



               (ii) Permissible changes. The Employer may
amend its Adoption Agreement to change from Prior
Year Testing to Current Year Testing at any time,
subject to Section 4.06(D). The Employer under
Section 4.06(D) may amend its Adoption Agreement
to change from Current Year Testing to Prior Year
Testing only: (A) if the Plan has used Current
Year Testing in at least the 5 immediately
preceding Plan Years (or if the Plan has not been
in existence for 5 Plan Years, the number of Plan
Years the Plan has been in existence); (B) the
Plan is the result of aggregation of 2 or more
plans and each of the aggregated plans used
Current Year Testing for the period described in
clause (A); or (C) a transaction occurs to which
the coverage transition rule under Code
§410(b)(6)(C) applies and as a result, the
Employer maintains a plan using Prior Year
Testing and a plan using Current Year Testing.
Under clause (C), the Employer may make an
amendment to change to Prior Year Testing at any
time during the coverage transition period.



               (iii) Deferrals and QNEC/QMAC
deadline/limitation under Prior Year Testing. The
Plan Administrator may include Elective
Deferrals, QNECs or QMACs in determining the HCE
or NHCE ADP only if the Employer makes such
contribution to the Plan within 12 months
following the end of the Plan Year to which the
Elective Deferral relates or to which the Plan
Administrator will allocate the QNEC or QMAC.
Under Prior Year Testing, to count the QNEC or
QMAC in the ADP test, the Employer must
contribute a QNEC or QMAC by the end of the
Testing Year. If the Employer’s adoption of this
Plan is a new Plan (and in the case of a
Restated Plan for Testing Years which begin after
the date the Employer executes the Restated
Plan), the Employer may not make an Operational
QNEC or QMAC if the Plan uses Prior Year Testing.



               (iv) First Plan Year under Prior Year
Testing. For the first Plan Year the Plan permits
Elective Deferrals, if the Plan is not a
Successor Plan and is using Prior Year Testing,
the prior year ADP for the NHCE Group is equal to
the greater of 3% or the actual ADP for the NHCE
Group in the first Plan Year. If the Plan
continues to use Prior Year Testing in the second
Plan Year, the Plan Administrator must use the
actual first Plan Year ADP for the NHCE Group in
the ADP test for the second Plan Year.



               (v) Plan coverage changes under Prior Year
Testing. If the Employer’s Plan is using Prior
Year Testing and the Plan experiences a plan
coverage change under Treas. Reg.
§1.401(k)-2(c)(4), the Plan Administrator will
make any adjustments such regulations may require
to the NHCEs’ ADP for the prior year.



               (vi) Shifting contributions and switching
from Current Year to Prior Year. If the Plan
Administrator is using Current Year Testing and
shifts an Elective Deferral to the ACP test or
shifts a QMAC to the ADP test, then, in the
subsequent Testing Year for which the Plan
Administrator switched to Prior Year Testing, the
Plan Administrator in applying Prior Year Testing
must disregard the shifted amount. As of the
Final 401(k) Regulations Effective Date, the Plan
Administrator in applying Prior Year Testing in
such subsequent Testing Year will restore the ADP
and ACP to their original amounts, leaving the
shifted amount in the original test without
regard to the shift in the previous Testing Year.



     (5) Special aggregation rule for HCEs. To
determine the ADR of any HCE, the Plan
Administrator must take into account any
Elective Deferrals made by



© 2008 Bank of Oklahoma, N.A.





42









 








Defined Contribution Prototype Plan



the HCE (and if used in the ADP test, any QNECs and QMACs
allocated to the HCE) under any other 401(k) Plan maintained by the Employer, unless the Elective
Deferrals are to an ESOP before the Final 401(k) Regulations Effective Date. If the 401(k) Plans
have different Plan Years, the Plan Administrator will determine the combined Elective Deferrals on
the basis of the Plan Years ending in the same calendar year. For Plan Years beginning on or after
the Final 401(k) Regulations Effective Date, if the 401(k) Plans have different Plan Years, all
Elective Deferrals made during the Plan Year will be aggregated. Notwithstanding the foregoing, the
Plan Administrator will not apply the aggregation rule of this Section 4.10(B)(5) to plans which
may not be aggregated under Treas. Reg. §1.401(k)-2(a)(3)(ii)(B).




     (6) Aggregation of certain 401(k) plans. If
the Employer treats two or more plans as a single
plan for coverage or nondiscrimination purposes,
the Employer must combine the 401(k) Plans to
determine whether the plans satisfy the ADP test.
This aggregation rule applies to the ADR
determination for all ADP Participants (and ADP
participants under the other plans), irrespective
of whether an ADP Participant is an HCE or an
NHCE. An Employer may not aggregate: (a) plans
with different Plan Years; (b) a Safe Harbor
401(k) Plan with a non-Safe Harbor 401(k) Plan;
(c) plans which use different testing methods
(Current Year Testing versus Prior Year Testing);
or (d) any other plans which must be
disaggregated under Treas. Reg.
§1.401(k)-1(b)(4)(iv). For Plan Years prior to
the Final 401(k) Regulations Effective Date, the
Employer may not aggregate an ESOP (or the ESOP
portion of a plan) with a non-ESOP plan (or
non-ESOP portion of a plan). If the Employer
aggregating 401(k) Plans under this Section
4.10(B)(6) is using Prior Year Testing, the Plan
Administrator must adjust the NHCE Group ADP for
the prior year as provided in Section
4.10(B)(4)(f)(v).



     (7) Characterization of Excess
Contributions. If, pursuant to Section
4.10(B)(4)(d), the Plan Administrator has elected
to include QMACs in the ADP test, any Excess
Contributions are attributable proportionately to
Elective Deferrals and to QMACs in the ADP test
allocated on the basis of those Elective
Deferrals. The Plan Administrator will reduce the
amount of Excess Contributions for a Plan Year
distributable to an HCE by the amount of Excess
Deferrals (as determined in Section 4.10(A)), if
any, previously distributed to that Employee for
the Employee’s Taxable Year ending in that Plan
Year.



     (8) Distribution of Excess Contributions. If
the Plan Administrator determines the Plan fails
to satisfy the ADP test for a Plan Year, the
Trustee, as directed by the Plan Administrator,
by the end of the Plan Year which follows the
Testing Year (or any later date determined under
Code §7508A), must distribute the Excess
Contributions, as adjusted for Allocable Income
under Section 4.11(C)(2).



          (a) Calculation of total Excess
Contributions. The Plan Administrator will
determine the total amount of the Excess
Contributions to the Plan by starting with the
HCE(s) who has the greatest ADR, reducing his/her
ADR (but not below the next highest ADR), then,
if necessary, reducing the ADR of the HCE(s) at
the next highest ADR, including the ADR of the
HCE(s) whose ADR the Plan Administrator already
has reduced (but not below the next highest ADR),
and continuing in this manner until the ADP for
the HCE Group is equal to the ADP Limit. All
reductions under this Section 4.10(B)(8)(a) are
to the ADR only and do not result in any actual
distributions.




          (b) Apportionment and distribution of Excess
Contributions. After the Plan Administrator has
determined the total Excess Contribution amount,
the Trustee, as directed by the Plan
Administrator, then will distribute to each HCE
his/her respective share of the Excess
Contributions. The Plan Administrator will
determine each HCE’s share of Excess
Contributions by starting with the HCE(s) who has
the highest dollar amount of Elective Deferrals,
reducing his/her Elective Deferrals (but not
below the next highest dollar amount of Elective
Deferrals), then, if necessary, reducing the
Elective Deferrals of the HCE(s) at the next
highest dollar amount of Elective Deferrals
including the Elective Deferrals of the HCE(s)
whose Elective Deferrals the Plan Administrator
already has reduced (but not below the next
highest dollar amount of Elective Deferrals), and
continuing in this manner until the Trustee has
distributed all Excess Contributions.




          (c) Roth and Pre-Tax Deferrals. If an HCE
who will receive a distribution of Excess
Contributions, in the Plan Year for which the
corrective distribution is
made, has contributed both Pre-Tax Deferrals and
Roth Deferrals, the Plan Administrator
operationally will determine the Elective
Deferral Account source(s) from which it will
direct the Trustee to make the corrective
distribution. The Plan Administrator also may
permit the affected Participant to elect the
source(s) from which the Trustee will make the
corrective distribution. However, the amount of
a corrective distribution of Excess
Contributions to any Participant from the
Pre-Tax Deferral or Roth Deferral sources under
this Section 4.10(B)(8)(c) may not exceed the
amount of the Participant’s Pre-Tax Deferrals or
Roth Deferrals for the Testing Year.




          (d) Catch-Up Deferrals re-characterized. If
the Plan permits Catch-Up Contributions and a
Catch-Up Eligible Participant exceeds his/her ADP
Limit and the Plan Administrator otherwise would
distribute the Participant’s Excess
Contributions, the Plan Administrator instead
will re-characterize as a Catch-Up Deferral the
portion of such Excess Contributions as is equal
to the Participant’s unused Catch-Up Deferral
Limit applicable to the Testing Year. Any such
re-characterized Excess Contribution, plus
Allocable Income, will remain in the
Participant’s Account and the Plan Administrator,
for purposes of determining ADP test correction,
will treat the re-characterized amount, including
Allocable Income, as having been distributed. If
the Employer in its Adoption Agreement has
elected to match Catch-Up Deferrals, the Plan
Administrator will retain in the affected
Participant’s Account any Matching Contributions
made with respect to any Excess Contributions
which the Plan Administrator re-characterizes
under this Section 4.10(B)(8)(d).




     (9) Allocable Income/Testing Year and Gap
Period. A corrective distribution under Section
4.10(B)(8) must include Allocable Income. See
Section 4.11(C)(2).



     (10) Treatment as Annual Additions.
Distributed Excess Contributions are Annual
Additions under



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Defined Contribution Prototype Plan



Sections 4.01 through 4.05 in the Limitation
Year in which such amounts were allocated.




     (11) Re-characterization as Employee
Contributions. In addition to the other
correction methods under this Section 4.10(B),
the Plan Administrator operationally may elect
to correct an ADP test failure by
re-characterizing the Elective Deferrals in
excess of the ADP Limit as Employee
Contributions in accordance with Treas. Reg.
§1.401(k)-2(b)(3).


(C) Actual Contribution Percentage (ACP) Test.
If: (i) the Employer in its Adoption Agreement
has elected to test its Plan as a traditional
401(k) Plan; (ii) the Employer under its 401(k)
Plan has elected only ADP safe harbor plan status
and the Employer makes Matching Contributions; or
(iii) under any Plan there are Employee
Contributions or Matching Contributions (not
exempted from ACP testing), a Participant’s
Aggregate
Contributions may not exceed the ACP Limit.




     (1) Definition of ACP Limit. The ACP Limit
is the maximum dollar amount of Aggregate
Contributions that each HCE may receive or may
make under the Plan such that the Plan passes
the ACP test.



     (2) Definition of Aggregate Contributions.
Aggregate Contributions are Matching
Contributions and Employee Contributions.
Aggregate Contributions also include any QMACs,
QNECs and Elective Deferrals the Plan
Administrator includes in the ACP test.



     (3) Definition of Excess Aggregate
Contributions. Excess Aggregate Contributions are
the amount of Aggregate Contributions allocated
on behalf of the HCEs which cause the Plan to
fail the ACP test.



     (4) ACP test. For each Plan Year, Aggregate
Contributions satisfy the ACP test if they
satisfy either of the following tests:



          (a) 1.25 test. The ACP for the HCE Group
does not exceed 1.25 times the ACP of the
NHCE Group; or




          (b) 2 percent test. The ACP for the HCE
Group does not exceed the ACP for the NHCE Group
by more than two percentage points and the ACP
for the HCE Group is not more than twice the ACP
for the NHCE Group.




     (5) Calculation of ACP. The ACP for either
group is the average of the separate ACRs
calculated to the nearest one-hundredth of one
percent for each ACP Participant who is a member
of that group. The Plan Administrator will
include in the ACP test as a zero an ACP
Participant who for the Testing Year: (i) is
eligible to make Employee Contributions but who
does not do so; or (ii) is eligible to make
Elective Deferrals and to receive an allocation
of any Matching Contributions based on Elective
Deferrals but who does not make any Elective
Deferrals. An Employee who fails to satisfy an
allocation condition applicable to Matching
Contributions is excluded from the ACP test
unless the Employee is eligible to make Employee
Contributions or the Plan Administrator
re-characterizes any of the Employee’s Elective
Deferrals as Employee Contributions.



          (a) Definition of ACR (actual contribution
ratio). An ACP Participant’s ACR for a Plan
Year is the
ratio of the ACP Participant’s Aggregate
Contributions for the Plan Year to the ACP
Participant’s Compensation for the Plan Year.




          (b) Definitions of ACP Participant and HCE
and NHCE Groups. See Section 4.11(A), (G), and
(H).




          (c) QNECs and Elective Deferrals. The Plan
Administrator operationally may include in the
ACP test QNECs and Elective Deferrals the Plan
Administrator does not use in the ADP test,
provided that the Plan passes the ADP test
before and after the shifting of any amount from
the ADP test to the ACP test. The Plan
Administrator may use QNECs in the ACP test
provided such amounts are not impermissibly
targeted under Section 4.10(D).




          (d) Shifting QMACs to ADP. The Plan
Administrator will not count in the ACP test any
QMACs the Plan Administrator operationally elects
to shift to the ADP test; provided that the Plan
must pass the ACP test both taking into account
and disregarding the QMACs the Plan Administrator
shifts to the ADP test.




          (e) Current/Prior Year Testing.




               (i) Election. In determining whether the
Plan’s 401(k) arrangement satisfies the ACP
test, the Plan Administrator will use Current
Year Testing or Prior Year Testing as the
Employer elects in its Adoption Agreement. Any
such election applies for such Testing Years as
the Employer elects (and retroactively as the
Employer elects in the case of a Restated Plan).



               (ii) Permissible changes. The Employer may
amend its Adoption Agreement to change from Prior
Year Testing to Current Year Testing at any time,
subject to Section 4.06(D). The Employer, under
Section 4.06(D) may amend its Adoption Agreement
to change from Current Year Testing to Prior Year
Testing only: (A) if the Plan has used Current
Year Testing in at least the 5 immediately
preceding Plan Years (or if the Plan has not been
in existence for 5 Plan Years, the number of Plan
Years the Plan has been in existence); (B) the
Plan is the result of aggregation of 2 or more
plans and each of the aggregated plans used
Current Year Testing for the period described in
clause (A); or (C) a transaction occurs to which
the coverage transition rule under Code
§410(b)(6)(C) applies and as a result, the
Employer maintains a plan using Prior Year
Testing and a plan using Current Year Testing.
Under clause (C), the Employer may make an
amendment to change to Prior Year Testing at any
time during the coverage transition period.



               (iii) Employee Contribution, Matching and
QNEC deadline/limitation under Prior Year
Testing. The Plan Administrator includes Employee
Contributions in the ACP test in the Testing Year
in which the Employer withholds the Employee
Contributions from the Participant’s pay,
provided such contributions are contributed to
the Trust within a reasonable period thereafter.
The Plan Administrator may include Matching
Contributions and QNECs in determining the HCE or
NHCE ACP only if the Employer makes such
contribution to the Plan within 12 months
following the end of the Plan Year to which the
Plan Administrator will allocate the Matching
Contribution or QNEC. Under Prior Year Testing,
to count the QNEC in the ACP test, the Employer
must contribute a QNEC by the end of the



© 2008 Bank of Oklahoma, N.A.





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Defined Contribution Prototype Plan



Testing Year. If the Employer’s adoption of this
Plan is a new Plan (and in the case of a restated
Plan effective for Testing Years which begin
after the date the Employer executes the restated
Plan), the Employer may not make an Operational
QNEC if the Plan uses Prior Year Testing.




               (iv) First Plan Year under Prior Year
Testing. For the first Plan Year the Plan permits
Matching Contributions or Employee Contributions,
if the Plan is not a Successor Plan and is using
Prior Year Testing, the prior year ACP for the
NHCE Group is equal to the greater of 3% or the
actual ACP for the NHCE Group in the first Plan
Year. If the Plan continues to use Prior Year
Testing in the second Plan Year, the Plan
Administrator must use the actual first Plan Year
ACP for the NHCE Group in the ACP test for the
second Plan Year.



               (v) Plan coverage changes under Prior Year
Testing. If the Employer’s Plan is using Prior
Year Testing and the Plan experiences a plan
coverage change under Treas. Reg.
§1.401(m)-2(c)(4), the Plan Administrator will
make any adjustments such regulations may require
to the NHCEs’ ACP for the prior year.



               (vi) Shifting contributions and switching
from Current Year to Prior Year. If the Plan
Administrator is using Current Year Testing and
shifts an Elective Deferral to the ACP test or
shifts a QMAC to the ADP test, then, in the
subsequent Testing Year for which the Plan
Administrator switched to Prior Year Testing, the
Plan Administrator in applying Prior Year Testing
must disregard the shifted amount. As of the
Final 401(k) Regulations Effective Date, the Plan
Administrator in applying Prior Year Testing in
such subsequent Testing Year will restore the ADP
and ACP to their original amounts, leaving the
shifted amount in the original test without
regard to the shift in the previous Testing Year.



     (6) Special aggregation rule for HCEs. To
determine the ACR of any HCE, the Plan
Administrator must take into account any
Aggregate Contributions allocated to the HCE
under any other 401(m) Plan maintained by the
Employer, unless the Aggregate Contributions are
to an ESOP before the Final 401(k) Regulations
Effective Date. If the 401(m) Plans have
different Plan Years, the Plan Administrator
will determine the combined Aggregate
Contributions on the basis of the Plan Years
ending in the same calendar year. For Plan Years
beginning on or after the Final 401(k)
Regulations Effective Date, if the 401(m) Plans
have different Plan Years, all Aggregate
Contributions made during the Plan Year will be
aggregated.
Notwithstanding the foregoing, the Plan
Administrator will not apply the aggregation rule
of this Section 4.10(C)(6) to plans which may not
be aggregated under Treas. Reg.
§1.401(m)-2(a)(3)(ii)(B).



     (7) Aggregation of certain 401(m) plans. If
the Employer treats two or more plans as a single
plan for coverage or nondiscrimination purposes,
the Employer must combine the 401(m) Plans under
such plans to determine whether the plans satisfy
the ACP test. This aggregation rule applies to
the ACR determination for all ACP Participants
(and ACP participants under the other plans),
irrespective of whether an ACP Participant is an
HCE or an NHCE. An Employer may not aggregate:
(a) plans with different Plan Years; (b) a Safe
Harbor 401(k) Plan with a non-Safe Harbor 401(k)
Plan; (c) plans which use different testing
methods (Current Year Testing versus Prior Year
Testing); or (d) any other plans which must be
disaggregated under Treas. Reg.
§1.401(k)-1(b)(4)(iv). For Plan Years prior to
the Final 401(k) Regulations Effective Date, the
Employer may not
aggregate an ESOP (or the ESOP portion of a plan)
with a non-ESOP plan (or non-ESOP portion of a
plan). If the Employer aggregating 401(m) Plans
under this Section 4.10(C)(7) is using Prior Year
Testing, the Plan Administrator must adjust the
NHCE Group ACP for the prior year as provided in
Section 4.10(C)(5)(e)(v).



(8) Distribution of Excess Aggregate
Contributions. If the Plan Administrator
determines the Plan fails to satisfy the ACP test
for a Plan Year, the Trustee, as directed by the
Plan Administrator, by the end of the Plan Year
which follows the Testing Year (or any later date
determined under Code §7508A), must distribute
the Vested Excess Aggregate Contributions, as
adjusted for Allocable Income under Section
4.11(C)(2).




          (a) Calculation of total Excess Aggregate
Contributions. The Plan Administrator will
determine the total amount of the Excess
Aggregate Contributions by starting with the
HCE(s) who has the greatest ACR, reducing his/her
ACR (but not below the next highest ACR), then,
if necessary, reducing the ACR of the HCE(s) at
the next highest ACR level, including the ACR of
the HCE(s) whose ACR the Plan Administrator
already has reduced (but not below the next
highest ACR), and continuing in this manner until
the ACP for the HCE Group satisfies the ACP test.
All reductions under this Section 4.10(C)(8)(a)
are to the ACR only and do not result in any
actual distributions.




          (b) Apportionment and distribution of Excess
Aggregate Contributions. After the Plan
Administrator has determined the total Excess
Aggregate Contribution amount, the Trustee, as
directed by the Plan Administrator, then will
distribute (to the extent Vested) to each HCE
his/her respective share of the Excess Aggregate
Contributions. The Plan Administrator will
determine each HCE’s share of Excess Aggregate
Contributions by starting with the HCE(s) who has
the highest dollar amount of Aggregate
Contributions, reducing the amount of his/her
Aggregate Contributions (but not below the next
highest dollar amount of the Aggregate
Contributions), then, if necessary, reducing the
amount of Aggregate Contributions of the HCE(s)
at the next highest dollar amount of Aggregate
Contributions, including the Aggregate
Contributions of the HCE(s) whose Aggregate
Contributions the Plan Administrator already has
reduced (but not below the next highest dollar
amount of Aggregate Contributions), and
continuing in this manner until the Trustee has
distributed all Excess Aggregate Contributions.




     (9) Allocable Income/Testing Year and
Gap Period. The Plan Administrator will
calculate and will distribute Excess
Aggregate Contribution Allocable Income in
the same manner as described in Section
4.10(B)(9) for Excess Contributions.



     (10) Testing and correction ordering. If the
Plan Administrator must perform both the ADP and
ACP tests in a given Plan Year, the Plan
Administrator may perform the tests and undertake
correction of a failed test in any order that the
Plan Administrator determines and which is not
inconsistent with Applicable Law, with a view
toward preserving Plan benefits, maximizing
Employer



© 2008 Bank of Oklahoma, N.A.





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Defined Contribution Prototype Plan



Contributions in the Plan versus Employee
Contributions or Elective Deferrals, and
minimizing forfeitures. Toward this end, the Plan
Administrator may treat an HCE’s allocable share
of Excess Aggregate Contributions in the
following priority: (a) first as attributable to
his/her Employee Contributions and Matching
Contributions thereon, if any; (b) then as
attributable to Matching Contributions allocable
as to Excess Contributions determined under the
ADP test such that the Plan Administrator
distributes any Vested Excess Aggregate
Contribution to reduce the amount of Associated
Matching Contribution subject to forfeiture
(irrespective of vesting). See Section 3.07(B)(1)
as to testing or retesting related to forfeiture
allocations. To the extent that distributed
Excess Aggregate Contributions include Elective
Deferrals, and the Participant in that Testing
Year made both Pre-Tax Deferrals and Roth
Deferrals, the ordering rules under Sections
4.10(A)(10) and 4.10(B)(8)(c) apply.




     (11) Vesting/forfeiture of non-Vested
Excess Aggregates. To the extent an HCE’s Excess
Aggregate Contributions are attributable to
Matching Contributions, and he/she is not 100%
Vested in his/her Matching Contribution Account,
the Plan Administrator will distribute only the
Vested portion and will forfeit the non-Vested
portion. The Vested portion of the HCE’s Excess
Aggregate Contributions attributable to Employer
Matching Contributions is the total amount of
such Excess Aggregate Contributions (as adjusted
for allocable income) multiplied by his/her
Vested percentage (determined as of the last day
of the Plan Year for which the Employer made the
Matching Contribution).



     (12) Treatment as Annual Addition.
Distributed Excess Aggregate Contributions are
Annual Additions under Sections 4.01 through
4.05 in the Limitation Year in which such
amounts were allocated.


(D) QNEC, Matching and QMAC Targeting
Restrictions. The Plan Administrator in
performing the ADP or ACP tests may not include
in the tests any impermissibly targeted QNEC or
Matching Contribution as described in this
Section 4.10(D). These targeting restrictions
apply as of the Final 401(k) Regulations
Effective Date to Matching Contributions, to
Plan-Designated and Operational QNECs and to
Plan-Designated and Operational QMACs. The
Employer will not contribute Operational QNECs
or QMACs which would violate the targeting
restrictions.




     (1) QNEC targeting rules. The Plan
Administrator may include in the ADP test or in
the ACP test only such amounts of any QNEC as are
not impermissibly targeted. A QNEC is
impermissibly targeted if the QNEC amount
allocated to any NHCE exceeds the greater of: (a)
5% of Compensation; or (b) 2 times the Plan’s
Representative Contribution Rate.



          (a) Definition of
Representative Contribution
Rate.




               (i) ADP. The Plan’s ADP Representative
Contribution Rate is the lowest ADP Applicable
Contribution Rate of any ADP Participants who are
NHCEs in a group consisting of: (A) any one-half
of the ADP Participants who are NHCEs for the
Plan Year; or (B) if it would result in a greater
Representative Contribution Rate than under
clause (A), all of the ADP
Participants who are NHCEs and who are employed
by the Employer on the last day of the Plan
Year.



               (ii) ACP. The Plan’s ACP Representative
Contribution Rate is the lowest ACP Applicable
Contribution Rate of any ACP Participants who are
NHCEs in a group consisting of: (A) any one-half
of the ACP Participants who are NHCEs for the
Plan Year; or (B) if it would result in a greater
Representative Contribution Rate than under
clause (A), all of the ACP Participants who are
NHCEs and who are employed by the Employer on the
last day of the Plan Year.



          (b) Definition of Applicable Contribution
Rate.




               (i) ADP. The Applicable Contribution Rate
of an ADP Participant who is an NHCE for the ADP
test is the sum of the NHCE’s QNECs and QMACs
used in the ADP test, divided by the NHCE’s
Compensation.



               (ii) ACP. The Applicable Contribution Rate
of an ACP Participant who is an NHCE for the ACP
test is the sum of the NHCE’s Matching
Contributions and QNECs used in the ACP test,
divided by the NHCE’s Compensation.



          (c) QNEC in ACP test. The Plan
Administrator may not use in the ADP test or
take into account in determining the Plan’s
Representative Contribution Rate, any QNEC the
Plan Administrator applies to the ACP test.




          (d) Prevailing Wage Contribution.
Notwithstanding Section 4.10(D)(1), the Plan
Administrator may count in the ADP test QNECs
which are Prevailing Wage Contributions to the
extent that such QNECs do not exceed 10% of
Compensation. The Plan Administrator also may
count in the ACP test a QNEC which is a
Prevailing Wage Contribution up to an additional
10% of Compensation, such that the combined QNEC
amount does not exceed 20% of Compensation and
not more than 10% in either test.




     (2) Matching Contribution targeting rules.
The Plan Administrator may include in the ACP
test only such Matching Contribution amounts
(including QMACs) as are not impermissibly
targeted. A Matching Contribution is
impermissibly targeted if the Matching
Contribution amount allocated to any NHCE exceeds
the greatest of: (i) 5% of Compensation; (ii) the
amount of the NHCE’s Elective Deferrals; or (iii)
the product of 2 times the Plan’s Representative
Matching Rate and the NHCE’s Elective Deferrals
for the Plan Year.



          (a) Definition of Representative Matching
Rate. The Plan’s Representative Matching Rate is
the lowest Matching Rate for any ACP Participants
who are NHCEs in a group consisting of: (i) any
one-half of the ACP Participant NHCEs who make
Elective Deferrals for the Plan Year; or if it
would result in a greater Representative Matching
Rate, (ii) all of the ACP Participant NHCEs who
make Elective Deferrals for the Plan Year and who
are employed by the Employer on the last day of
the Plan Year.



          (b) Definition of Matching Rate. The
Matching Rate for an NHCE is the NHCE’s Matching
Contributions divided by his/her Elective
Deferrals; provided that if the Matching Rate is
not the same for all



© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan



levels of Elective Deferrals, the Plan Administrator will determine each NHCE’s Matching Rate
by assuming an Elective Deferral equal to 6% of Compensation.




          (c) Employee Contributions. If the Plan
permits Employee Contributions, the Plan
Administrator will apply this Section 4.10(D)(2)
by adding together an NHCE’s Employee
Contributions and Elective Deferrals. If the Plan
provides a Matching Contribution only as to
Employee Contributions, the Plan Administrator
will apply this Section 4.10(D)(2) by
substituting the Employee Contributions for
Elective Deferrals.




     (3) Accrued fixed contributions. The
Employer must contribute any accrued fixed
contribution, even if any or all of such
contribution is impermissibly targeted under
this Section 4.10(D).



     4.11 DEFINITIONS: SECTIONS 4.06-4.10.
For purposes of Sections 4.06 through 4.10:


(A) ACP Participant. ACP Participant means an
Eligible Employee who has satisfied the
eligibility requirements under Article II and the
allocation conditions under Section 3.06
applicable to Matching Contributions such that
the Participant would be entitled to a Matching
Contribution allocable to the Testing Year if
he/she makes an Elective Deferral. An ACP
Participant also includes an Eligible Employee
who has satisfied the eligibility requirements
under Article II applicable to Employee
Contributions and who has the right at any time
during the Testing Year to make Employee
Contributions. Any Employee with zero
Compensation for the Testing Year is not an ACP
Participant.



(B) ADP Participant. ADP Participant means an
Eligible Employee who has satisfied the
eligibility requirements under Article II
applicable to any Elective Deferrals and who has
the right at any time during the Testing Year to
make Elective Deferrals. Any Employee with zero
Compensation for the Testing Year is not an ADP
Participant. A Participant is an ADP Participant
even if he/she may not make Elective Deferrals
for all or any part of the Testing Year because
of the Annual Additions Limit or suspension
based on a hardship distribution under Section
6.07.



(C) Allocable Income. Allocable Income means
as follows:




     (1) Excess Deferrals. For purposes of
making a distribution of Excess Deferrals
pursuant to Section 4.10(A), Allocable Income
means Earnings allocable to the Excess Deferrals
for the Taxable Year in which the Participant
made the Excess Deferral. The Plan Administrator
also will distribute Gap Period income with
respect to Excess Deferrals in Taxable Years
which began on or after January 1, 2007, if the
Plan Administrator in accordance with the Plan
terms
otherwise would allocate the Gap Period
Allocable Income to the Participant’s Account.
The Plan Administrator will not distribute Gap
Period income with respect to Excess Deferrals
occurring before the above date unless the
Employer elects otherwise in Appendix B.



          (a) Reasonable or alternative (pro rata)
method. To calculate such Allocable Income for
the Taxable Year, the Plan Administrator will
use: (i) a uniform and nondiscriminatory method
which reasonably reflects the manner used by
the Plan Administrator to allocate Earnings to
Participants’ Accounts; or (ii) the “alternative
method” under Treas. Reg.
§1.402(g)-1(e)(5)(iii). See Section
4.11(C)(2)(a) as to the alternative method
except the Plan Administrator will apply such
modifications as are necessary to determine
Taxable Year Allocable Income with respect to
the Excess Deferrals.




          (b) Gap Period. To calculate Gap Period
Allocable Income, the Plan Administrator may use
either of the Section 4.11(C)(1)(a) methods, or
may apply the “safe harbor method” under Treas.
Reg. §1.402(g)-1(e)(5)(iv). See Section
4.11(C)(2)(b) as to the safe harbor method
except the Plan Administrator will apply such
modifications as are necessary to determine Gap
Period Allocable Income with respect to the
Excess Deferrals. Under a reasonable method
described in Section 4.11(C)(1)(a), clause (i),
the Plan Administrator may determine the
Allocable Income as of a date which is no more
than 7 days prior to the date of the corrective
distribution.




     (2) Excess Contributions/Aggregates. For
purposes of making a distribution of Excess
Contributions under Section 4.10(B) and Excess
Aggregate Contributions under Section 4.10(C),
Allocable Income means Earnings allocable to such
amounts. For Plan Years beginning on or after the
Final 401(k) Regulations Effective Date, the Plan
Administrator must calculate Allocable Income for
the Testing Year and also for the Gap Period;
provided that the Plan Administrator will
calculate and distribute the Gap Period Allocable
Income only if the Plan Administrator in
accordance with the Plan terms otherwise would
allocate the Gap Period Allocable Income to the
Participant’s Account. For Plan Years beginning
prior to the Final 401(k) Regulations Effective
Date, the Plan Administrator will not distribute
Gap Period income with respect to Excess
Contributions or Excess Aggregate Contributions
occurring before the above date unless the
Employer elects otherwise in Appendix B.



          (a) Reasonable or alternative (pro rata)
method. To calculate such Allocable Income for
the Testing Year, the Plan Administrator will
use: (i) a uniform and nondiscriminatory method
which reasonably reflects the manner used by the
Plan Administrator to allocate Earnings to
Participants’ Accounts; or (ii) the “alternative
method” under Treas. Reg.
§§1.401(k)-2(b)(2)(iv)(C) and
1.401(m)-2(b)(2)(iv)(C). Under the alternative
method, the Plan Administrator will determine the
Allocable Income for the Testing Year by
multiplying the Testing Year income with respect
to Participant’s Excess Contributions (or Excess
Aggregate Contributions) by a fraction, the
numerator of which is the Participant’s Excess
Contributions (or Excess Aggregate Contributions)
and
the denominator of which is the Participant’s end
of the Testing Year Account Balance attributable
to Elective Deferrals (or Matching Contributions
and Employee Contributions) and any other amounts
included in the ADP test (or ACP test), but
disregarding Earnings on such amounts for the
Testing Year.




          (b) Gap Period. To calculate Gap Period
Allocable Income, the Plan Administrator may use
either of the Section 4.11(C)(2)(a) “reasonable
method” or “alternative method” (but as modified
to include the Gap Period), or may apply the
“safe harbor method” under



© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan



Treas. Reg. §§1.401(k)-2(b)(2)(iv)(D) and
1.401(m)-2(b)(2)(iv)(D). Under the safe harbor
method, the Gap Period Allocable Income is equal
to 10% of the Testing Year income determined
under alternative method, multiplied by the
number of calendar months in the Gap Period. If
a corrective distribution is made on or before
the 15th day of a month, that month is
disregarded in determining the number of months
in the Gap Period. If the corrective
distribution is made after the 15th day of the
month, that month is included in such
calculation. Under a reasonable method described
in Section 4.11(C)(2)(a), clause (i), the Plan
Administrator may determine the Allocable Income
as of a date which is no more than 7 days prior
to the date of the corrective distribution.



(D) Compensation. Compensation means, except as
otherwise provided in this Article IV,
Compensation as defined for nondiscrimination
purposes in Section 1.11(F).



(E) Current Year Testing. Current Year Testing
means for purposes of the ADP test described in
Section 4.10(B) and the ACP test described in
Section 4.10(C), the use of data from the Testing
Year in determining the ADP or ACP for the NHCE
Group.



(F) Gap Period. Gap Period means the period
commencing on the first day of the next Plan
Year following the Testing Year and ending on
the date the
Plan Administrator distributes Excess
Contributions or Excess Aggregate Contributions
for the Testing Year. As to Excess Deferrals, Gap
Period means the period commencing on the first
day of the next Taxable Year following the
Taxable Year in which the Participant made the
Excess Deferrals and ending on the date the Plan
Administrator distributes the Excess Deferrals.



(G) HCE Group. HCE Group means the group of ADP
Participants or ACP Participants (as the context
requires) who are HCEs for the Testing Year.



(H) NHCE Group. NHCE Group means the group of
ADP Participants or ACP Participants (as the
context requires) who are NHCEs for the Testing
Year, or for the immediately prior Plan Year
under Prior Year Testing, except as the Testing
Year may apply in the first Plan
Year.



(I) Prior Year Testing. Prior Year Testing means
for purposes of the ADP test described in Section
4.10(B) and the ACP test described in Section
4.10(C), the use of data from the Plan Year
immediately prior to the Testing Year in
determining the ADP or ACP for the NHCE Group.



(J) Testing Year. Testing Year means the Plan
Year for which the Plan Administrator is
performing coverage or nondiscrimination testing
including the ADP test or the ACP test.




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Defined Contribution Prototype Plan




ARTICLE V

VESTING




     5.01 NORMAL/EARLY RETIREMENT AGE. The
Employer in its Adoption Agreement must specify
the Plan’s Normal Retirement Age. If the Employer
fails to specify the Plan’s Normal Retirement Age
in its Adoption Agreement, the Employer is deemed
to have elected age 65 as the Plan’s Normal
Retirement Age. The Employer in its Adoption
Agreement may specify an Early Retirement Age. A
Participant’s Account Balance derived from
Employer contributions is 100% Vested upon and
after his/her attaining Normal Retirement Age (or
if applicable, Early Retirement Age) if the
Participant is employed by the Employer on or
after that date and regardless of the
Participant’s Years of Service for vesting or the
Employer’s Adoption Agreement elected vesting
schedules.



     5.02 PARTICIPANT DEATH OR DISABILITY. The
Employer must elect in its Adoption Agreement
whether a Participant’s Account Balance derived
from Employer Contributions is 100% Vested if
the Participant’s Separation from Service is a
result of his/her death or Disability.



     5.03 VESTING SCHEDULE.


(A) General. Except as provided in Sections 5.01
and 5.02, or unless the Employer in its Adoption
Agreement elects immediate vesting, for each Year
of Service as described in Section 5.05, a
Participant’s Vested percentage of his/her
Account Balance derived from Nonelective
Contributions, Regular Matching Contributions,
Additional Matching Contributions, Money Purchase
Pension Contributions or Target Benefit
Contributions equals the percentage under the
appropriate vesting schedule the Employer has
elected in its Adoption Agreement.




     (1) Matching/ top-heavy schedule. The
Employer must elect to apply a top-heavy (or
modified top-heavy) vesting schedule to the
Regular Matching Contributions and to the
Additional Matching Contributions. The top-heavy
vesting schedule applies to all Regular Matching
Contributions Accounts and Additional Matching
Contributions Accounts of all Participants who
have at
least one Hour of Service in a Plan Year
beginning after December 31, 2001, regardless of
when the Matching Contributions were made.
However, the Employer in Appendix B: (a) may
elect to apply the top-heavy vesting schedule
only to Regular Matching Contributions and
Additional Matching Contributions made in Plan
Years beginning after December 31, 2001 and to
the associated Earnings; and (b) may elect to
apply top-heavy vesting to the affected Matching
Contributions for all Participants even if they
do not have one Hour of Service in a Plan Year
beginning after December 31, 2001. If the
Employer elects in its Adoption Agreement to
apply a non-top-heavy schedule to Employer
Contributions other than Matching Contributions,
the Employer must also elect in its Adoption
Agreement, that in the event that the Plan
becomes top-heavy and then later becomes
non-top-heavy, whether to return to the elected
non-top-heavy schedule commencing in the
non-top-heavy Plan Year. If the Employer elects a
non-compliant top-heavy schedule, the Plan
Administrator will apply a top-heavy schedule
under the Plan which most closely approximates
the Employer’s elected schedule (graded or
cliff).



     (2) Election of different schedules.
Subject to Section 5.03(A)(1), the Employer in
its Adoption Agreement must elect whether the
Plan will apply the same vesting schedule or a
different vesting schedule to Employer
Contributions (other than Matching
Contributions), Regular Matching Contributions
and Additional Matching Contributions.


(B) Vesting Schedules. For purposes of the
Employer’s elections under its Adoption
Agreement, “6-year graded,” “3-year cliff,”
“7-year graded” or “5-year cliff” means an
Employee’s Vested percentage, based on each
included Year of Service, under the following
applicable schedule:




	 	 	 	 	 
	6-year graded	 	7-year graded	 
	 
	 	 	 	 
	0-1 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
cliff

	 
	 	 	 	 
	0-2 years / 0%
	 	0-4 years / 0%
	3 years / 100%
	 	5 years / 100%





(C) “Grossed-Up” Vesting Formula. If the Trustee
makes a distribution (other than a Cash-Out
Distribution described in Section 5.04) to a
Participant from an Account which is not fully
Vested, and the Participant has not incurred a
Forfeiture Break in Service, the provisions of
this Section 5.03(C) apply to the Participant’s
Account Balance.




     (1) Separate Account/formula. The Plan
Administrator will establish a separate account
for the Participant’s Account Balance at the
time of the distribution. At any relevant time
following the distribution, the Plan
Administrator will determine the Participant’s
Vested Account Balance in such separate account
derived from Employer Contributions in
accordance with the following formula: P(AB + D)
- D. To apply this formula, “P” is the
Participant’s current vesting percentage at the
relevant time, “AB” is the Participant’s
Employer-derived Account Balance at the relevant
time and “D” is the amount of the earlier
distribution. If, under a Restated Plan, the
Plan has made distribution to a partially-Vested
Participant prior to its restated Effective Date
and is unable to apply the cash-out provisions
of Section 5.04 to that prior distribution, this
special vesting formula also applies to that
Participant’s remaining Account Balance.



     (2) Alternative formula. The Employer, in
Appendix B, may elect to modify this formula to
read as follows: P(AB + (R x D)) – (R x D). For
purposes of this alternative formula, “R” is
the ratio of “AB” to the Participant’s
Employer-derived Account Balance immediately
following the earlier distribution.



     (3) Application to Contribution Type. If a
Participant will receive a distribution from a
particular Contribution Type, the Plan
Administrator in applying this



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Defined Contribution Prototype Plan



Section 5.03(C) will determine the
Participant’s Vested Account Balance for the
Participant’s Contribution Type separately.



(D) Special Vesting Elections. The Employer in
its Adoption Agreement may elect other
specified vesting provisions which are
consistent with Code §411 and Applicable Law.



(E) Fully Vested Amounts. A Participant has a
100% Vested interest at all times in his/her
Accounts attributable to Elective Deferrals,
Employee Contributions, QNECs, QMACs, Safe Harbor
Contributions, SIMPLE Contributions, Rollover
Contributions, DECs and Designated IRA
Contributions. A Participant has a 100% Vested
interest at all times in his/her Account
attributable to Prevailing Wage Contributions
unless the Prevailing Wage Contract does not
provide for 100% vesting in which event vesting
is in accordance with the Prevailing Wage
Contract. However, a Participant has a 100%
Vested interest at all times in his/her Account
attributable to Prevailing Wage Contributions
which are used as QNECs or which are used to
offset QNECs, QMACs, Safe Harbor Contributions,
or SIMPLE Contributions.



(F) Mergers/Transfers. A merger or Transfer of
assets from another Defined Contribution Plan to
this Plan does not result, solely by reason of
the merger or Transfer, in 100% vesting of the
merged or transferred assets. The Plan
Administrator operationally and on a uniform and
nondiscriminatory basis will determine in the
case of a merger or other Transfer to the Plan
whether: (1) to vest immediately all transferred
assets; (2) to vest the transferred assets in
accordance with the Plan’s vesting schedule
applicable to the Contribution Type being
transferred but subject to the requirements of
Section 5.08; or (3) to vest the transferred
assets in accordance with the transferor plan’s
vesting schedule(s) applicable to the
Contribution Types being transferred, as such
schedules existed on the date of the Transfer.
The Employer may elect to record such
information in its Adoption Agreement as a
special vesting election.




     5.04 CASH-OUT DISTRIBUTION/POSSIBLE
RESTORATION.


(A) Effect of Cash-Out Distribution. If,
pursuant to Article VI, a partially-Vested
Participant receives a Cash-Out Distribution
before he/she incurs a Forfeiture Break in
Service the Participant will incur an immediate
forfeiture of the non-Vested portion of his/her
Account Balance.




     (1) Definition of Cash-Out Distribution. A
Cash-Out Distribution is a distribution to the
Participant or a Direct Rollover for the
Participant (whether a Mandatory Distribution or
a Distribution Requiring Consent as described in
Article VI), of his/her entire Vested Account
Balance (including Elective Deferrals and
Employee Contributions if any) due to the
Participant’s Separation from Service or
Severance from Employment.



     (2) Allocation in Cash-Out Year. If a
partially-Vested Participant’s Account is
entitled to an allocation of Employer
Contributions or Participant forfeitures for the
Plan Year in which he/she otherwise would incur a
forfeiture by reason of a Cash-Out Distribution,
the Plan Administrator will make the additional
allocation of
Employer Contributions and forfeitures without
regard to whether the Participant previously
received a Cash-Out Distribution; provided, that
the Plan Administrator, in accordance with
Section 3.07(D), will not allocate to such
Participant any of his/her own forfeiture
resulting from the Cash-Out Distribution. A
partially-Vested Participant is a Participant
whose Vested percentage determined under Section
5.03 is more than 0% but is less than 100%.


(B) Forfeiture Restoration and Conditions for
Restoration. A partially-Vested Participant
re-employed by the Employer after receiving a
Cash-Out Distribution of the Vested percentage of
his/her Account Balance may repay to the Trust
the entire amount of the Cash-Out Distribution
(including Elective Deferrals and Employee
Contributions if any) without any adjustment for
Earnings, unless the Participant no longer has a
right to restoration under this Section 5.04(B).




     (1) Restoration. If a re-employed
Participant repays his/her Cash-Out Distribution,
the Plan Administrator, subject to the conditions
of this Section 5.04(B), must restore the
Participant’s Account Balance to the same dollar
amount as the dollar amount of his/her Account
Balance on the Accounting Date, or other
Valuation Date, immediately preceding the date of
the Cash-Out Distribution, unadjusted for any
Earnings occurring subsequent to that Accounting
Date (and prior to the Participant’s repayment or
the Employer’s restoration) or other Valuation
Date.



     (2) Source of repayment. A re-employed
Participant may make repayment from any source,
including an IRA Rollover Contribution,
permissible under Applicable Law.



     (3) No restoration. The Plan Administrator
will not restore a re-employed Participant’s
Account Balance under this Section 5.04 (B) if:



          (a) 5 Years. 5 years have elapsed since the
Participant’s first re-employment date with the
Employer following the Cash-Out Distribution;




          (b) Not employed. The Employer does not
employ the Participant on the date the
Participant repays his/her Cash-Out
Distribution; or




          (c) Forfeiture Break. The Participant has
incurred a Forfeiture Break in Service. This
condition also applies if the Participant makes
repayment within the Plan Year in which he/she
incurs the Forfeiture Break in Service and that
Forfeiture Break in Service would result in a
complete forfeiture of the amount the Plan
Administrator otherwise would restore.




     (4) Restoration timing. If none of the
conditions in Section 5.04(B)(3) preventing
restoration of the Participant’s Account Balance
apply, the Plan Administrator will restore the
Participant’s Account Balance as of the Plan Year
Accounting Date coincident with or immediately
following the repayment.



     (5) Source of restoration. To restore the
Participant’s Account Balance, the Plan
Administrator, to the extent necessary, will
allocate to the Participant’s Account:



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Defined Contribution Prototype Plan




          (a) Forfeitures. First, from the amount, if
any, of Participant forfeitures the Plan
Administrator otherwise would allocate in that
Plan Year under Section 3.07;




          (b) Earnings. Second, from the amount,
if any, of the Earnings for the Plan Year,
except to the extent Earnings are allocable
to specific Participant-Directed Accounts
under Section 7.04(A)(2)(b); and




          (c) Employer Contribution. Third, from the
amount of a discretionary Employer Contribution
for the Plan Year.




          The Employer in Appendix B may eliminate as
a source of restoration any of the amounts
described in clauses (a), (b), and (c) or may
change the order of priority of these amounts.




     (6) Multiple restorations. If, for a
particular Plan Year, the Plan Administrator must
restore the Account Balance of more than one
re-employed Participant, the Plan Administrator
will make the restoration allocations from the
amounts described in Section 5.04(B)(5), clauses
(a), (b) and (c) to each such Participant’s
Account in the same proportion that a
Participant’s restored amount for the Plan Year
bears to the restored amount for the Plan Year of
all re-employed Participants.



     (7) Employer must make-up shortfall. To the
extent the amounts described in Section
5.04(B)(5) are insufficient to enable the Plan
Administrator to make the
required restoration, the Employer must
contribute, without regard to any requirement or
condition of Article III, the additional amount
necessary to enable the Plan Administrator to
make the required restoration.



     (8) Not an Annual Addition. A cash-out
restoration allocation is not an Annual
Addition under Article IV.


(C) Deemed Cash-Out of 0% Vested Participant.
Except as the Employer may elect in Appendix B,
the “deemed cash-out rule” of this Section
5.04(C) applies to any 0% Vested Participant.
Under a deemed cash-out, a Participant does not
receive an actual Plan distribution but the Plan
Administrator treats the Participant as having
received an actual Cash-Out Distribution. A
Participant is not 0% Vested if, at the time that
the Plan Administrator applies the deemed
cash-out rule: (i) the Participant has any
existing Account Balance attributable to Elective
Deferrals, Employee Contributions, Safe Harbor
Contributions, Prevailing Wage Contributions
(unless the Prevailing Wage Contributions are not
immediately Vested), QNECs, QMACs or DECs; or
(ii) the Participant has any vesting in
accordance with the vesting schedule applicable
to any other Contribution Type, even if the
Participant has a zero balance in that Account. A
Participant is 0% Vested if the Participant is
eligible to make or to receive any of the
contributions described in clause (i) above, but
has not made or received such contributions and
if the Participant has no vesting as to
Contribution Types described in clause (ii)
above.




     (1) If not entitled to allocation. If a 0%
Vested Participant’s Account is not entitled to
an allocation of Employer Contributions for the
Plan Year in which the Participant has a
Severance from Employment, the Plan
Administrator will apply the deemed cash-out
rule as if the 0% Vested Participant received a
Cash-Out
Distribution on the date of the Participant’s
Severance from Employment.



     (2) If entitled to allocation. If a 0%
Vested Participant’s Account is entitled to an
allocation of Employer contributions or
Participant forfeitures for the Plan Year in
which the Participant has a Severance from
Employment, the Plan Administrator will apply
the deemed cash-out rule as if the 0% Vested
Participant received a Cash-Out Distribution on
the first day of the first Plan Year beginning
after his/her Severance from Employment.



     (3) Timing of “deemed repayment.” For
purposes of applying the restoration provisions
of this Section 5.04, the Plan Administrator
will treat a re-employed 0% Vested Participant
as repaying his/her cash-out “distribution” on
the date of the Participant’s re-employment with
the Employer.



     (4) Pension plans. If the Plan is a Money
Purchase Pension Plan or a Target Benefit
Plan, all references in this Section 5.04(C)
to “Severance from Employment” mean
“Separation from Service.”


(D) Accounting for Cash-Out Repayment.




     (1) Pending restoration. As soon as is
administratively practicable, the Plan
Administrator will credit to the Participant’s
Account the Cash-Out Distribution amount
a Participant has repaid to the Plan. Pending
the restoration of the Participant’s Account
Balance, the Plan Administrator under Section
7.04(A)(2)(c) may direct the Trustee to place
the Participant’s Cash-Out Distribution
repayment in a Segregated Account.



     (2) Accounting by contribution source. The
Plan Administrator will account for a
Participant’s restored balance by treating the
Account as consisting of the same Contribution
Types and amounts as existed on the date of the
Cash-Out Distribution. The Employer in Appendix B
may elect an alternative accounting for a
restored Account, either under the “nonelective
rule” or under the “rollover rule.” Under the
nonelective rule, the Plan Administrator will
treat the portion of the Participant’s restored
balance attributable to the Participant’s
cash-out repayment as a Nonelective Contribution
(or other Employer Contributions as applicable)
for purposes of any subsequent distribution.
Under the rollover rule, the Plan Administrator
will treat the portion of the Participant’s
restored balance attributable to the
Participant’s cash-out repayment as a Rollover
Contribution for purposes of any subsequent
distribution; provided however that if the
cash-out repayment does not qualify as a Rollover
Contribution or if the Plan does not permit
Rollover Contributions, the Plan Administrator
will apply the nonelective rule. Under either the
nonelective rule or the rollover rule. the
portion of the Participant’s restored balance
attributable to the Plan Administrator’s
restoration under Section 5.04(B)(1), consists of
the same Contribution Types and amounts as
existed as of the date of the Cash-out
Distribution.



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Defined Contribution Prototype Plan




     (3) Return if failed repayment. Unless the
cash-out repayment qualifies as a Participant
Rollover Contribution, the Plan Administrator
will direct the Trustee to repay to the
Participant as soon as is administratively
practicable, the full amount of the Participant’s
Cash-Out Distribution repayment if the Plan
Administrator determines any of the conditions of
Section 5.04(B)(3) prevents restoration as of the
applicable Accounting Date, notwithstanding the
Participant’s repayment.



     5.05 YEAR OF SERVICE — VESTING.


(A) Definition of Year of Service. A Year of
Service, for purposes of determining a
Participant’s vesting under Section 5.03, means
the Vesting Computation Period during which an
Employee completes the number of Hours of Service
(not exceeding 1,000) the Employer specifies in
its Adoption Agreement, without regard to whether
the Employer continues to employ the Employee
during the entire Vesting Computation Period.



(B) Definition of Vesting Computation Period. A
Vesting Computation Period is a 12-consecutive
month period the Employer elects in its
Adoption Agreement.



(C) Counting Years of Service. For purposes of a
Participant’s vesting in the Plan, the Plan
counts all of an Employee’s Years of Service
except:




     (1) Forfeiture Break in Service; Cash-Out.
For the sole purpose of determining a
Participant’s Vested percentage of his/her
Account Balance derived from Employer
Contributions which accrued for his/her benefit
prior to a Forfeiture Break in Service or
receipt of a Cash-Out Distribution, the Plan
disregards any Year of Service after the
Participant first incurs a Forfeiture Break in
Service or receives a Cash-Out Distribution
(except where the Plan Administrator restores
the Participant’s Account under Section
5.04(B)).



     (2) Rule of parity and one-year hold-out
rule. If the rule of parity under Section
5.06(C) or the one-year hold-out rule under
Section 5.06(D) applies, the Plan disregards
pre-break Service as described therein.



     (3) Other exclusions. Consistent with Code
§411(a)(4), any Year of Service the Employer
elects to exclude under its Adoption Agreement,
including Service during any period for which
the Employer did not maintain the Plan or a
Predecessor Plan. See Section 1.44(B).


(D) Elapsed Time. If the Employer in its
Adoption Agreement elects to apply the Elapsed
Time Method in applying the Plan’s vesting
schedule, the Plan Administrator will credit
Service in accordance with Section 1.31(A)(3).




     5.06 BREAK IN SERVICE AND FORFEITURE
BREAK IN SERVICE — VESTING.


(A) Definition of Break in Service. For purposes
of this Article V, a Participant incurs a Break
in Service if during any Vesting Computation
Period he/she does not complete more than 500
Hours of Service. If the Plan applies the Elapsed
Time Method of crediting Service, a Participant
incurs a Break in Service if the Participant has
a Period of Severance of at least 12 consecutive
months. If, pursuant to Section 5.05(A), the Plan
does not require more than 500 Hours of Service
to receive credit for a Year of Service, a
Participant incurs a Break in Service in
a Vesting Computation Period in which he/she
fails to complete a Year of Service.



(B) Definition of Forfeiture Break in
Service. A Participant incurs a Forfeiture
Break in Service when he/she incurs 5
consecutive Breaks in Service.



(C) Rule of Parity-Vesting. The Employer in its
Adoption Agreement may elect to apply the “rule
of parity” under Code §411(a)(6)(D) for purposes
of determining vesting Years of Service. Under
the rule of parity, the Plan Administrator
excludes a Participant’s Years of Service before
a Break in Service if: (1) the number of the
Participant’s consecutive Breaks in Service
equals or exceeds 5; and (2) the Participant is
0% Vested in his/her Account Balance at the time
he/she has the Breaks in Service. A Participant
is not 0% Vested if at the time that the Plan
Administrator applies the rule of parity the
Participant is not 0% vested as described in
Section 5.04(C).



(D) One-Year Hold-out Rule-Vesting. The “one-year
hold-out rule” under Code §411(a)(6)(B) will not
apply to this Article V unless the Employer
elects otherwise. in Appendix B. If the one-year
hold-out rule applies, an Employee who has a
one-year Break in Service will not be credited
for vesting purposes with any Years of Service
earned before such one-year Break in Service,
until the Employee has completed a Year of
Service after the one-year Break in Service.




     5.07 FORFEITURE OCCURS.


(A) Timing. A Participant’s forfeiture of
his/her non-Vested Account Balance derived
from Employer Contributions occurs under the
Plan on the earlier of:




     (1) Forfeiture Break. The last day of the
Vesting Computation Period in which the
Participant first incurs a Forfeiture Break in
Service; or



     (2) Cash-Out. The date the Participant
receives a Cash-Out Distribution.


(B) Vesting Schedule/Plan Correction/Lost
Participants. The Plan Administrator determines
the percentage of a Participant’s Account
Balance forfeiture, if any, under this Section
5.07 solely by reference to the vesting schedule
the Employer elected in its Adoption Agreement.
A Participant does not forfeit any portion of
his/her Account Balance for any other reason or
cause except as expressly provided by this
Section 5.07 or as provided under Sections 3.07
or 7.07.




     5.08 AMENDMENT TO VESTING SCHEDULE. The
Employer under Section 11.02 may amend the Plan’s
vesting schedule(s) under Section 5.03 at any
time, subject to this Section 5.08. For purposes
of this Section 5.08, an amendment to the vesting
schedule includes any Plan amendment which
directly or indirectly affects the computation of
the Vested percentage of a Participant’s Account
Balance. In addition, any shift in the Plan’s
vesting schedule under Article X, due to a change
in the Plan’s top-heavy status, is an amendment
to the vesting schedule for purposes of this
Section 5.08.


(A) No Reduction. The Plan Administrator will not
apply the amended vesting schedule to reduce any





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Defined Contribution Prototype Plan



Participant’s existing Vested percentage
(determined on the later of the date the
Employer adopts the amendment, or the date the
amendment becomes effective) in the
Participant’s existing and future Account
Balance attributable to Employer Contributions,
to a percentage less than the Vested percentage
computed under the Plan without regard to the
amendment.



(B) Hour of Service Required. Except as the Plan
otherwise expressly provides, an amended vesting
schedule will apply to a Participant only if the
Participant receives credit for at least one
Hour of Service after the new vesting schedule
becomes effective.



(C) Election. If the Employer amends the Plan’s
vesting schedule, each Participant having
completed at least 3 Years of Service (as
described in Section 5.05) with the Employer
prior to the expiration of the election period
described below, may elect irrevocably to have
the Plan Administrator determine the Vested
percentage of his/her Account Balance without
regard to the amendment.




     (1) Notice of amendment. The Plan
Administrator will forward an appropriate notice
of any amendment to the vesting schedule to each
affected Participant, together with the
appropriate form upon which the Participant may
make an election to remain under the
pre-amendment vesting schedule and notice of the
time within which the Participant must make an
election to remain under the pre-amendment
vesting schedule.



     (2) Election timing. The Participant must
file his/her election with the Plan Administrator
within 60 days of the latest of: (a) the
Employer’s adoption of the amendment; (b) the
effective date of the amendment; or (c) the
Participant’s receipt of a notice of the
amendment.



     (3) No election if no adverse effect. The
election described in this Section 5.08(C) does
not apply to a Participant if the amended
vesting schedule provides for vesting at least
as rapid at any time as the vesting schedule in
effect prior to the amendment.




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Defined Contribution Prototype Plan




ARTICLE VI

DISTRIBUTIONS




     6.01 TIMING OF DISTRIBUTION. The Plan
Administrator will direct the Trustee to commence
distribution of a Participant’s Vested Account
Balance in accordance with this Section 6.01 upon
the Participant’s Separation from Service (or
Severance from Employment) for any reason, upon
the Participant’s death, or if the Participant
exercises an In-Service Distribution right under the Plan. The Trustee
may make Plan distributions on any
administratively practical date during the Plan
Year, consistent with the Employer’s elections in
its Adoption Agreement. For purposes of this
Article VI, the Plan applies Severance from
Employment in place of Separation from Service
where distribution is of Restricted 401(k)
Accounts. Section 6.01(A) is controlling as to
distribution of all Accounts upon Separation from
Service or Severance from Employment. Section
6.01(B) is controlling as to distribution of all
Accounts upon death (whether death occurs before
or after Separation from Service or Severance
from Employment). Section 6.01(C) applies only
while a Participant remains employed by the
Employer and only to such Accounts described in
the Plan and as the Employer elects in its
Adoption Agreement.


(A) Distribution upon Separation from
Service/Severance from Employment (other than
death).




     (1) Mandatory Distributions. The Employer in
its Adoption Agreement will elect whether the
Plan will make Mandatory Distributions and will
elect the timing of the Mandatory Distribution.
If the Employer elects no Mandatory
Distributions, then all distributions require
consent under Section 6.01(A)(2). The timing of
any Mandatory Distribution must comply with Code
§401(a)(14).



          (a) Definition of Mandatory Distribution. A
Mandatory Distribution is a Plan required
distribution without the Participant’s consent
upon the Participant’s Separation from Service. A
Mandatory Distribution does not include a
distribution based on the Participant’s death or
on account of Plan termination.



               (i) Distribution after 62/NRA; unlimited
amount. A Mandatory Distribution in the case of
a Participant who will receive the distribution
after the Participant attains the later of age
62 or Normal Retirement Age includes a
distribution of any amount.



               (ii) Distribution before 62/NRA; amount
limit and Rollovers. A Mandatory Distribution in
the case of a Participant who will receive the
distribution before the Participant attains the
later of age 62 or Normal Retirement Age may not
exceed the amount (not exceeding $5,000) the
Employer elects in its Adoption Agreement. In
applying the elected Mandatory Distribution
amount, the Plan Administrator will include or
exclude a Participant’s Rollover Contributions
Account as the Employer elects in its Adoption
Agreement. The Plan Administrator will disregard
accumulated DECs.



               (iii) Remaining Installments. A Mandatory
Distribution does not include the remaining
balance of any Installment distribution
(originally subject to Participant consent), but
where the remaining Account
Balance presently is less than the Mandatory
Distribution amount.



          (b) Distribution of Mandatory Distribution
before 62/NRA; method and timing. If a
Participant will receive a Mandatory Distribution
before attaining the later of age 62 or Normal
Retirement Age, the Plan Administrator will
direct the Trustee to distribute the
Mandatory Distribution to the Participant in a
Lump-Sum (without regard to Section 6.04)
consisting of the Participant’s entire Vested
Account Balance (including any Rollover
Contribution Account even if the Plan disregards
a Rollover Contribution Account in determining
Mandatory Distribution status). The Plan
Administrator will direct the Trustee to make a
Mandatory Distribution at the time the Employer
elects in its Adoption Agreement, but in no event
later than the 60th day following the close of
the Plan Year in which the Participant attains
Normal Retirement Age or age 65 if earlier. See
Section 6.08(D) regarding potential Automatic
Rollover of Mandatory Distributions. The Plan
Administrator, in accordance with Section 6.08(B)
will give a rollover notice to a Participant who
will receive a Mandatory Distribution. The notice
will explain the Automatic Rollover under Section
6.08(D) as applicable in the case of the
Participant’s failure to respond timely to the
rollover notice.



          (c) Distribution of Mandatory Distribution
if 62/NRA; method and timing.



               (i) Balance not exceeding $5,000. If a
Participant will receive a Mandatory
Distribution after attaining the later of age 62
or Normal Retirement Age, and the Participant’s
Vested Account Balance (including any Rollover
Contributions Account) does not exceed $5,000
(or such lesser amount the Employer elects in
Appendix B), the Plan Administrator will direct
the Trustee to distribute a Mandatory
Distribution to the Participant in a Lump-Sum
(without regard to Section 6.04) consisting of
the Participant’s entire Vested Account Balance.
The Plan Administrator will direct the Trustee
to make a Mandatory Distribution at the time the
Employer elects in its Adoption Agreement, but
not later than the 60th day following the close
of the Plan Year in which the Participant incurs
a Separation from Service.



               (ii) Balance exceeds $5,000. If a
Participant will receive a Mandatory Distribution
after attaining the later of age 62 or Normal
Retirement Age, and the Participant’s Vested
Account Balance (including any Rollover
Contributions Account) exceeds $5,000 (or such
lesser amount the Employer elects in Appendix B),
the Participant may elect any method or form of
distribution available under the Plan and the
Plan Administrator in accordance with Section
6.01(A)(2)(c) will provide the Participant with a
distribution notice. If under Section
6.01(A)(2)(f) the Plan permits a Participant
receiving a Distribution Requiring Consent to
postpone distribution to any specified date (not
beyond the Participant’s DCD as described in
Section 6.02), a Participant receiving a
Mandatory Distribution under this Section
6.01(A)(1)(c)(ii) also may elect to postpone
distribution. If a Participant may not elect to
postpone distribution or fails to elect to
postpone distribution, the Plan Administrator
will direct the Trustee to distribute the




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Defined Contribution Prototype Plan



Participant’s Account at the time the Employer
elects in its Adoption Agreement, but not later
than the 60th day following the close of the
Plan Year in which the Participant incurs a
Separation from Service.




               (iii) Rollover notice but no Automatic
Rollover. The Plan Administrator, in accordance
with Section 6.08(B) will give a rollover notice
to a Participant who will receive a Mandatory
Distribution under this Section 6.01(A)(1)(c).
However, the Automatic Rollover under Section
6.08(D), in the case of the Participant’s
failure to respond timely to the rollover
notice, does not apply under this Section
6.01(A)(1)(c).



     (2) Distributions Requiring Consent.



          (a) Definition of Distribution Requiring
Consent. A Distribution Requiring Consent is a
distribution upon the Participant’s Separation
from Service other than on account of death and
which is not a Mandatory Distribution,



          (b) Distribution of Distribution Requiring
Consent. The Plan Administrator, subject to this
Section 6.01(A)(2) regarding Participant
elections or the absence thereof, will direct
the Trustee to commence or make a Distribution
Requiring Consent, at the time or times and in
the form the Adoption Agreement specifies.



          (c) Distribution notice. At least 30 days
and not more than 90 days prior to the
Participant’s Annuity Starting Date, the Plan
Administrator must provide a written distribution
notice (or a summary notice as permitted under
Treasury regulations) to a Participant who is
eligible to receive a Distribution Requiring
Consent. The distribution notice must explain the
optional forms of benefit in the Plan, including
the material features and relative values of
those options, and the Participant’s right to
postpone distribution until the applicable date
described in Section 6.01(A)(2)(f). Also see
Section 6.08(B) for provisions relating to a
rollover notice.



          (d) Consent requirements. A Participant must
consent, in writing, following receipt of the
distribution notice, to any Distribution
Requiring Consent, The Participant’s spouse also
must consent, in writing, to any distribution,
for which Section 6.04 requires the spouse’s
consent. The consent requirements of this Section
6.01(A)(2)(d) do not apply to defaulted loans
described in Section 7.06(B), to RMDs under
Section 6.02 or to corrective distributions under
Article IV. See Section 11.05(D) as to consent
requirements related to distributions following
Plan termination.



          (e) Distribution election/reconsideration. A
Participant eligible to receive a Distribution
Requiring Consent, consistent with the Adoption
Agreement and subject to Sections 6.02, 6.03 and
6.04, may elect the time and method of
distribution of his/her Account (or portion
thereof) following receipt of the distribution
notice. Unless the Plan Administrator in a
distribution form, notice, or other Plan
disclosure indicates otherwise, a Participant may
reconsider his/her distribution election at any
time prior to the Annuity Starting Date and may
elect to commence distribution as of any other
distribution date permitted under the Plan or under the Adoption
Agreement. A Participant may elect to receive a
distribution at any administratively practical
time which is earlier than 30 days following the
Participant’s receipt of the distribution
notice, by waiving in writing the balance of the
30 days. However, if the requirements of Section
6.04 apply, the Participant may not elect to
commence distribution during the 7 days
immediately following the date of the
Participant’s receipt of the distribution notice.



          (f) Election to postpone. A Participant
eligible to receive a Distribution Requiring
Consent prior to his/her Annuity Starting Date,
may elect to postpone distribution beyond the
time the Employer has elected in its Adoption
Agreement, to any specified date including, but
not beyond the Participant’s RBD as described in
Section 6.02, unless the Employer, in its
Adoption Agreement, specifically limits a
Participant’s right to postpone distribution of
his/her Account Balance only to the later of the
date the Participant attains age 62 or Normal
Retirement Age. The Plan Administrator will
reapply the notice and consent requirements of
Section 6.01(A)(2) to any distribution a
Participant postpones under this Section
6.01(A)(2)(f).



          (g) No election/deemed elected distribution
date. In the absence of a Participant’s consent
and distribution election (as described in
Sections 6.01(A)(2)(d) and (e)) or in the absence
of the Participant’s election under Section
6.01(A)(2)(f), made prior to his/her Annuity
Starting Date, to postpone distribution, the Plan
Administrator, consistent with the Employer’s
elections in its Adoption Agreement, will treat
the Participant as having elected (in accordance
with the Treasury Regulations under Code §§411
and 401(a)(14)) to postpone his/her distribution
until the later of the date the Participant
attains age 62 or Normal Retirement Age. At the
applicable date, the Plan Administrator then will
direct the Trustee to distribute the
Participant’s Vested Account Balance in a
Lump-Sum (or, if applicable, the annuity form of
distribution required under Section 6.04). The
provisions Section 6.01(A)(2)(e) regarding
reconsideration of distribution elections apply
to any election or deemed election in this
Section 6.01(A)(2)(g).



          (h) Definition of Annuity Starting Date.
See Section 1.06(A).



     (3) Disability. If the Participant’s
Separation from Service is because of his/her
Disability, except to the extent the Employer
elects in its Adoption Agreement to accelerate
distribution, the Plan Administrator will direct
the Trustee to distribute the Participant’s
Vested Account Balance at the same time and in
the same form as if the Participant had incurred
a Separation from Service without Disability.



     (4) Determination of Vested Account
Balance. For purposes of the consent
requirements under this Article VI and of
determining whether a distribution is a
Mandatory Distribution, the Plan Administrator
determines a Participant’s Vested Account
Balance as of the most recent Valuation Date
immediately prior to the distribution date, and
takes into account the Participant’s entire
Account Balance, including Elective Deferrals,
but including or excluding the Participant’s
Rollover Contributions Account as the Employer
elects in its Adoption Agreement. The Plan
Administrator in determining the Participant’s Vested Account
Balance at the relevant time, will disregard a
Participant’s Vested Account Balance existing on
any prior date, except as related to Installment
distributions under Section 6.01(A)(1)(a)(iii).




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Defined Contribution Prototype Plan




     (5) Consent to cash-out/forfeiture. If a Participant is partially Vested in his/her
Account Balance, a Participant’s election under
Section 6.01(A)(2) to receive distribution prior
to the Participant’s incurring a Forfeiture Break
in Service, must be in the form of a Cash-Out
Distribution.



     (6) Return to employment. A Participant may
not receive a distribution based on Separation
from Service, or continue any Installment
distribution based on a prior Separation from
Service, if, prior to the time the Trustee
actually makes the distribution, the Participant
returns to employment with the Employer.


(B) Distribution upon Death. In the event of the
Participant’s death (whether death occurs before
or after Separation from Service or Severance
from Employment), the Plan Administrator will
direct the Trustee, in accordance with this
Section 6.01(B) to distribute to the
Participant’s Beneficiary the Participant’s
Vested Account Balance remaining in the Trust at
the time of the Participant’s death.




     (1) Timing of commencement. The Plan
Administrator must direct the Trustee to
distribute or commence distribution of the
deceased Participant’s Vested Account Balance
following the date on which the Plan
Administrator receives notification of, or
otherwise confirms, the Participant’s death. The
actual timing of distribution will be in
accordance with: (a) the Employer’s Adoption
Agreement elections; (b) any Participant or
Beneficiary permitted and timely made election
under Section 6.03(B); and (c) the Plan terms
including Section 6.02.



     (2) Distribution method. The Plan
Administrator must direct the Trustee to
distribute or commence distribution of the
deceased Participant’s Vested Account Balance
under a method which is in accordance with: (a)
the Employer’s Adoption Agreement elections; (b)
any Participant or Beneficiary permitted and
timely made election under Section 6.03(B); and
(c) the Plan terms including Section 6.04.


(C) In-Service Distribution. The Employer in its
Adoption Agreement must elect the Participants’
In-Service Distribution rights, if any. If the
Employer elects to permit any In-Service
Distributions, the Employer will elect the
eligible Contribution Type or Contribution Type
Accounts and the age or other events which
entitle a Participant to an In-Service
Distribution. The Employer’s elections under
this Section 6.01(C) are subject to the
restrictions of Section 6.01(C)(4) and any other
restrictions under Applicable Law.




     (1) Definition of In-Service Distribution.
An In-Service distribution means distribution of
a Participant’s Account or any portion thereof
prior to his/her Separation from Service.



     (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. A Participant must
make any permitted In-Service Distribution
election under this Section 6.01(C) in writing
and on a form prescribed by the Plan
Administrator which specifies the percentage or
dollar amount of the distribution and the
Participant’s Contribution Type or Account to
which the election applies.



          (b) Frequency, timing and method. If the
Plan permits In-Service Distributions: (i) the
Plan Administrator may adopt a policy imposing
frequency limitations or other reasonable
administrative conditions; and (ii) a Participant
may elect as many In-Service Distributions per
Plan Year as the election form prescribed by the
Plan Administrator allows, or as any In-Service
Distribution policy permits, with a minimum of
one In-Service Distribution permitted each Plan
Year. If the Plan Administrator’s form or policy
does not specify the permitted number of Plan
Year In-Service Distributions, the number is not
limited. The Trustee, as directed by the Plan
Administrator and subject to Section 6.04, will
distribute the amount(s) a Participant elects in
a single distribution, as soon as
administratively practical after the Participant
files his/her properly completed In-Service
Distribution election with the Plan
Administrator. The Trustee will distribute the
Participant’s remaining Account Balance in
accordance with the other provisions of this
Article VI.



     (4) Account restrictions.



          (a) Nonelective, Regular Matching,
Additional Matching and SIMPLE Contribution
distribution events. The Employer in its Adoption
Agreement may elect to permit an In-Service
Distribution of the Nonelective, Regular
Matching, Additional Matching and SIMPLE
Contribution Accounts upon a Participant’s
attainment of a stated age, based on a fixed
number of years or based upon some other
specified event, such as hardship under Section
6.07. Such Adoption Agreement elections include,
but are not limited to, the following:



               (i) Two year “seasoned” contributions. The
contributions which the Plan Administrator will
distribute were made at least 2 years (or such
other greater period as the Employer elects in
its Adoption Agreement) prior to the date on which the
distribution will occur. Such distributions may
include Earnings on the “seasoned” contributions.



               (ii) 60 months of participation. The
Participant has been a Participant for at least
60 months (or for such other greater period as
the Employer elects in its Adoption Agreement)
prior to the date on which the Plan Administrator
will make the distribution. This election applies
to all applicable contributions, regardless of
when made.



          (b) 401(k) Plans.




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Defined Contribution Prototype Plan




               (i) Limitation. A Participant may not
receive a distribution of the Participant’s
Restricted 401(k) Accounts except in the event
of the Participant’s death, Disability,
Severance from Employment, attainment of age 59
1/2, hardship in accordance with Section 6.07
or Plan termination (as limited under Section
11.05(F)).



               (ii) Definition of Restricted 401(k)
Accounts. A Participant’s Restricted 401(k)
Accounts are the Participant’s Elective Deferral
Account, QNEC Account, QMAC Account and Safe
Harbor Contributions Account.



          (c) Money Purchase Pension/Target
Benefit Plans.



               (i) Limitation. A Participant may not
receive an In-Service Distribution of a
Participant’s Restricted Pension Accounts except
in the event of the Participant’s attainment of
Normal Retirement Age (or any later age), the
Participant’s Disability or Plan termination
under Section 11.05.



               (ii) Definition of Restricted Pension
Accounts. A Participant’s Restricted Pension
Accounts are the Participant’s Money Purchase
Pension Plan or Target Benefit Plan Accounts.



          (d) Prevailing Wage Contributions. For
purposes of In-Service Distributions, a
Participant’s Prevailing Wage Contribution
Account is treated as a Nonelective or other
Employer Contribution Account as applicable,
unless the Prevailing Wage Contract provides for
other In-Service Distribution rights. However, if
the Employer in its Adoption Agreement elects to
offset other Contribution Types with the
Prevailing Wage Contribution, for purposes of
In-Service Distributions, the Plan Administrator
will treat that portion of the Prevailing Wage
Contribution Account which offsets another
Contribution Type, as the other Contribution
Type.



          (e) Rollover Contributions, Employee
Contributions and DECs. A Participant may elect
to receive an In-Service Distribution of his/her
Accounts attributable to Rollover Contributions,
Employee Contributions and DECs at any time
subject to Section 6.01(C)(3). Distribution of a
Rollover Contribution is subject to Section 6.04 if Section 6.04
otherwise applies to the Participant.



          (f) Transferred amounts/distribution
restrictions and Protected Benefits.



               (i) Distribution restrictions: transfers
from pension plans to non-pension plans. Except
in the case of certain Elective Transfers, if
this Plan is a Profit Sharing Plan or a 401(k)
Plan, the Plan, except in accordance with
Section 6.01(C)(4)(c), may not make any
In-Service Distribution to the Participant of
his/her Restricted Pension Accounts (including
post-transfer Earnings on those Accounts)
previously transferred, within the meaning of
Code §414(l), to this Plan from a Money Purchase
Pension Plan or from a Target Benefit Plan. This
limitation applies only to such transferred
balances consisting of Restricted Pension
Accounts.



               (ii) Distribution restrictions: transfers
from 401(k) Plans to other plans. Except in the
case of certain Elective Transfers, if this Plan
is a Profit Sharing Plan, Money Purchase Pension Plan or a Target
Benefit Plan, the Plan, except in accordance
with Section 6.01(C)(4)(b), may not make any
In-Service Distribution to the Participant of
his/her Restricted 401(k) Accounts (including
post-transfer Earnings on those Accounts)
previously transferred, within the meaning of
Code §414(l), to this Plan from a 401(k) Plan.
This limitation applies only to such transferred
balances consisting of Restricted 401(k)
Accounts.



               (iii) Protected Benefit/Separate
Accounting. See Section 11.06 regarding
preservation of Protected Benefits with regard
to transferred amounts. The Plan Administrator
must apply proper separate accounting of
transferred amounts to comply with this Section
6.01(C)(4)(f).



          (g) Designated IRA. A Participant may
request and receive distribution of his/her
Designated IRA Account at any time, subject
the requirements of Code §401(a)(9) and the
regulations thereunder as applicable to IRAs.
Section 6.04 does not apply to Designated IRA
Contributions.



     (5) Hardship. See Section 6.07 regarding
requirements for In-Service Distributions and
for post-Separation from Service or Severance
from Employment distribution accelerations,
based on hardship.



     6.02 REQUIRED MINIMUM DISTRIBUTIONS.


(A) Lifetime RMDs.




     (1) RBD. The Plan Administrator will
direct the Trustee to distribute or to commence
distribution to the Participant of the
Participant’s entire Vested Account Balance no
later than the Participant’s RBD.



     (2) Amount of RMD for each DCY. During the
Participant’s lifetime, the RMD that will be
distributed for each DCY is the lesser of:



          (a) ULT amount. The quotient obtained by
dividing the Participant’s RMD Account Balance
by the distribution period in the ULT, using the
Participant’s age as of the Participant’s
birthday in the DCY; or



          (b) SLT/younger spouse. If the Participant’s
sole Designated Beneficiary for the DCY is the
Participant’s spouse who is more than 10 years
younger than the Participant, the quotient
obtained by dividing the Participant’s RMD
Account Balance by the distribution period in the
JLT using the Participant’s and spouse’s attained
ages as of the Participant’s and spouse’s
birthdays in the DCY.



     (3) Lifetime RMDs continue through year of
Participant’s death. RMDs will be determined
under this Section 6.02(A) beginning with the
first DCY and up to and including the DCY that
includes the Participant’s date of death or until
the Participant’s Vested Account Balance is
completely distributed.


(B) Death RMDs.




     (1) Death of Participant before DCD. If
the Participant dies before the DCD, the Plan
Administrator will direct the Trustee to
distribute or commence distribution to the
Participant of the Participant’s Vested Accrued
Benefit no later than as follows:




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Defined Contribution Prototype Plan




          (a) Spouse sole Designated Beneficiary. Except as otherwise provided in Section
6.02(B)(1)(e), if the Participant’s surviving
spouse is the Participant’s sole Designated
Beneficiary, then 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.




               (i) Death of 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 are
required to begin, then this Section 6.02(B)(1)
(other than Section 6.02(B)(1)(a)) will apply as
if the surviving spouse were the Participant.



          (b) Other Designated Beneficiary. Except as
otherwise provided in Section 6.02(B)(1)(e), if
the Participant’s surviving spouse is not the
Participant’s sole Designated Beneficiary, 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.




          (c) No Designated Beneficiary/“5-year
rule.” If there is no Designated Beneficiary as
of September 30 of the year following the
calendar 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.




          (d) Participant survived by Designated
Beneficiary/“Life Expectancy rule.” If there is a
Designated Beneficiary, the RMD for each DCY
after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s
RMD Account Balance by the remaining Life
Expectancy of the Participant’s Designated
Beneficiary, determined as provided in Section
6.02(B)(2)(a).




          (e) 5-year or Life Expectancy rule; possible
election. The Employer in its Adoption Agreement
will elect whether distribution of the
Participant’s Account in the case of death before
the DCD will be made in accordance with the Life
Expectancy rule under Section 6.02(B)(1)(d) or
the 5-year rule under Section 6.02(B)(1)(c). The
Employer’s election may permit a Designated
Beneficiary to elect which of these rules will
apply or may specify which rule applies. However,
the Life Expectancy rule (whether subject to
election or not) applies only in the case of a
Designated Beneficiary. The 5-year rule applies
as to any Beneficiary who is not a Designated
Beneficiary. A permitted election under this
Section 6.02(B)(1)(e) must be made no later than
the earlier of September 30 of the calendar year
in which distribution would be required to begin
under Section 6.02(B)(1), or by September 30 of
the calendar year which contains the fifth
anniversary of the Participant’s (or, if
applicable, surviving spouse’s) death. In the
absence of a timely election, the Life Expectancy
rule applies unless the Employer in Appendix B
elects to apply the 5-year rule.




     (2) Death on or after DCD. This Section 6.02(B)(2) applies if the Participant dies
on or after his/her DCD.



          (a) Participant survived by Designated
Beneficiary. If there is a Designated
Beneficiary, the RMD for each DCY after the
year of the Participant’s death is the quotient
obtained by dividing the Participant’s RMD
Account Balance by the longer of the
Participant’s remaining Life Expectancy or the
Designated Beneficiary’s remaining Life
Expectancy, determined as follows:




               (i) Participant’s life expectancy. The
Participant’s remaining Life Expectancy is
calculated using the age of the Participant in
the year of death, reduced by one for each
subsequent year.



               (ii) Spouse as sole Designated Beneficiary.
If the Participant’s surviving spouse is the
Participant’s sole Designated Beneficiary, the
remaining Life Expectancy of the surviving
spouse is calculated for each DCY after the year
of the Participant’s death using the surviving
spouse’s age as of the spouse’s birthday in that
year. For DCYs 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.



               (iii) Non-Spouse Designated Beneficiary. If the Participant’s surviving
spouse is not the Participant’s sole Designated
Beneficiary, the Designated Beneficiary’s
remaining Life Expectancy is calculated using
the age of the Beneficiary in the year
following the year of the Participant’s death,
reduced by one for each subsequent year.



          (b) No Designated Beneficiary. If there is
no Designated Beneficiary as of September 30 of
the year after the year of the Participant’s
death, the RMD for each DCY 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
calculated using the age of the Participant in
the year of death, reduced by one for each
subsequent year.



(C) Distribution Methods. Nothing in this Section
6.02 gives any Participant or any Beneficiary the
right to receive a distribution of the
Participant’s Account under any method or at a
time which the Plan does not permit. Unless the
Participant’s Vested Account Balance is
distributed in the form of an annuity purchased
from an insurance company or in a Lump Sum on or
before the RBD, as of the first DCY,
distributions will be made in accordance with
Section 6.02(A) and (B), but subject to the
Employer’s Adoption Agreement elections regarding
the method of distribution. 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 applicable Treasury
regulations. If the Adoption Agreement limits
distributions to a Lump Sum, the Plan will
distribute the Participant’s entire Vested
Account Balance in the form of a Lump Sum on or
before the Participant’s RBD, or if applicable,
at the time determined in Section 6.02(B), but
subject to the Employer’s Adoption Agreement elections regarding timing of the
distribution. See Section 6.03(B) regarding
Participant and Beneficiary elections.



(D) Operating Rules.




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Defined Contribution Prototype Plan




     (1) Precedence. The requirements of this
Section 6.02 will take precedence over any
inconsistent provisions of the Plan.



     (2) Requirements of Treasury regulations
incorporated. All distributions required under
this Section 6.02 will be determined and made in
accordance with the Treasury regulations under
Code §401(a)(9) and the minimum distribution
incidental benefit requirement of Code
§401(a)(9)(G).



     (3) TEFRA Section 242(b)(2) elections. Notwithstanding the other provisions of this
Section 6.02, distributions may be made under
Section 6.10.



     (4) 2002 DCY election. This Section 6.02
applies to RMDs for the 2002 DCY unless the
Employer in Appendix B elects that 2002 RMDs are
to be determined in accordance with the RMD rules
in effect under the 1987 or 2001 proposed
Treasury regulations under Code §401(a)(9), in
lieu of this Section 6.02. Any such election
applies to the 2002 DCY only and the provisions
of this Section 6.02 apply for DCYs beginning
after 2002.


(E) Definitions. The following definitions
apply to this Section 6.02.




     (1) Designated Beneficiary. A “Designated
Beneficiary” means an individual who is a
Beneficiary under Section 7.05 and who is a
designated beneficiary under Code §401(a)(9) of
the Internal Revenue Code and Treas. Reg.
§1.401(a)(9)-4, Q&As-4 and -5.



     (2) DCY. A DCY is a distribution calendar
year for which an RMD is required. For RMDs
beginning before the Participant’s death, the
first DCY is the calendar year immediately
preceding the calendar year which contains the
Participant’s RBD. For RMDs beginning after the
Participant’s death, the first DCY is the
calendar year in which distributions are
required to begin under Section 6.02(B). The RMD
for the Participant’s first DCY will be made on
or before the Participant’s RBD. The RMD for
other DCYs, including the RMD for the DCY in
which the Participant’s RBD occurs, will be made
on or before December 31 of that DCY.



     (3) DCD. A DCD is a distribution
commencement date and generally means the
Participant’s RBD. However, if Section
6.02(B)(1)(a)(i) applies, the DCD is the date
distributions are required to begin to the
surviving spouse under Section 6.02(B)(1)(a). If
distributions under an annuity purchased from an
insurance company irrevocably commence to the
Participant before the otherwise applicable DCD,
then the DCD is the date distributions actually
commence.



     (4) JLT. The JLT is the Joint and Last
Survivor Table set forth in Treas. Reg.
§1.401(a)(9)-9, Q/A-3.



     (5) Life Expectancy. Life Expectancy refers
to life expectancy as computed under the SLT.



     (6) Participant’s RMD Account Balance. A
Participant’s RMD Account Balance is the account
balance as of the last Valuation Date in the VCY
increased by the amount of any contributions
made and allocated or forfeitures allocated to
the Account Balance as of dates in the VCY after
the Valuation Date and decreased by
distributions made in the VCY after the
Valuation Date. The Account Balance for the VCY
includes any amounts rolled over or transferred
to the Plan either in the VCY or in the DCY if
distributed or transferred in the VCY.



     (7) RBD. A Participant’s RBD is his/her
required beginning date determined as follows:



          (a) More than 5% owner. A Participant’s RBD
is the April 1 of the calendar year following the
close of the calendar year in which the
Participant attains age 70 1/2 if the Participant
is a more than 5% owner (as defined in Code
§416(i)(B)) as to the Plan Year ending in that
calendar year. If a Participant is a more than 5%
owner at the close of the relevant calendar year,
the Participant may not discontinue RMDs
notwithstanding the Participant’s subsequent
change in ownership status.




          (b) Other Participants. If the Participant
is not a more than 5% owner, his/her RBD is the
April 1 of the calendar year following the close
of the calendar year in which the Participant
incurs a Separation from Service or, if later,
the April 1 following the close of the calendar
year in which the Participant attains age 70 1/2.




          (c) Election as to RBD. The Employer in
Appendix B may elect that the Plan
Administrator continue to apply (indefinitely
or to a specified date) the RBD definition in
effect prior to 1997 (“pre-SBJPA RBD”). A
Participant’s pre-SBJPA RBD (if applicable) is
April 1 following the close of the calendar
year in which the Participant attains age 70
1/2.




     (8) RMD. An RMD is the required minimum
distribution the Plan must make to a Participant
or Beneficiary for a DCY. The Plan Administrator
determines an RMD without regard to vesting, but
in accordance with Treas. Reg. §1.401(a)(9)-5,
the Plan only will distribute an RMD to the
extent that the amount distributed is Vested.



     (9) SLT. The SLT is the Single Life Table
set forth in Treas. Reg. §1.401(a)(9)-9, Q/A-1.



     (10) ULT. The ULT is the Uniform Lifetime
Table set forth in Treas. Reg. §1.401(a)(9)-9,
Q/A-2.



     (11) VCY. A VCY is a valuation calendar
year, which is the calendar year immediately
preceding a DCY.



     6.03 POST-SEPARATION (SEVERANCE), LIFETIME
RMD, AND BENEFICIARY DISTRIBUTION METHODS.
Distribution of a Participant’s Account: (i)
after Separation from Service (or Severance from
Employment); (ii) during employment but where
the lifetime RMD requirements under Section
6.02(A) apply; and (iii) to a Beneficiary after
the Participant’s death, are subject to the
distribution methods in this Section 6.03.


(A) Plan Available Methods.




     (1) Participant methods. The Employer in its
Adoption Agreement will elect one or more of the
following distribution methods applicable to a
Participant: (i) Lump-Sum; (ii) Installments;
(iii) Installments but only if the Participant is
required to receive RMDs under Section 6.02; (iv)
Alternative Annuity; (v) Ad-Hoc; or (vi) any
other method the Employer describes in its
Adoption Agreement which is not inconsistent with
Applicable Law. If Section 6.04 applies, the
distribution must be a QJSA unless waived. In the
event of a QJSA waiver, the



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Defined Contribution Prototype Plan



distribution will be made under the alternative method the
Participant elects, in accordance with this Section 6.03.




     (2) Beneficiary Methods. The Employer in its
Adoption Agreement will elect one or more of the
following distribution methods applicable to a
Beneficiary: (i) Lump-Sum; (ii) Installments,
provided any Installment is in an amount at least
equal to the RMD for a DCY; (iii) Ad-Hoc,
provided the Beneficiary must receive a
distribution in an amount at least equal to the
RMD for a DCY; or (iv) QPSA if the Plan is
subject to Section 6.04. Under a Plan subject to
Section 6.04, a surviving spouse Beneficiary may
elect to waive the QPSA in favor of another
Beneficiary distribution method the Plan permits.
See Section 6.04(B)(5). See Sections
6.02(B)(1)(e) and 6.02(C) as to distribution
timing elections and elections relating to death
of the Participant before the DCD.



     (3) Definition of Lump—Sum. A Lump—Sum
means a single payment and includes, but is not
limited to, a “lump-sum distribution” under
Code §402(d)(4). If the Employer in its
Adoption Agreement elects to limit
distributions to a Lump-Sum, all Plan
distributions must be made in this form,
including all RMDs under Section 6.02.



     (4) Definition of Installments. Installments
means payment in monthly, quarterly, semi-annual,
annual or other installments over a fixed
reasonable period of time, not exceeding the Life
Expectancy of the Participant, or the joint life
and last survivor expectancy of the Participant
and his/her designated Beneficiary. To facilitate
an Installment distribution the Plan
Administrator under Section 7.04(A)(2)(c) may
direct the Trustee to place all or any part of
the Participant’s Account Balance in a Segregated
Account.



          (a) Installments only for Lifetime RMDs. If
the Employer in its Adoption Agreement elects
Installments only if a Participant is subject to
lifetime RMDs under Section 6.02(A), and does
not elect Installments generally, only the
affected Participants are entitled to an
Installment distribution under the Plan. Any
such Installment must satisfy Section 6.02(A).




          (b) Installment acceleration. A Participant
or Beneficiary receiving an Installment
distribution may, at any time, elect to
accelerate the payment of all, or any portion, of
the Participant’s unpaid Vested Account Balance.




     (5) Definition of Alternative Annuity. An
Alternative Annuity means distribution of an
Annuity Contract which is not a QJSA or a QPSA.
The Alternative Annuity must be based on the life
of the Participant or upon the joint lives of the
Participant and a Designated Beneficiary. The
Employer in its Adoption Agreement will describe
the material characteristics of any Alternative
Annuity available under the Plan. If Section 6.04
does not apply to the overall Plan, the Employer
will not elect an Alternative Annuity.



     (6) Definition of Ad-Hoc. Ad-Hoc means the
Participant or Beneficiary may at any time after
Separation from Service (or Severance from
Employment) elect distribution of all or any part
of his/her Account or of specified Accounts under
the Plan. The Plan Administrator may adopt a
policy regarding Ad-Hoc distributions imposing a
reasonable minimum distribution amount,
frequency limitations or other reasonable
administrative conditions.


(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.
The Participant, on a form prescribed by the Plan
Administrator, may elect the distribution method
which will apply to any Beneficiary, including
his/her surviving spouse. The Participant’s
election may limit any Beneficiary’s right to
increase or to reduce the frequency or the amount
of any payments.



     (2) If no election. If a Participant or
Beneficiary does not make a timely election as
to the distribution method and timing as the
Plan may permit, the Plan Administrator will
direct the Trustee to distribute a Lump-Sum as
soon as is practical and at the earliest date
the Plan permits distribution but not later than
the date the Plan requires distribution. If the
Plan does not permit a Lump-Sum distribution,
the Plan Administrator will direct distribution
under any other method the Plan permits. If the
Plan permits an election as to cash or property,
in the absence of an election, the Plan
Administrator will direct the Trustee to
distribute cash, subject to Section 8.04.



     (3) Combination of methods. If the Employer
in its Adoption Agreement elects to permit more
than one distribution method under this Section
6.03, a Participant or Beneficiary may elect any
combination of the available methods either as to
different Accounts or as to specified amounts
subject to distribution.



     (4) No third party discretion. No third
party, including the Employer, the Plan
Administrator and the Trustee, may exercise
discretion over any Participant or Beneficiary
election of the method of distribution, provided
the election is made in accordance with the
Plan.



     (5) Lump-Sum only if Account does not
exceed $5,000. Any distribution elections
permitted under this Section 6.03 are available
only if the Participant’s Vested Account
Balance, as determined under Section 6.01(A)(4),
exceeds $5,000, unless the Employer elects to apply any lesser amount in Appendix B. If the
Participant’s Vested Account Balance does not
exceed $5,000 (or such lesser amount the
Employer elects in Appendix B), the Trustee will
distribute the balance in a Lump-Sum (which will
be a Cash-Out Distribution if the Participant’s
Account Balance is not 100% Vested) without
regard to Section 6.04.



     (6) Sourcing election. If a Participant or
Beneficiary who will receive a partial
(non-corrective) distribution of his/her Plan
Account has both a Roth Deferral Account (or some
other Account with tax basis) and one or more
pre-tax Accounts including a Pre-Tax Deferral
Account, the Participant or Beneficiary may elect
the Account source(s) and composition
(contributions or Earnings) of the distribution
unless such elections are contrary to Applicable
Law. This Section 6.03(B)(6) as to election of
Account sources from among multiple sources does
not apply to the extent that a Participant or



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Defined Contribution Prototype Plan



Beneficiary is eligible under the Plan terms to
receive a distribution only from one specific
Account source. In the absence of a Participant
or Beneficiary election, the Plan Administrator
operationally will determine the Account
source(s) from which the Trustee will make the
distribution and will determine whether such
amounts distributed consist of the Account
contributions or of Account Earnings or both,
unless such Plan Administrator determinations are
contrary to Applicable Law.




     (7) Application to alternate payees. This
Section 6.03 applies to an alternate payee in
the same manner as if the alternate payee were
the Participant. See Section 6.05 as to the
right of a QDRO alternate payee to elect the
distribution method applicable to the alternate
payee’s distribution.


(C) Modification. The Employer in its Adoption
Agreement may elect to modify the methods of
payment available under the Plan, consistent with
this Section 6.03. If the Employer’s Plan is a
Restated Plan, the Employer in its Adoption
Agreement and in accordance with Treas. Reg.
§1.411(d)-4, may elect to eliminate from the
prior Plan certain Protected Benefits.




     6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND TO SURVIVING SPOUSES.



(A) Qualified Joint and Survivor Annuity (QJSA).
The Plan Administrator must direct the Trustee to
distribute a married or unmarried Participant’s
Vested Account Balance in the form of a QJSA,
unless the Participant, and spouse if the
Participant is married, waive the QJSA in
accordance with this Section 6.04(A) or unless
Section 6.04(H) applies.




     (1) Definition of QJSA if married. If, as of
the Annuity Starting Date, the Participant is
married (even if the Participant has not been
married throughout the one year period ending on
the Annuity Starting Date), a QJSA is an immediate Annuity Contract which is purchasable
with the Participant’s Vested Account Balance and
which provides a Life Annuity for the Participant
and a Survivor Annuity payable for the remaining
life of the Participant’s surviving spouse equal
to 50% of the amount of the annuity payable
during the life of the Participant.



     (2) Definition of QJSA if not married. If,
as of the Annuity Starting Date, the Participant
is not married, a QJSA is an immediate Life
Annuity Contract for the Participant which is
purchasable with the Participant’s Vested Account
Balance.



     (3) Modification of QJSA benefit. The
Employer in Appendix B may elect a different
percentage (more than 50% but not exceeding
100%) for the Survivor Annuity.



     (4) Definitions of Life/Survivor Annuity. A
Life Annuity means an Annuity Contract payable to
the Participant in equal installments for the
life of the Participant that terminates upon the
Participant’s death. A Survivor Annuity means an
Annuity Contract payable to the Participant’s
surviving spouse in equal installments for the
life of the surviving spouse that terminates upon
the death of the surviving spouse.



     (5) QJSA notice/timing. A Participant may
elect distribution of the QJSA at the earliest
retirement age under the Plan, which is the
earliest date on which the Participant could
elect to receive retirement benefits. At least
30 days and not more than 90 days before the
Participant’s Annuity Starting Date, the Plan
Administrator must provide the Participant a
written explanation of the terms and conditions
of the QJSA, the Participant’s right to make,
and the effect of, an election to waive the
QJSA benefit, the rights of the Participant’s
spouse regarding the waiver election and the
Participant’s right to make, and the effect of,
a revocation of a waiver election.



     (6) Waiver frequency and timing. The Plan
does not limit the number of times the
Participant may revoke a waiver of the QJSA or
make a new waiver during the election period.
The Participant (and his/her spouse, if the
Participant is married), may revoke an election
to receive a particular form of benefit at any
time until the Annuity Starting Date.



     (7) Married Participant waiver. A married
Participant’s QJSA waiver election is not valid
unless: (i) the Participant’s spouse (to whom the
Survivor Annuity is payable under the QJSA),
after the Participant has received the QJSA
notice, has consented in writing to the waiver
election, the spouse’s consent acknowledges the
effect of the election, and a notary public or
the Plan Administrator (or his/her
representative) witnesses the spouse’s consent;
(ii) the spouse consents to the alternative
method of payment designated by the Participant
or to any change in that designated method of
payment; and (iii) unless the spouse is the
Participant’s sole primary Beneficiary, the
spouse consents to the Participant’s Beneficiary
designation or to any change in the Participant’s
Beneficiary designation.



          (a) Effect of spousal consent/blanket
waiver. The spouse’s consent to a waiver of the
QJSA is irrevocable, unless the Participant
revokes the waiver election. The spouse may
execute a blanket consent to the Participant’s
future payment form election or Beneficiary
designation, if the spouse acknowledges the right
to limit his/her consent to a specific
designation but, in writing, waives that right.




          (b) Spousal consent not required. The Plan
Administrator will accept as valid a waiver
election which does not satisfy the spousal
consent requirements if the Plan Administrator
establishes: (i) the Participant does not have a
spouse; (ii) the spouse cannot be located; (iii)
the Participant is legally separated or has been
abandoned (within the meaning of applicable
state law) and the Participant has a court order
to that effect; or (iv) other circumstances
exist under which Applicable Law excuses the
spousal consent requirement. If the
Participant’s spouse is legally incompetent to
give consent, the spouse’s legal guardian (even
if the guardian is the Participant) may give
consent.



(B) Qualified Preretirement Survivor Annuity
(QPSA). If a married Participant dies prior to
his/her Annuity Starting Date, the Plan
Administrator will direct the Trustee to
distribute a portion of the Participant’s Vested
Account Balance to the Participant’s surviving
spouse in the form of a QPSA, unless the
Participant has a valid waiver election in
effect. The Employer in its Adoption Agreement
will elect whether to apply the “one-year
marriage rule.” If the Employer elects to apply
the one-year marriage rule, the QPSA benefit does
not apply unless the Participant and his/her
spouse were married




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Defined Contribution Prototype Plan



throughout the one year period ending on the date of the
Participant’s death.




     (1) Definition of QPSA. A QPSA is an
Annuity Contract which is purchasable with 50%
of the Participant’s Vested Account Balance
(determined as of the date of the Participant’s
death) and which is payable for the life of the
Participant’s surviving spouse.



     (2) Modification of QPSA. The Employer in
Appendix B may elect a different percentage
(more than 50% but not exceeding 100%) for the
QPSA.



     (3) Ordering rule. The value of the QPSA is
attributable to Employer Contributions, to
Pre-Tax Deferrals, to Roth Deferrals, and to
Employee Contributions in the same proportion as
the Participant’s Vested Account Balance is
attributable to those contributions.



     (4) Disposition of remaining balance. The
portion of the Participant’s Vested Account
Balance not payable as a QPSA is payable to the
Participant’s Beneficiary, in accordance with
the remaining provisions of this Article VI.



     (5) Surviving spouse elections. If the Participant’s Vested Account Balance which the
Trustee would apply to purchase the QPSA exceeds
$5,000, the Participant’s surviving spouse may
elect to have the Trustee commence payment of the
QPSA at any time following the date of the
Participant’s death, but not later than Section
6.02 requires, and may elect any of the methods
of payment described in Section 6.03, in lieu of
the QPSA. In the absence of an election by the
surviving spouse, the Plan Administrator must direct the
Trustee to distribute the QPSA on the earliest
administratively practicable date following the
close of the Plan Year in which the latest of the
following events occurs: (a) the Participant’s
death; (b) the date the Plan Administrator
receives notification of or otherwise confirms
the Participant’s death; (c) the date the
Participant would have attained Normal Retirement
Age; or (d) the date the Participant would have
attained age 62.




     (6) QPSA notice/timing. The Plan
Administrator must provide a written explanation
of the QPSA to each married Participant within
the following period which ends last: (a) the
period beginning on the first day of the Plan
Year in which the Participant attains age 32 and
ending on the last day of the Plan Year in which
the Participant attains age 34; (b) a reasonable
period after an Employee becomes a Participant;
or (c) a reasonable period after Section 6.04 of
the Plan becomes applicable to the Participant. A
“reasonable period” described in clauses (b) and
(c) is the period beginning one year before and
ending one year after the applicable event. If
the Participant incurs a Separation from Service
before attaining age 35, clauses (a), (b), and
(c) do not apply and the Plan Administrator must
provide the QPSA notice within the period
beginning one year before and ending one year
after the Separation from Service. If the
Participant thereafter returns to employment with
the Employer, the Plan Administrator will
redetermine the applicable period. The QPSA
notice must describe, in a manner consistent with
Treasury regulations, the terms and conditions of
the QPSA and of the waiver of the QPSA,
comparable to the QJSA notice required under
Section 6.04(A)(5).



     (7) Waiver frequency and timing. The Plan
does not limit the number of times the
Participant may revoke a waiver of the QPSA or
make a new waiver during the election period. The
election period for waiver of the QPSA ends on
the date of the Participant’s death. A
Participant’s QPSA waiver election is not valid
unless the Participant makes the waiver election
after the Participant has received the QPSA
notice and no earlier than the first day of the
Plan Year in which he/she attains age 35.
However, if the Participant incurs a Separation
from Service prior to the first day of the Plan
Year in which he/she attains age 35, the Plan
Administrator will accept a waiver election as to
the Participant’s Account Balance attributable to
his/her Service prior to his/her Separation from
Service. In addition, if a Participant who has
not incurred a Separation from Service makes a
valid waiver election, except for the age 35 Plan
Year timing requirement above, the Plan
Administrator will accept that election as valid,
but only until the first day of the Plan Year in
which the Participant attains age 35.



     (8) Spousal consent to waiver. A
Participant’s QPSA waiver is not valid unless the
Participant’s spouse (to whom the QPSA is
payable) satisfies or is excused from the consent
requirements as described in Section 6.04(A)(7),
except the spouse need not consent to the form of
benefit payable to the designated Beneficiary.
The spouse’s consent to the waiver of the QPSA is
irrevocable, unless the Participant revokes the
waiver election. The spouse also may execute a
blanket consent as described in Section
6.04(A)(7)(a).


(C) Effect of Waiver. If the Participant has in
effect a valid waiver election regarding the
QJSA or the QPSA, the Plan Administrator must
direct the Trustee to distribute the
Participant’s Vested Account Balance in
accordance with Sections 6.01, 6.02 and 6.03.



(D) Loan Offset. The Plan Administrator will
reduce the Participant’s Vested Account Balance
by any security interest (pursuant to any offset
rights authorized by Section 6.06) held by the
Plan by reason of a Participant loan, to
determine the value of the Participant’s Vested
Account Balance distributable in the form of a
QJSA or QPSA, provided the loan satisfied the
spousal consent requirement described in Section
7.06(D).



(E) Effect of QDRO. For purposes of applying this
Article VI, a former spouse (in lieu of the
Participant’s current spouse) is the
Participant’s spouse or surviving spouse to the
extent provided under a QDRO described in Section
6.05. The provisions of this Section 6.04 apply
separately to the portion of the Participant’s
Vested Account Balance subject to a QDRO and to
the portion of the Participant’s Vested Account
Balance not subject to the QDRO.



(F) Vested Account Balance Not Exceeding $5,000.
The Trustee must distribute in a Lump-Sum a
Participant’s Vested Account Balance which the
Trustee otherwise under Section 6.04 would apply
to provide a QJSA or QPSA benefit, where the
Participant’s Vested Account Balance determined
under Section 6.01(A)(4) does not exceed $5,000,
unless the Employer elects to apply any lesser
amount in Appendix B.



(G) Profit Sharing Plan Exception. If this Plan
is a Profit Sharing Plan, the Employer in its
Adoption Agreement must elect whether the
preceding provisions




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Defined Contribution Prototype Plan



of Section 6.04 apply to all Participants or only to
Participants who are not Exempt Participants.




     (1) Definition of Exempt Participants. All
Participants are Exempt Participants except the
following Participants to whom Section 6.04 must
be applied: (a) a Participant as respects whom
the Plan is a direct or indirect transferee from
a plan subject to the Code §417 requirements and
the Plan received the Transfer after December 31,
1984, unless the Transfer is an Elective Transfer
described in Section 11.06(E); (b) a Participant
who elects a Life Annuity distribution (if
Section 11.02(C)(3) of the Plan requires the Plan
to provide a Life Annuity distribution option);
or (c) a Participant whose benefits under a
Defined Benefit Plan maintained by the Employer
are offset by benefits provided under this Plan.



     (2) Transfers. If a Participant receives a
Transfer under Section 6.04(G)(1), clause (a)
above, the Plan Administrator may elect to apply
Section 6.04 only to the Participant’s
transferred balance and not to the Participant’s
remaining Account Balance provided that the Plan
Administrator accounts properly for such
balances.



     (3) Distribution to Exempt Participant. The
Plan Administrator must direct the Trustee to
distribute the Exempt Participant’s Vested Account Balance
in accordance with Sections 6.01, 6.02 and 6.03.



     (4) Exempt Participant Beneficiary
designation. See Section 7.05(A)(3) as to
requirements relating to a married Exempt
Participant’s Beneficiary designation.



     6.05 QDRO DISTRIBUTIONS. Notwithstanding
any other provision of this Plan, the Trustee,
in accordance with the direction of the Plan
Administrator, must comply with the provisions
of a QDRO, as defined in Code §414(p)(1)(A),
which is issued with respect to the Plan.


(A) Distribution at Any Time. This Plan
specifically permits distribution to an alternate
payee under a QDRO at any time, irrespective of
whether the Participant has attained his/her
earliest retirement age (as defined under Code
§414(p)(4)(B)) under the Plan. However, a
distribution to an alternate payee prior to the
Participant’s attainment of earliest retirement
age is available only if: (1) the QDRO specifies
distribution at that time or permits an agreement
between the Plan and the alternate payee to
authorize an earlier distribution; and (2) if the
present value of the alternate payee’s benefits
under the Plan exceeds $5,000, and the QDRO
requires the alternate payee’s consent to any
distribution occurring prior to the Participant’s
attainment of earliest retirement age, the
alternate payee gives such consent.



(B) Plan Terms Otherwise Apply. Except as to
timing of distribution commencement under
Section 6.05(A), nothing in this Section 6.05
gives a Participant or an alternate payee a
right to receive a type or method of
distribution, to receive any option, or to
increase benefits in a manner that the Plan does
not permit.



(C) QDRO Procedures. The Plan Administrator must
establish reasonable procedures to determine the
qualified status of a domestic relations order
(as defined under Code §414(p)(1)(B).




     (1) Notices and order status. Upon receiving
a domestic relations order, the Plan
Administrator promptly will notify the
Participant and any alternate payee named in the
order, in writing, of the receipt of the order
and the Plan’s procedures for determining the
qualified status of the order. Within a
reasonable period of time after receiving the
domestic relations order, the Plan Administrator
must determine the qualified status of the order
and must notify the Participant and each
alternate payee, in writing, of the Plan
Administrator’s determination. The Plan
Administrator must provide notice under this
Section 6.05(C)(1) by mailing to the individual’s
address specified in the domestic relations
order, or in a manner consistent with DOL
regulations.



     (2) Interim amounts payable. If any portion
of the Participant’s Vested Account Balance is
payable under the domestic relations order during
the period the Plan Administrator is making its
determination of the qualified status of the
domestic relations order, the Plan Administrator
must maintain a separate accounting of the
amounts payable. If the Plan Administrator
determines the order is a QDRO within 18 months
of the date amounts first are payable following
receipt of the domestic relations order, the Plan
Administrator will direct the Trustee to
distribute the payable amounts in accordance with
the QDRO. If the Plan Administrator does not make
its determination of the qualified status of
the order within the 18-month determination
period, the Plan Administrator will direct the
Trustee to distribute the payable amounts in the
manner the Plan would distribute if the order did
not exist and will apply the order prospectively
if the Plan Administrator later determines the
order is a QDRO.



     (3) Segregated Account. To the extent it is
not inconsistent with the provisions of the QDRO,
the Plan Administrator under Section
7.04(A)(2)(c) may direct the Trustee to segregate
the QDRO amount in a Segregated Account. The
Trustee will make any payments or distributions
required under this Section 6.05 by separate
benefit checks or other separate distribution to
the alternate payee(s).



     6.06 DEFAULTED LOAN — TIMING OF OFFSET. If
a Participant or a Beneficiary defaults on a Plan
loan, the Plan Administrator will determine the
timing of the reduction (offset) of the
Participant’s Vested Account Balance in
accordance with this Section 6.06 and the Plan
Administrator’s loan policy.


(A) Offset if Distributable Event. If, under the
loan policy a loan default also is a
distributable event under the Plan, the Trustee,
at the time of the loan default, will offset the
Participant’s Vested Account Balance by the
lesser of the amount in default (including
accrued interest) or the Plan’s security
interest in that Vested Account Balance.



(B) Restricted Accounts. If the loan is from a
Restricted Pension Account and the loan default
is a distributable event under the loan policy,
the Trustee will offset the Participant’s Account
Balance in the manner described in Section
6.06(A) only if the Participant has incurred a
Separation from Service or has attained Normal
Retirement Age. If a 401(k) Plan makes the loan,
to the extent the loan is attributable to the
Participant’s Restricted 401(k) Accounts, the
Trustee will not offset the Participant’s Vested
Account Balance prior to the earlier of the date
the Participant incurs a Severance from
Employment or the date the Participant attains
age 59 1/2. Consistent with its loan policy, the
Plan




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Administrator also may offset a Participant’s
defaulted loan upon Plan termination, provided
the Participant’s Account Balance is
distributable upon Plan termination.




     6.07 HARDSHIP DISTRIBUTIONS. The Employer in
its Adoption Agreement may elect to permit a
hardship distribution to an electing Participant.
If the Employer elects to permit hardship
distributions, the Employer, consistent with the
Adoption Agreement and Applicable Law, will
elect: (i) which Accounts are available for a
hardship distribution; (ii) whether the Plan
Administrator will administer the hardship
distributions in accordance with the safe harbor
provisions of Section 6.07(A) or, as may be
permitted by Applicable Law, under the non-safe
harbor provisions of Section 6.07(B); and (iii)
whether the hardship distribution is an
In-Service Distribution, an acceleration of a
distribution occurring after Severance from
Employment/Separation from Service, or both. The
Employer in its Profit Sharing Plan Adoption
Agreement may elect to apply the safe harbor
rules.


(A) Safe Harbor Need/Necessity.




     (1) Deemed immediate and heavy need. For
purposes of this Plan, a safe harbor hardship
distribution is a distribution on account of one
or more of the following immediate and heavy
financial needs: (a) expenses for (or necessary
to obtain) medical care for the Participant, for
the Participant’s spouse, or for any of the
Participant’s dependents that would be deductible
under Code §213(d) (determined without regard to
whether the expenses exceed 7.5% of adjusted
gross income); (b) costs directly related to the
purchase (excluding mortgage payments) of a
principal residence of the Participant; (c)
payment of post-secondary education tuition and
related educational fees (including room and
board), for the next 12-month period, for the
Participant, for the Participant’s spouse, for
the Participant’s children, or for any of the
Participant’s dependents; (d) payments necessary
to prevent the eviction of the Participant from
his/her principal residence or the foreclosure of
the mortgage on the Participant’s principal
residence; (e) payments for the funeral or burial
expenses for the Participant’s deceased parent,
spouse, child, or dependent; or (f) 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 10% of
adjusted gross income). Clauses (e) and (f) only
apply as of the Final 401(k) Regulations
Effective Date. As used in this Section
6.07(A)(1), the term “dependent” means a
dependent as defined in Code §152 but for Taxable
Years beginning after 2004 as applied to clause
(e), means without regard to Code §152(d)(1)(B)
and, for purposes of clause (c), means as applied
without regard to Code §§152(b)(1) or (2) and
152(d)(1)(B).
Notwithstanding the immediately preceding
sentence, the Plan Administrator in applying this
Section 6.07 may elect to limit the term
“dependent” to those persons whom the Participant
may claim as a dependent on IRS Form 1040. The
administrative forms related to hardship
distributions will reflect which of these
definitions of “dependent” the Plan Administrator
has elected to apply.



     (2) Deemed necessity. The following
restrictions apply to a Participant who receives
a safe harbor hardship
distribution: (a) the Participant may not make
Elective Deferrals or Employee Contributions to
the Plan and other plans (described below)
maintained by the Employer for the 6-month period
(or any longer period the Plan Administrator may
specify in a hardship distribution policy)
following the date of his/her hardship
distribution; (b) the distribution may not exceed
the amount of the Participant’s immediate and
heavy financial need (including any amounts
necessary to pay any federal, state or local
income taxes or penalties reasonably anticipated
to result from the distribution); and (c) the
Participant must have obtained all distributions
(including distribution of Code §404(k) ESOP
dividends), other than hardship distributions,
and all nontaxable loans (determined at the time
of the loan) currently available under the Plan
and all other plans (described below) maintained
by the Employer. “Other plans” for purposes of
clauses (a) and (c) means all other qualified
plans and all nonqualified plans of deferred
compensation maintained by the Employer including
a cash or deferred arrangement that is part of a
cafeteria plan under Code §125 (but excluding the
mandatory employee contribution portion of a
Defined Benefit Plan or a health or welfare
benefit plan, including one that is part of a
cafeteria plan). For purposes of clause (a),
“other plans” also includes stock option, stock
purchase and other similar plans maintained by
the Employer.


(B) Non-safe Harbor Need/Necessity. For purposes
of this Plan, a non-safe harbor hardship
distribution is a distribution on account of an
immediate and heavy financial need. The
distribution cannot exceed the amount necessary
to satisfy the need (including any amounts
necessary to pay any federal, state, or local
income taxes or penalties reasonably anticipated
to result from the distribution). The Plan will
not make a non-safe harbor hardship distribution
if the Participant may relieve the need from
other resources that are reasonably available to
the Participant. The Plan Administrator will
administer a hardship distribution under this
Section 6.07(B) in accordance with Treas. Reg.
§1.401(k)-1(d)(3)(iv), but excluding paragraph
(E) thereof.



(C) Policy/Reliance. The Plan Administrator may
adopt a uniform and nondiscriminatory policy
regarding hardship distributions including
objective standards for determining whether a
Participant has an immediate and heavy financial
need and for substantiating the extent of the
Participant’s need. The Plan Administrator,
absent actual contrary knowledge, may rely on a
Participant’s written representation that the
distribution is on account of hardship (as
defined in Section 6.07(A)(1)), that the
distribution satisfies Section 6.07(B) and/or
that the distribution satisfies clause (b) under
6.07(A)(2).



(D) No Counterproductive Actions. A Participant,
to establish necessity under either Sections
6.07(A)(2) or 6.07(B) need not take
counterproductive actions as would increase the
financial need. Such actions include, but are
not limited to, being required to first take a
Participant loan to purchase a principal
residence where such a loan would result in the
Participant’s disqualification from obtaining
other necessary financing.



(E) Restrictions on Amount; Grandfathered
Amounts. The maximum amount distributable from
Elective Deferrals as a hardship distribution
may not exceed the amount equal to the
Participant’s total Elective Deferrals
as of the hardship distribution date, reduced by
the amount of any Elective Deferrals previously
distributed to the Participant based on hardship
or otherwise. QMACs and QNECs, and any Earnings
on such contributions, and Earnings on the
Participant’s Elective Deferrals, credited as of
December




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31, 1988 (collectively, “grandfathered
amounts”), increase the amount of the maximum
available hardship distribution only if the
Employer in Appendix B elects to include such
amounts. The restrictions of this Section
6.07(E) do not apply to hardship distributions
from Nonelective Contributions, Regular Matching
Contributions or Additional Matching
Contributions and such distributions also may
include Earnings on such Accounts. No hardship
distribution is available from Safe harbor
Contribution Accounts.



(F) Ordering. If the Plan permits a hardship
distribution from more than one Account type, the
Participant or the Plan Administrator in
accordance with Section 6.03(B)(6) will determine
the ordering of a Participant’s hardship
distribution from the hardship distribution
eligible Accounts, including ordering as between
the Participant’s Pre-Tax Deferral Account and
Roth Deferral Account, if any, provided that any
ordering is consistent with any restriction on
hardship distributions under this Section 6.07.



(G) Prototype and Volume Submitter Plans. A
Participant’s hardship distribution made from
Elective Deferrals under a Prototype Plan must
comply with the safe harbor rules of Section
6.07(A). A Participant’s hardship distribution
made from the Nonelective Contribution, Regular
Matching Contribution or Additional Matching
Contribution Accounts under a Prototype Plan, as
the Employer elects in its Adoption Agreement,
may comply with the safe harbor rules of Section
6.07(A) or the non-safe harbor rules of Section
6.07(B). A Volume Submitter Plan, as the Employer
elects in its Adoption Agreement, may provide
hardship distributions under the safe harbor
rules of Section 6.07(A) or under the non-safe
harbor hardship distribution rules of Section
6.07(B).




     6.08 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS.


(A) Participant Election. A Participant
(including for this purpose, a former Employee)
may elect, at the time and in the manner
prescribed by the Plan Administrator, to have
any portion of his/her Eligible Rollover
Distribution from the Plan paid directly to an
Eligible Retirement Plan specified by the
Participant in a Direct Rollover. For purposes
of this Section 6.08, a Participant includes as
to their respective interests, a Participant’s
surviving spouse and the Participant’s spouse or
former spouse who is an alternate payee under a
QDRO.



(B) Rollover and Withholding Notice. At least 30
days but not more than 90 days prior to the
Trustee’s distribution of an Eligible Rollover
Distribution, the Plan Administrator must provide
a written notice (including a summary notice as
permitted under applicable Treasury regulations)
explaining to the distributee the rollover
option, the applicability of mandatory 20%
federal withholding to any amount not directly
rolled over, and the recipient’s right to roll
over the distribution within 60 days after the
date of receipt of the distribution (“rollover
notice”). If applicable, the rollover notice also
must explain the availability of income averaging
and the exclusion of net unrealized appreciation.
A recipient of an Eligible Rollover Distribution
(whether he/she elects a Direct Rollover or
elects to
receive the distribution), also may elect to
receive distribution at any administratively
practicable time which is earlier than 30 days
(but more than 7 days if Section 6.04 applies)
following receipt of the rollover notice.



(C) Default Rollover. The Plan Administrator, in
the case of a Participant who does not respond
timely to the rollover notice, may make a Direct
Rollover of the Participant’s Account (as
described in Revenue Ruling 2000-36 or in any
successor guidance, or in any DOL guidance) in
lieu of distributing the Participant’s Account.



(D) Automatic Rollover. If the Employer elects in
its Adoption Agreement to provide for Mandatory
Distributions described in Section 6.01(A), the
Plan Administrator will apply this Section
6.08(D) to all Mandatory Distributions made
before the Participant attains the later of age
62 or Normal Retirement Age. The Employer in its
Adoption Agreement will elect whether to apply
this Section 6.08(D) to a specified amount or
will apply this Section only to such Mandatory
Distributions which exceed $1,000. In the event
of any Mandatory Distribution subject to this
Section 6.08(D) and made on or after March 28,
2005, if the Participant does not elect to have
such distribution paid directly to an Eligible
Retirement Plan the Participant specifies in a
Direct Rollover or to receive the distribution
directly in accordance with Section 6.01(A), then
the Plan Administrator will pay the distribution
in a Direct Rollover to an Individual Retirement
Plan the Plan Administrator designates
(“Automatic Rollover”). In the case of a Restated
Plan with a restated Effective Date before March
29, 2005, as to any Mandatory Distribution which
otherwise would be subject to this Section
6.08(D) except that the distribution occurred
before March 29, 2005, the terms of the prior
plan document control as to the disposition of
the Account.




     (1) Determination of Mandatory
Distribution amount.



          (a) Rollovers count. The Plan
Administrator, in determining whether a
Mandatory Distribution is greater than $1,000
for purposes of this Section 6.08(D), will
include the portion of the Participant’s
distribution attributable to any Rollover
Contribution, regardless of the Employer’s
Adoption Agreement election to include or
exclude Rollover Contributions in determining a
Mandatory Distribution.




          (b) Roth and Pre-Tax Deferrals. In
determining the Mandatory Distribution amount
under this Section 6.08(D), the Plan
Administrator will aggregate a Participant’s
Roth Deferral and Pre-Tax Deferral Accounts if
each Account Balance exceeds $200. If either
the Roth Deferral Account or the Pre-Tax
Deferral Account is less than $200, the Plan
Administrator will apply this Section 6.08(D)
only to the other Account and will not
aggregate the Account Balance under $200 with
the other Account Balance.




     (2) Beneficiaries, alternate payees and
termination. The Automatic Rollover provisions
of this Section 6.08(D) do not apply to spousal
Beneficiaries, to alternate payees under a QDRO
or to distributions upon Plan termination.


(E) Limitation on Employee Contribution and
Roth Rollovers.




     (1) Employee Contributions. A Participant’s
Employee Contribution Account only may be
transferred by means of a Direct Rollover to a
qualified Defined Contribution Plan described in
Code §§401(a) or 403(a)



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Defined Contribution Prototype Plan



that agrees to account separately for amounts so transferred,
including accounting separately 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. A
Participant’s Employee Contributions also may be transferred by a Direct Rollover or by a 60-day
rollover to an Individual Retirement Plan. For purposes of a rollover of a distribution which
includes both Employee Contributions and pre-tax amounts, the Plan Administrator will treat the
first amounts rolled over as attributable to the pre-tax amounts.




     (2) Roth Deferrals. A Participant’s Roth
Deferral Account only may be transferred by
means of a Direct Rollover to a qualified
Defined Contribution Plan described in Code
§401(k), or to a Code §403(b) plan that permits
Roth deferrals. A Participant also may transfer
the taxable portion of his/her Roth Deferral
Account by a 60-day rollover to a qualified
Defined Contribution Plan under Code §401(k) or
to a Code §403(b) plan. A Participant’s Roth
Deferral Account Contributions also may be
transferred by a Direct Rollover or by a 60-day
rollover to a Roth Individual Retirement Plan.


(F) Definitions. The following definitions
apply to this Section 6.08:




     (1) Direct Rollover. A Direct Rollover is a
payment by the Plan to the Eligible Retirement
Plan the distributee specifies in his/her Direct
Rollover election or in the case of an Automatic
Rollover, to the Individual Retirement Plan that
the Plan Administrator designates.



     (2) Eligible Retirement Plan. An Eligible
Retirement Plan is an individual retirement
account described in Code §408(a), an individual
retirement annuity described in Code §408(b), an
annuity plan described in Code §403(a), a
qualified trust described in Code §401(a), an
arrangement described in Code §403(b), or an
eligible deferred compensation plan described in
Code §457(b) sponsored by a governmental employer
which accepts the Participant’s or alternate
payee’s Eligible Rollover Distribution. However,
with regard to a Participant’s Roth Deferral
Account, an Eligible Retirement Plan is a Roth
IRA described in Code §408A, a Roth account in
another 401(k) plan which permits Roth deferrals
or a Roth account in a 403(b) plan which permits
Roth deferrals.



     (3) Eligible Rollover Distribution. An
Eligible Rollover Distribution is any
distribution of all or any portion of the
Participant’s Vested Account Balance, except: (a)
any distribution which 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 Designated
Beneficiary, or for a specified period of ten
years or more; (b) any RMD under Section 6.02;
(c) the portion of any distribution which is not
includible in gross income (except for Roth
Deferral Accounts, Employee Contributions and
determined without regard to the exclusion of net
unrealized appreciation with respect to employer
securities); (d) any hardship distribution; (e) a
corrective distribution made under Article IV;
(f) a deemed distribution resulting from a
defaulted Participant loan which is not also an
offset distribution; (g) any other distributions
described in Treas. Reg. §1.402(c)-2; and
(h) as to a Direct Rollover, any distribution
which otherwise would be an Eligible Rollover
Distribution, but
where the total distributions to the Participant
during that calendar year are reasonably expected
to be less than $200. For purposes of clause (h),
a Participant’s Roth Deferral Account is deemed
to constitute a separate plan that is subject to
a separate $200 limit. The Plan Administrator, in
a form on which a Participant may elect a Direct
Rollover, may restrict a Participant from
directly rolling over only a part of an Eligible
Rollover Distribution where the distribution
amount does not exceed $500. In the case of such
distribution exceeding $500, the Plan
Administrator’s form may require that any amount
the Participant elects to directly roll over be
equal to $500 or a lesser specified amount.




     (4) Individual Retirement Plan. An
Individual Retirement Plan is an individual
retirement account described in Code §408(a)
or an individual retirement annuity described
in Code §408(b).



     6.09 REPLACEMENT OF $5,000 AMOUNT. If the
Employer in its Adoption Agreement under Section
6.01(A)(1) elects no Mandatory Distributions or
elects a Mandatory Distribution amount which is
less than $5,000, all other Plan references to
“$5,000” remain unchanged unless the Employer in
Appendix B elects to apply any lesser amount.
However, any such override election does not
apply to Sections 3.02(D) (relating to Catch-Up
Deferrals, 3.10 (relating to SIMPLE Plans) and
3.12(C)(2) (relating to Designated IRAs) and
references therein remain at $5,000. If this Plan
is a Restated Plan, any Employer election under
this Section 6.09 must be consistent with the
Plan Administrator’s operation of the Plan prior
to the Employer’s execution of its Restated Plan.



     6.10 TEFRA ELECTIONS.


(A) Application of Election in Lieu of Other
Provisions. Notwithstanding the provisions of
Sections 6.01, 6.02 and 6.03, if the Participant
(or Beneficiary) signed a written distribution
designation prior to January 1, 1984 (“TEFRA
election”), the Plan Administrator must direct
the Trustee to distribute the Participant’s
Vested Account Balance in accordance with that
election, subject however, to the Survivor
Annuity requirements, if applicable, of Section
6.04.



(B) Non-application. This Section 6.10 does not
apply to a TEFRA election, and the Plan
Administrator will not comply with that election,
if any of the following applies: (1) the elected
method of distribution would have disqualified
the Plan under Code §401(a)(9) as in effect on
December 31, 1983; (2) the Participant did not
have an Account Balance as of December 31, 1983;
(3) the election does not specify the timing and
form of the distribution and the death
Beneficiaries (in order of priority); (4) the
substitution of a Beneficiary modifies the
distribution payment period; or, (5) the
Participant (or Beneficiary) modifies or revokes
the election. In the event of a revocation, the
Trustee must distribute, no later than December
31 of the calendar year following the year of
revocation, the amount which the Participant
would have received under Section 6.02 if the
distribution designation had not been in effect
or, if the Beneficiary revokes the distribution
designation, the amount which the Beneficiary
would have received under Section 6.02 if the
distribution designation had not been in effect.
The Plan Administrator will apply this Section
6.10 to rollovers and Transfers in accordance
with Treasury Reg. §1.401(a)(9)-8.




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ARTICLE VII




ADMINISTRATIVE PROVISIONS




     7.01 EMPLOYER ADMINISTRATIVE PROVISIONS.


(A) Information to Plan Administrator. The
Employer must supply current information to the
Plan Administrator, including the name, date of
birth, date of employment, Compensation, leaves
of absence, Years of Service and date of
Separation from Service of each Employee who is,
or who will be eligible to become, a Participant
under the Plan, together with any other
information which the Plan Administrator
considers necessary to administer the Plan. The
Employer’s records as to the information the
Employer furnishes to the Plan Administrator are
conclusive as to all persons.



(B) Plan Contributions. The Employer is solely
responsible to determine the proper amount of any
Employer Contribution it makes to the Plan and
for the timely deposit to the Trust of the
Employer Contributions.



(C) Employer Action. The Employer must take any
action under the Plan in accordance with
applicable Plan provisions and with proper
authority such that the action is valid under
Applicable Law and is binding upon the Employer.



(D) No Responsibility for Others. Except as
required under ERISA, the Employer has no
responsibility or obligation under the Plan to
Employees, Participants or Beneficiaries for
any act required of the Plan Administrator, the
Trustee, the Custodian, or any other service
provider to the Plan (unless the Employer also
serves in such capacities).



(E) Indemnity of Certain Fiduciaries. The
Employer will indemnify, defend and hold harmless
the Plan Administrator from and against any and
all loss, damages or liability to which the Plan
Administrator may be subjected by reason of any
act or omission (except willful misconduct or
gross negligence) in its official capacities in
the administration of this Plan or Trust or both,
including attorneys’ fees and all other expenses
reasonably incurred in the Plan Administrator’s
defense, in case the Employer fails to provide
such defense. The indemnification provisions of
this Section 7.01(E) do not relieve the Plan
Administrator from any liability the Plan
Administrator may have under ERISA for breach of
a fiduciary duty. The Plan Administrator and the
Employer may execute a written agreement further
delineating the indemnification agreement of this
Section 7.01(E), provided the agreement does not
violate ERISA or other Applicable Law. The
indemnification provisions of this Section
7.01(E) do not extend to any Trustee, third party
administrator, Custodian or other Plan service
provider unless so provided in a written
agreement executed by such persons and the
Employer.



(F) Settlor Expenses. The Employer will pay all
reasonable Plan expenses that the Plan
Administrator under Section 7.04(C) determines
are “settlor expenses” under ERISA.




     7.02 PLAN ADMINISTRATOR.


(A) Compensation and Expenses. The Plan
Administrator (and any individuals serving
as Plan Administrator) will serve without
compensation for services as such (unless
the Plan Administrator is not the Employer
or an Employee), but the Employer or the
Plan will pay all reasonable expenses of
the Plan Administrator, in accordance with
Section 7.04(C)(2).



(B) Resignation and Removal. If the Employer,
under Section 1.41, appoints one or more persons
to serve as Plan Administrator, such person(s)
shall serve until they resign by written notice
to the Employer or until the Employer removes
them by written notice. In case of a vacancy in
the position of Plan Administrator, the Employer
will exercise any and all of the powers,
authority, duties and discretion conferred upon
the Plan Administrator pending the filling of
the vacancy.



(C) General Powers and Duties. The Plan
Administrator has the following general powers
and duties which are in addition to those the
Plan otherwise accords to the Plan
Administrator:




     (1) Eligibility/benefit determination. To
determine the rights of eligibility of an
Employee to participate in the Plan, all factual
questions that arise in the course of
administering the Plan, the value of a
Participant’s Account Balance (based on the
value of the Trust assets, as determined by the
Trustee, the Custodian or the Named Fiduciary)
and the Vested percentage of each Participant’s
Account Balance.



     (2) Rules/policies. To adopt rules of
procedure and regulations or policies the Plan
Administrator considers reasonable or necessary
for the proper and efficient administration of
the Plan, provided the rules are not inconsistent
with the terms of the Plan, the Code, ERISA or
other Applicable Law. The Plan Administrator may,
but is not required to reduce such rules,
regulations or policies to writing, unless
otherwise required under Applicable Law. The Plan
Administrator at any time may amend or terminate
prospectively any Plan policy without the
requirement of a formal Plan amendment. The
Employer or Plan Administrator also may create
and modify from time to time one or more
administrative checklists which are not part of
the Plan, but which are for the purpose of
tracking certain plan operational features, to
generate written policies and plan forms, and to
facilitate proper administration of the Plan.



     (3) Construction/enforcement. To construe
and enforce the terms of the Plan and the
rules, regulations and policies the Plan
Administrator adopts, including discretion to
interpret the basic plan document, the Adoption
Agreement and any document related to the
Plan’s operation.



     (4) Distribution/valuation. To direct the
Trustee regarding the crediting and distribution
of the Trust Fund, to establish additional
Valuation Dates, and to direct the Trustee to
conduct interim valuations on such Valuation
Dates under Section 8.02(C)(4).



     (5) Claims. To review and render
decisions regarding a claim for (or denial of
a claim for) a benefit under the Plan.



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Defined Contribution Prototype Plan




     (6) Information to Employer. To furnish
the Employer with information which the
Employer may require for tax or other
purposes.



     (7) Service providers. To engage the
service of agents whom the Plan Administrator
may deem advisable to assist it with the
performance of its duties.



     (8) Investment Manager. If the Plan
Administrator is the Named Fiduciary (or the
Named Fiduciary otherwise designates the Plan
Administrator to do so), to engage the services
of an Investment Manager or Managers (as defined
in ERISA §3(38)), each of whom will have full
power and authority to manage, acquire or
dispose (or direct the Trustee with respect to
acquisition or disposition) of any Plan asset
under such Investment Manager’s control.



     (9) Funding. As the Code or ERISA may
require, to establish and maintain a funding
policy and a funding standard account and to make
credits and charges to that account. The Plan
Administrator will review, not less often than
annually, all pertinent Employee information and
Plan data in order to establish the funding
policy of the Plan and to determine the
appropriate methods of carrying out the Plan’s
objectives. The Plan Administrator must
communicate periodically, as it deems
appropriate, to the Trustee and to any Plan
Investment Manager the Plan’s short-term and
long-term financial needs for the coordination of
the Plan’s investment policy with Plan financial
requirements.



     (10) Records. To maintain Plan records and
records of the Plan Administrator’s activities,
as necessary or appropriate for the proper
administration of the Plan.



     (11) Tax returns and other filings. To file
with DOL or IRS as may be required, the Plan’s
informational tax return, and to make such other
filings as the Plan Administrator deems necessary
or appropriate.



     (12) Notices and disclosures. To give and to
make to Participants and to other parties, all
Plan related notices and disclosures required by
Applicable Law.



     (13) Overpayment. To seek return from a
Participant or Beneficiary of any distributed
amount which exceeds the distributable Vested
Account Balance (or exceeds the amount which
otherwise should have been distributed) and to
allocate any recovered overpayment in accordance
with the Plan terms.



     (14) Catch-all. To make any other
determinations and undertake any other actions
the Plan Administrator in its discretion
believes are necessary or appropriate for the
administration of the Plan (except to the extent
that the Employer provides express contrary
direction) and to otherwise administer the Plan
in accordance with the Plan terms and Applicable
Law.


(D) 401(k) Plan Elective Deferrals. If the Plan
is a 401(k) Plan, the Plan Administrator may
adopt such policies regarding Elective Deferrals
as it deems necessary or appropriate to
administer the Plan. The Plan Administrator also
will prescribe a Salary Reduction Agreement form
for use by Participants. See Section 1.54.



(E) Limitations on Plan
Administrator Responsibility.



     (1) Acts of others. Except as required
under ERISA, the Plan Administrator has no
responsibility or obligation under the Plan to
Participants or Beneficiaries for any act
required of the Employer, the Trustee, the
Custodian or any other service provider to the
Plan (unless the Plan Administrator also serves
in such capacities).



     (2) Plan contributions. The Plan
Administrator is not responsible for collecting
any required Plan contribution or to determine
the correctness or deductibility of any Employer
Contribution.



     (3) Reliance on information. The Plan
Administrator in administering the Plan is
entitled to, but is not required to rely upon,
information which a Participant, Beneficiary,
Trustee, Custodian, the Employer, a Plan service
provider or representatives thereof provide to
the Plan Administrator.




     7.03 DIRECTION OF INVESTMENT.


(A) Employer Direction of Investment. The
Employer has the right to direct the
discretionary Trustee with respect to the
investment and re-investment of assets
comprising the Trust Fund only if and to the
extent the discretionary Trustee consents in
writing to permit such direction. The Employer
will direct a nondiscretionary Trustee as to the
Trust Fund investments in accordance with
Article VIII unless an Investment Manager, the
Participants or the Named Fiduciary are
directing the nondiscretionary Trustee as to
such investments.



(B) Participant Direction of Investment. The Plan
Administrator may adopt a policy to permit
Participants to direct the investment of one or
more of their Plan Accounts, subject to the
provisions of this Section 7.03(B). The Plan
Administrator may impose reasonable and
nondiscriminatory administrative conditions on
the Participants’ ability to direct their Account
investments. For purposes of this Section
7.03(B), a Participant includes a Beneficiary
where the Beneficiary has succeeded to the
Participant’s Account and where the Plan
Administrator’s policy affords the Beneficiary
self-direction rights. However, under the Plan
Administrator’s policy a Beneficiary may or may
not have the same direction of investment rights
as a Participant.




     (1) Trustee authorization and procedures.
Under any Plan Administrator policy permitting
Participant direction of investment, the Trustee
must consent in writing to permit such direction.
If the Employer, in its Adoption Agreement,
designates the Trustee as a nondiscretionary
Trustee, the Employer may direct the Trustee to
consent to Participant direction of investment.
If the Trustee consents to Participant direction
of investment, the Trustee only will accept
direction from each Participant (or from the
Participant’s properly appointed independent
investment adviser, financial planner or legal
representative) on a written direction of
investment form the Plan Administrator or Trustee
provides or otherwise approves for this purpose.
The Trustee may establish written procedures
relating to Participant direction of investment
under this Section 7.03(B) as are not
inconsistent with the Plan Administrator’s policy
regarding Participant direction,
including procedures or conditions for electronic
transfers



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or for changes in investments by Participants or by their
properly appointed independent investment advisers, financial planners or legal representatives.
The Plan Administrator will maintain, or direct the Trustee to maintain, an appropriate Account
designated in the name of the Plan or Trust and for the benefit of the Participant, to the extent a
Participant’s Account is subject to Participant self-direction. Such an Account is a
Participant—Directed Account under Section 7.04(A)(2)(b).




     (2) ERISA §404(c). No Plan fiduciary
(including the Employer and Trustee) is liable
for any loss or for any breach resulting from a
Participant’s or Beneficiary’s direction of the
investment of any part of his/her directed
Account to the extent the Participant’s or
Beneficiary’s exercise of his/her right to direct
the investment of his/her Account satisfies the
requirements of ERISA §404(c).



     (3) Participant loans. As part of any loan
policy the Plan Administrator establishes under
Section 7.06, the Plan Administrator under
Section 7.06(E) may treat a Plan loan made to a
Participant as a Participant direction of
investment, even if the Plan Administrator has
not adopted a policy permitting Participants to
direct their own Account investments.



     (4) Investment services programs. The Plan
Administrator, as part of its Participant
direction policy under this Section 7.03(B), may
permit Participants to appoint an Investment
Manager or Managers, which may be the Trustee,
Custodian or an affiliate thereof, to render
investment allocation services, investment advice
or management services (collectively, an
“investment services program”) to the appointing
Participants, provided that any such appointment
and the operation of any such investment services
program are not in violation of Applicable Law.



(C) Direction Consistent with Plan and ERISA. To
constitute a proper direction, any direction of
investment given to the Trustee or Custodian
under the Plan must be in accordance with the
Plan terms and must not be contrary to Applicable
Law.



     7.04 ACCOUNT ADMINISTRATION, VALUATION AND
EXPENSES.


(A) Individual Accounts. The Plan Administrator,
as necessary for the proper administration of the
Plan, will maintain, or direct the Trustee to
maintain, a separate Account, or multiple
Accounts, in the name of each Participant to
reflect the Participant’s Account Balance under
the Plan. The Plan Administrator will make its
allocations of Employer Contributions and of
Earnings, or will request the Trustee to make
such allocations, to the Accounts of the
Participants as necessary to maintain proper Plan
records and in accordance with the applicable:
(i) Contribution Types under Section 7.04(A)(1);
(ii) allocation conditions under Section 3.06;
(iii) investment account types under Section
7.04(A)(2); and (iv) Earnings allocation methods
under Section 7.04(B).




     (1) By Contribution Type. The Plan
Administrator, will establish Plan Accounts for
each Participant to reflect his/her Accounts
attributable to the following Contribution
Types and the Earnings attributable thereto:
Pre-Tax Deferrals, Roth Deferrals, Regular
Matching Contributions, Nonelective and other
Employer Contributions, QNECs, QMACs, Safe
Harbor
Contributions, Additional Matching
Contributions, Rollover Contributions (including
Roth versus pre-tax amounts), Transfers, SIMPLE
Contributions, Prevailing Wage Contributions,
Employee Contributions, DECs and Designated IRA
Contributions.



     (2) By investment account type. The Plan

Administrator will establish separate Accounts
for each Participant to reflect his/her
investment account types as described below:



          (a) Pooled Accounts. A Pooled Account is an
Account which for investment purposes is not a
Segregated Account or a Participant-Directed
Account. If any or all Plan investment Accounts
are Pooled Accounts, each Participant’s Account
has an undivided interest in the assets
comprising the Pooled Account. In a Pooled
Account, the value of each Participant’s Account
Balance consists of that proportion of the net
worth (at fair market value) of the Trust Fund
which the net credit balance in his/her Account
(exclusive of the cash value of incidental
benefit insurance contracts) bears to the total
net credit balance in the Accounts (exclusive of
the cash value of the incidental benefit
insurance contracts) of all Participants plus
the cash surrender value of any incidental
benefit insurance contracts held by the Trustee
on the Participant’s life.




          (b) Participant-Directed Accounts. A
Participant-Directed Account is an Account that
the Plan Administrator establishes and maintains
or directs the Trustee to establish and maintain
for a Participant to invest in one or more assets
that are not pooled assets held by the Trust,
such as assets in a brokerage account or other
property in which other Participants do not have
any interest. As the Plan Administrator
determines, a Participant-Directed Account may
provide for a limited number and type of
investment options or funds, or may be open-ended
and subject only to any limitations imposed by
ERISA or other Applicable Law. A Participant may
have one or more Participant-Directed Accounts in
addition to Pooled or Segregated Accounts. A
Participant-Directed Account is credited and
charged with the Earnings under Section
7.04(B)(4)(e). As of each Valuation Date, the
Plan Administrator must reduce a
Participant-Directed Account for any forfeiture
arising from Section 5.07 after the Plan
Administrator has made all other allocations,
changes or adjustments to the Account for the
valuation period.




          (c) Segregated Accounts. A Segregated
Account is an Account the Plan Administrator
establishes and maintains or directs the Trustee
to establish and maintain for a Participant: (i)
as the result of a cash-out repayment under
Section 5.04; (ii) to facilitate installment
payments under Section 6.03; (iii) to hold a QDRO
amount under Section 6.05; (iv) to prevent a
distortion of Plan Earnings allocations; or (v)
for such other purposes as the Plan Administrator
may direct. A Segregated Account receives all
income it earns and bears all expense or loss it
incurs. The Trustee will invest the assets of a
Segregated Account consistent with the purpose
for which the Plan Administrator or Trustee
established the Account. As of each Valuation
Date, the Plan Administrator must reduce a
Segregated Account for any forfeiture arising
under Section 5.07 after the Plan Administrator
has made all other allocations, changes or
adjustments to the Account for the Valuation
Period.




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Defined Contribution Prototype Plan




     (3) Value of Account/distributions. The value of a Participant’s Account is equal to the sum
of all contributions, Earnings and other additions credited to the Account, less all distributions
(including distributions to Beneficiaries and to alternate payees and also including disbursement
of Plan loan proceeds), expenses and other charges against the Account as of a Valuation Date or
other relevant date. For purposes of a distribution under the Plan, the value of a Participant’s
Account Balance is its value as of the Valuation Date immediately preceding the date of the
distribution. If any or all Plan investment Accounts are Participant-Directed Accounts, the
directing Participant’s Account Balance consists of the assets held within the Participant-Directed
Account and the value of the Account is the fair market value of such assets.



     (4) Account statements. As soon as practicable after the Accounting Date of each Plan Year and
any other date that ERISA requires, the Plan Administrator will deliver within any time prescribed
by ERISA, to each Participant (and to each Beneficiary) a statement reflecting the amount of
his/her Account Balance in the Trust as of the statement date or most recent Valuation Date. The
statement will also include any and all other information as of that date that ERISA may require.
No Participant, except the Plan Administrator/Participant or Trustee/Participant, has the right to
inspect the records reflecting the Account of any other Participant.


(B) Allocation of Earnings. This Section 7.04(B) applies solely to the allocation of Earnings of
the Trust Fund. The Plan Administrator will allocate Employer Contributions and Participant
forfeitures, if any, in accordance with Article III.




     (1) Allocate as of Valuation Date. As of each Valuation Date, the Plan Administrator must
adjust Accounts to reflect Earnings for the Valuation Period since the last Valuation Date.



     (2) Definition of Valuation Date. A Valuation Date under this Plan is each: (a) Accounting
Date; (b) Valuation Date the Employer elects in its Adoption Agreement; or (c) Valuation Date the
Plan Administrator establishes under Section 7.02(C)(4). The Employer in its Adoption Agreement or
the Plan Administrator may elect alternative Valuation Dates for the different Contribution Types
which the Plan Administrator maintains under the Plan.



     (3) Definition of Valuation Period. The Valuation Period is the period beginning on the day
after the last Valuation Date and ending on the current Valuation Date.



     (4) Allocation methods. The Plan Administrator will allocate Earnings to the Participant
Accounts in accordance with the daily valuation method, balance forward method, balance forward
with adjustment method, weighted average method, Participant-directed Account method, or other
method the Employer elects under its Adoption Agreement. The Employer in its Adoption Agreement may
elect alternative methods under which the Plan Administrator will allocate the Earnings to the
Accounts reflecting different Contribution Types or investment Account types which the Plan
Administrator maintains under the Plan. The Plan Administrator first will adjust the Participant
Accounts, as those Accounts stood at the beginning of the current Valuation Period, by reducing the
Accounts for any forfeitures arising under the Plan, for amounts charged during the Valuation
Period to the Accounts in accordance with Section 7.04(C)(2)(b) (relating to distributions and to
loan disbursement payments) and Section 9.01 (relating to insurance premiums), and for the cash
value of incidental benefit insurance contracts. The Plan Administrator then, subject to the
restoration allocation requirements of the Plan, will allocate Earnings under the applicable
valuation method.



          (a) Daily valuation method. If the Employer in its Adoption Agreement elects to apply the
daily valuation method, the Plan Administrator will allocate Earnings on each day of the Plan Year
for which Plan assets are valued on an established market and the Trustee is conducting business.




          (b) Balance forward method. If the Employer in its Adoption Agreement elects to apply the
balance forward method, the Plan Administrator will allocate Earnings pro rata to the adjusted
Participant Accounts, since the last Valuation Date.




          (c) Balance forward with adjustment method. If the Employer in its Adoption Agreement elects
to apply the balance forward with adjustment method, the Plan Administrator will allocate pursuant
to the balance forward method, except it will treat as part of the relevant Account at the
beginning of the Valuation Period the percentage of the contributions made as the Employer elects
in its Adoption Agreement, during the Valuation Period the Employer elects in its Adoption
Agreement.




          (d) Weighted average method. If the Employer in its Adoption Agreement elects to apply a
weighted average allocation method, the Plan Administrator will allocate pursuant to the balance
forward method, except it will treat a weighted portion of the applicable contributions as if
includible in the Participant’s Account as of the beginning of the Valuation Period. The weighted
portion is a fraction, the numerator of which is the number of months in the Valuation Period,
excluding each month in the Valuation Period which begins prior to the contribution date of the
applicable contributions, and the denominator of which is the number of months in the Valuation
Period. The Employer in its Adoption Agreement may elect to substitute a weighting period other
than months for purposes of this weighted average allocation.




          (e) Participant-Directed Account method. The Employer in its Adoption Agreement must elect to
apply the Participant-Directed Account method to any Participant-Directed Account under the Plan. See
Sections 7.03(B) and 7.04(A)(2)(b). Under the Participant-Directed Account method: (i) each
Participant-directed Account is credited and charged with the Earnings such Account generates; (ii)
the Employer’s election, if any, in its Adoption Agreement of another method for the allocation of
Earnings will not apply to any Participant-Directed Account; and (iii) the Participant-Directed
Account will be valued at least annually.




     (5) Special Earnings allocation rules.



          (a) Code §415 Excess Amounts. An Excess Amount or suspense account described in Article IV
does not share in the allocation of Earnings described in this Section 7.04(B).




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Defined Contribution Prototype Plan




          (b) Contributions prior to accrual or precise determination. If the Employer in its Adoption
Agreement elects to impose one or more allocation conditions under Section 3.06 and the Employer
contributes to the Plan amounts which at the time of the contribution have not accrued under the
Plan terms (“pre-accrual contributions”), the Trustee may hold the pre-accrual contributions in the
Trust and may invest such contributions as the Trustee determines, pending accrual and allocation
to Participant Accounts. When the Plan Administrator allocates to Participants who have satisfied
the Plan’s allocation conditions the Employer’s pre-accrual contributions, the Plan Administrator
also will allocate the Earnings thereon pro rata in relation to each Participant’s share of the
pre-accrual contribution. The Plan Administrator also may elect to apply this Section 7.04(B)(5)(b)
to any other situation in which the Plan Administrator cannot determine precisely the amount a
Participant’s allocation as of the date that the Employer makes an Employer Contribution (excluding
Elective Deferrals) to the Trust. The Employer in Appendix B may elect an alternative
nondiscriminatory method to allocate the Earnings attributable to contributions described in this
Section 7.04(B)(5)(b).




          (c) Forfeitures prior to accrual. The Plan Administrator may maintain, or may direct the
Trustee to maintain, a separate temporary forfeiture Account in the name of the Plan to account for
Participant forfeitures which occur during the Plan Year. The Trustee will direct the investment of
any separate temporary forfeiture Account. As of each Accounting Date, or interim Valuation Date,
if applicable, the Plan Administrator will allocate the Earnings from the temporary forfeiture
Account, if any, to the Accounts of the Participants in accordance with the provisions of Section
7.04(B)(4), or will allocate such Earnings in the same manner as Earnings on pre-accrual
contributions under Section 7.04(B)(5)(b).




          (d) Accounting after Forfeiture Break in Service. If a Participant re-enters the Plan
subsequent to his/her having a Forfeiture Break in Service (as defined in Section 5.06(B)), the
Plan Administrator, or the Trustee, must maintain a separate Account for the Participant’s
pre-Forfeiture Break in Service Account Balance and a separate Account for his post-Forfeiture
Break in Service Account Balance, unless the Participant’s entire Account Balance under the Plan is
100% Vested.




          (e) Coordination of allocation and valuation elections. If the Plan is a 401(k) Plan that
provides for Elective Deferrals, if the Plan permits Employee Contributions, or if the Plan
allocates Nonelective or Matching Contributions as of any date other than the last day of the Plan
Year, the Employer in its Adoption Agreement must elect the method the Plan Administrator will
apply to allocate Earnings to such contributions made during the Plan Year and must elect any
alternative Valuation Dates for the different Account types which the Plan Administrator maintains
under the Plan.



(C) Plan Expenses. The Plan Administrator consistent with ERISA and Applicable Law must determine
whether a particular Plan expense is a settlor expense which the Employer must pay.




     (1) Employer election as to non-settlor expenses. The Employer will direct the Plan
Administrator as to whether the Employer will pay any or all non-settlor reasonable Plan expenses
or whether the Plan must bear the expense.




     (2) Allocation of Plan expense. As to any and all non-settlor reasonable Plan expenses,
including Trustee fees, which the Employer determines that the Plan will pay, the Plan
Administrator has discretion: (i) to determine which of such expenses will charged to the Plan as a
whole and the method of allocating such Plan expenses under Section 7.04(C)(2)(a); (ii) to
determine which of such expenses the Plan will charge to an individual Participant’s Account under
Section 7.04(C)(2)(b); and (iii) to adopt an expense policy regarding the foregoing. The Plan
Administrator must exercise its discretion under this Section 7.04(C)(2) in a reasonable, uniform
and nondiscriminatory manner. The Plan Administrator will direct the Trustee to pay from the Trust
and to charge to the overall Plan or to particular Participant Accounts the expenses under this
Section 7.04(C)(2) in accordance with the Plan Administrator’s election of expense charging method
or policy.



          (a) Charge to overall Plan (pro rata or per capita). If the Plan Administrator charges a Plan
expense to the Accounts of all Participants, the Plan Administrator may allocate the Plan expense
either pro rata in relation to the total balance in each Account on the date the expense is
allocated (using the balance determined as of the most recent Valuation Date) or per capita (an
equal amount) to each Participant’s Account.




          (b) Charge to individual Participant Accounts. The Plan Administrator, except as prohibited by
Applicable Law, may charge a Participant’s Account for any reasonable Plan expenses directly
related to that Account, including, but not limited to the following categories of fees or
expenses: distribution, loan, acceptance of rollover, QDRO, “lost Participant” search, account
maintenance, brokerage accounts, investment management and benefit calculations. The Plan
Administrator may charge a Participant’s Account for the reasonable expenses incurred in connection
with the maintenance of or a distribution from that Account even if the charging of such expenses
would result in the elimination of the Participant’s Account or in the Participant’s not receiving
an actual distribution. However, if the actual Account expenses exceed the Participant’s Account Balance, the Plan
Administrator will not charge the Participant outside of the Plan for such excess expenses.




          (c) Participant’s direct payment of investment expenses. The Plan Administrator may permit
Participants to pay directly to the service provider, outside the Plan, Plan expenses such as
investment management fees, provided such expenses: (i) would be properly payable either by the
Employer or the Plan and are not “settlor” expenses payable exclusively by the Employer; (ii) are
not paid by the Employer or by the Plan; and (iii) are not intrinsic to the value of the Plan
assets as described in Rev. Rul. 86-142 or in any successor ruling. This Section 7.04(C)(2)(c) does
not permit a Participant to reimburse the Plan for expenses the Plan previously has paid. To the
extent a Participant does not pay an expense the Participant may pay according to this Section
7.04(C)(2)(c), the Plan Administrator will charge the expense under Sections




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Defined Contribution Prototype Plan



7.04(C)(2)(a) or 7.04(C)(2)(b) in accordance with the Plan Administrator’s expense policy.




          (d) Charges to former Employee-Participants. The Plan Administrator may charge reasonable Plan
expenses to the Accounts of former Employee- Participants, even if the Plan Administrator does not
charge Plan expenses to the Accounts of current Employee-Participants. The Plan Administrator may
charge the Accounts of former Employee-Participants by applying one of the Section 7.04(C)(2)(a) or
(b) methods.




          (e) ERISA compliance. This Section 7.04(C) does not authorize the Plan to charge a Participant
for information that ERISA requires the Plan to furnish free of charge upon the Participant’s
request. In addition, the Plan Administrator as ERISA or other Applicable Law may require, must
disclose the nature of any Plan expenses and the manner of charging of any Plan expenses to the
Plan or to particular Participant Accounts and must apply its expense policy in a manner which is
consistent with ERISA and other Applicable Law.




     7.05 PARTICIPANT ADMINISTRATIVE PROVISIONS.


(A) Beneficiary Designation. A Participant from time to time may designate, in writing, any
person(s) (including a trust or other entity), contingently or successively, to whom the Trustee
will pay all or any portion of the Participant’s Vested Account Balance (including any life
insurance proceeds payable to the Participant’s Account) in the event of death. A Participant under
Section 6.03(B)(1) also may designate the method of distribution of his/her Account to the
Beneficiary. The Plan Administrator will prescribe the form for the Participant’s written
designation of Beneficiary and, upon the Participant’s proper completion and filing of the form
with the Plan Administrator, the form effectively revokes all designations filed prior to that date
by the same Participant. This Section 7.05(A) also applies to the interest of a deceased
Beneficiary or a deceased alternate payee where the Beneficiary or alternate payee has designated a
Beneficiary.




     (1) Automatic revocation of spousal designation. A divorce decree, or a decree of legal
separation, revokes the Participant’s prior designation, if any, of his/her spouse or former spouse
as his/her Beneficiary under the Plan unless: (a) a QDRO provides otherwise; or (b) the Employer in
Appendix B elects otherwise. This Section 7.05(A)(1) applies solely to a Participant whose divorce
or legal separation becomes effective on or after the date the Employer executes this Plan unless:
(i) the Plan is a Restated Plan and the prior Plan contained a provision to the same effect; or
(ii) regardless of the application of (i), the Employer in Appendix A provides for a special
Effective Date for this Section 7.05(A)(1).



     (2) Coordination with QJSA/QPSA requirements. If Section 6.04 applies to the Participant, this
Section 7.05 does not impose any special spousal consent requirements on the Participant’s
Beneficiary designation unless the Participant waives the QJSA or QPSA benefit. If the Participant
waives the QJSA or QPSA benefit without spousal consent to the Participant’s Beneficiary
designation: (a) any waiver of the QJSA or of the QPSA is not valid; and
(b) if the Participant dies prior to his/her Annuity Starting Date, the Participant’s Beneficiary designation
will apply only to the portion of the death benefit which is not payable as a QPSA. Regarding
clause (b), if the Participant’s surviving spouse is a primary Beneficiary under the Participant’s
Beneficiary designation, the Trustee will satisfy the spouse’s interest in the Participant’s death
benefit first from the portion which is payable as a QPSA.



     (3) Profit Sharing Plan exception. If the Plan is a Profit Sharing Plan which the Employer
under Section 6.04(G) has elected in its Adoption Agreement to exempt all Exempt Participants from
the QJSA and QPSA requirements of Section 6.04, the Beneficiary designation of a married Exempt
Participant, as described in Section 6.04(G), is not valid unless the Participant’s spouse consents
(in a manner described in Section 6.04(A)(7)) to the Beneficiary designation. The spousal consent
requirement in this Section 7.05(A)(3) does not apply if the Participant’s spouse is the
Participant’s sole primary Beneficiary. The Employer in its Adoption Agreement will elect whether
to apply the “one-year marriage rule”. If the Employer elects to apply the one-year marriage rule,
the spousal consent requirement of this Section 7.05(A)(3) does not apply unless the Exempt
Participant and his/her spouse were married throughout the one year period ending on the date of
the Participant’s death. If the Employer elects to apply the one-year marriage rule under this
Section 7.05(A)(3), but the Participant is not an Exempt Participant (such that the QJSA and QPSA
requirements apply to the Participant), the one-year marriage rule under Section 6.04(B) applies to
the QPSA.



     (4) Limitation on frequency of Designated Beneficiary changes. A Participant may change
his/her Designated Beneficiary in accordance with this Section 7.05(A) as often as the Participant
wishes, unless the Employer in Appendix B elects to impose a minimum time interval between changes,
but with an exception for certain major life events, such as death of a Beneficiary, divorce and
other such events as the Plan Administrator reasonably may determine.



     (5) Definition of spouse. The Employer in Appendix B may define the term “spouse” for all Plan
purposes provided such definition is consistent with Applicable Law. In the absence of such an
Appendix B definition, the Plan Administrator will interpret and apply the term “spouse” in a
manner which is consistent with Applicable Law.


(B) Default Beneficiary. If: (i) a Participant fails to name a Beneficiary in accordance with
Section 7.05(A); or (ii) the Beneficiary (and all contingent or successive Beneficiaries) whom the
Participant designates predecease the Participant, are invalid for any reason, or disclaim the
Participant’s Vested Account Balance and the Plan Administrator has accepted the disclaimers as
valid under Applicable Law, then the Trustee (subject to any contrary provision in Appendix B under
Section 7.05(C)) will distribute the Participant’s Vested Account Balance in accordance with
Section 6.03 in the following order of priority to:




     (1) Spouse. The Participant’s surviving spouse (without regard to the one-year marriage rule
of Sections 6.04(B) and 7.05(A)(3)); and if no surviving spouse to



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Defined Contribution Prototype Plan




     (2) Descendants. The Participant’s children (including adopted children), in equal shares by
right of representation (one share for each surviving child and one share for each child who
predeceases the Participant with living descendents); and if none to



     (3) Parents. The Participant’s surviving parents, in equal shares; and if none to



     (4) Estate. The Participant’s estate.


(C) Administration of Default Provision. The Employer in Appendix B may specify a different list or
ordering of the list of default beneficiaries than under Section 7.05(B); provided however, that if
the Plan is a Profit Sharing Plan, and the Plan includes Exempt Participants, as to such Exempt
Participants, the Employer may not specify a different default Beneficiary list or order unless the
Participant’s surviving spouse will be the sole primary Beneficiary. The Plan Administrator will
direct the Trustee as to the distribution method and to whom the Trustee will make the distribution
under Section 7.05(B).



(D) Death of Beneficiary. If the Beneficiary survives the Participant, but dies prior to
distribution of the Participant’s entire Vested Account Balance, the Trustee will distribute the
remaining Vested Account Balance in the same manner as described in Section 7.05(B) and (C)
(applied as though the Beneficiary were the Participant) unless: (1) the Participant’s Beneficiary
designation provides otherwise; or (2) the Beneficiary has properly designated a beneficiary. A
Beneficiary only may designate a beneficiary for the Participant’s Account Balance remaining at the
Beneficiary’s death if the Participant has not previously designated a successive contingent
beneficiary and the Beneficiary’s designation otherwise complies with the Plan terms.



(E) Simultaneous Death of Participant and Beneficiary. If a Participant and his/her Beneficiary
should die simultaneously, or under circumstances that render it difficult or impossible to
determine who predeceased the other, then unless the Participant’s Beneficiary designation
otherwise specifies, the Plan Administrator will presume conclusively that the Beneficiary
predeceased the Participant.



(F) Incapacitated Participant or Beneficiary. If, in the opinion of the Plan Administrator, a
Participant or Beneficiary entitled to a Plan distribution is not able to care for his/her affairs
because of a mental condition, a physical condition, or by reason of age, at the direction of the
Plan Administrator, the Trustee will make the distribution to the Participant’s or Beneficiary’s
guardian, conservator, trustee, custodian (including under a Uniform Transfers or Gifts to Minors
Act) or to his/her attorney-in-fact or to other legal representative, upon furnishing evidence of
such status satisfactory to the Plan Administrator and to the Trustee. The Plan Administrator and
the Trustee do not have any liability with respect to payments so made and neither the Plan
Administrator nor the Trustee has any duty to make inquiry as to the competence of any person
entitled to receive payments under the Plan.



(G) Assignment or Alienation. Except as provided in Code §414(p) relating to QDROs (or a domestic
relations order entered into before January 1, 1985) and in Code §401(a)(13) relating to certain
voluntary, revocable assignments, judgments and settlements, neither a Participant nor a
Beneficiary may anticipate, assign or alienate (either at law or in equity) any benefit provided
under the Plan, and the Trustee will not recognize any such anticipation, assignment or alienation.
Except as provided by Code §401(a)(13) or other Applicable Law, a benefit under the Plan is not
subject to attachment, garnishment, levy, execution or other legal or equitable process.



(H) Information Available. Any Participant or Beneficiary without charge may examine the Plan
description, copy of the latest annual report, any bargaining agreement, this Plan and Trust, and
any contract or any other instrument which relates to the establishment or administration of the
Plan or Trust. The Plan Administrator will maintain all of the items listed in this Section 7.05(H)
in its office, or in such other place or places as it may designate from time to time in order to
comply with ERISA, for examination during reasonable business hours. Upon the written request of a
Participant or a Beneficiary, the Plan Administrator must furnish the Participant or Beneficiary
with a copy of any item listed in this Section 7.05(H). The Plan Administrator may impose a
reasonable copying charge upon the requesting person.



(I) Claims Procedure for Denial of Benefits. A Participant or a Beneficiary may file with the Plan
Administrator a written claim for benefits, if the Participant or the Beneficiary disputes the Plan
Administrator’s determination regarding the Participant’s or Beneficiary’s Plan benefit. However,
the Plan will distribute only such Plan benefits to Participants or Beneficiaries as the Plan
Administrator in its discretion determines a Participant or Beneficiary is entitled to receive. The
Plan Administrator will maintain a separate written document as part of (or which accompanies) the
Plan’s summary plan description explaining the Plan’s claims procedure. This Section 7.05(I)
specifically incorporates the written claims procedure as from time to time published by the Plan
Administrator as a part of the Plan. If the Plan Administrator pursuant to the Plan’s written
claims procedure makes a final written determination denying a Participant’s or Beneficiary’s
benefit claim, the Participant or Beneficiary to preserve the claim must file an action with
respect to the denied claim not later than 180 days following the date of the Plan Administrator’s
final determination.



(J) Inability to Determine Beneficiary. In the event that the Plan Administrator is unable to
determine the identity of a Participant’s Beneficiary under circumstances of competing claims or
otherwise, the Plan Administrator may file an interpleader action seeking an order of the court as
to the determination of the Beneficiary. The Plan Administrator, the Trustee and other Plan
fiduciaries may act in reliance upon any proper order issued under this Section 7.05(J) in
maintaining, distributing or otherwise disposing of a Participant’s Account under the Plan terms,
to any Beneficiary specified in the court’s order.




     7.06 PLAN LOANS.


(A) Loan Policy. The Plan Administrator, at any time and in its sole discretion, may establish,
amend or terminate a policy which the Trustee must observe in making Plan loans, if any, to
Participants and to Beneficiaries. If the Plan Administrator adopts a loan policy, the loan policy




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must be nondiscriminatory and must be in writing. The policy must include: (1) the identity of the person or positions authorized to administer the Participant
loan program; (2) the procedure for applying for a loan; (3) the criteria for approving or denying
a loan; (4) the limitations, if any, on the types and amounts of loans available; (5) the procedure
for determining a reasonable rate of interest; (6) the types of collateral which may secure the
loan; and (7) the events constituting default and the steps the Plan will take to preserve Plan
assets in the event of default. A loan policy the Plan Administrator adopts under this Section
7.06(A) is part of the Plan, except that the Plan Administrator may amend or terminate the policy
without regard to Section 11.02.



(B) Requirements for Plan Loans. The Trustee, as directed by the Plan Administrator will make a
Plan loan to a Participant or to a Beneficiary in accordance with the loan policy, under Section
7.06(A), provided: (1) loans are available to all Participants and Beneficiaries on a reasonably
equivalent basis and are not available in a greater amount for HCEs than for NHCEs; (2) any loan is
adequately secured and bears a reasonable rate of interest; (3) the loan provides for repayment
within a specified time (except that the loan policy may suspend loan payments pursuant to Code
§414(u)(4) or otherwise in accordance with Applicable Law); (4) the default provisions of the note
permit offset of the Participant’s Vested Account Balance only at the time when the Participant has
a distributable event under the Plan, but without regard to whether the Participant consents to
distribution as otherwise may be required under Section 6.01(A)(2); (5) the amount of the loan does
not exceed (at the time the Plan extends the loan) the present value of the Participant’s Vested
Account Balance; and (6) the loan otherwise conforms to the exemption provided by Code §4975(d)(1).



(C) Default as Distributable Event. The loan policy may provide a Participant’s loan default is a
distributable event with respect to the defaulted amount, irrespective of whether the Participant
otherwise has incurred a distributable event at the time of default, except as to Restricted 401(k)
Accounts or Restricted Pension Accounts under Section 6.01(C)(4) which the Participant used to
secure his/her loan and which are not then distributable at the time of default. See Section 6.06.



(D) QJSA/QPSA Requirements. If the QJSA/QPSA requirements of Section 6.04 apply to the Participant,
the Participant may not pledge any portion of his/her Account Balance that is subject to such
requirements as security for a loan unless, within the 90 day period ending on the date the pledge
becomes effective, the Participant’s spouse, if any, consents (in a manner described in Section
6.04 other than the requirement relating to the consent of a subsequent spouse) to the security or,
by separate consent, to an increase in the amount of security. See Section 6.04(D) regarding the
affect of an outstanding loan pledge on the QJSA or QPSA benefit.



(E) Treatment of Loan as Participant-Directed. The Plan Administrator, to the extent provided in a
written loan policy and consistent with Section 7.03(B)(3), will treat a Plan loan made to a
Participant as a Participant-directed investment, even if the Plan otherwise does not permit a
Participant to direct his/her Account investments. Where a loan is treated as a directed
investment, the borrowing Participant’s Account alone shares in any interest paid on the loan, and
the Account alone bears any expense or loss it incurs in connection with the loan. The Trustee may
retain any principal or interest paid on the borrowing Participant’s loan in a Segregated Account
(as described in Section 7.04(A)(2)(c)) on behalf of the borrowing Participant until the Trustee
(or the Named Fiduciary, in the case of a nondiscretionary Trustee) deems it appropriate to add the
loan payments to the Participant’s Account under the Plan.




     7.07 LOST PARTICIPANTS. If the Plan Administrator is unable to locate any Participant or
Beneficiary whose Account becomes distributable under the Plan or if the Plan has made a
distribution, but the Participant for any reason does not cash the distribution check (a “lost
Participant”), the Plan Administrator will apply the provisions of this Section 7.07. The
provisions of this Section 7.07 no longer apply if the Plan Administrator, prior to taking action
to dispose of the lost Participant’s Account under Section 7.07(A)(2) or 7.07(B)(2), is able to
complete the distribution.


(A) Ongoing Plan. The provisions of this Section 7.07(A) apply if the Plan is ongoing.




     (1) Attempt to Locate. The Plan Administrator must conduct a reasonable and diligent search
for the Participant, using one or more of the search methods described in Section 7.07(C).



     (2) Failure to locate/disposition of Account. If a lost Participant remains unlocated after 6
months following the date the Plan Administrator first attempts to locate the lost Participant
using any of the search methods described in Section 7.07(C), the Plan Administrator may forfeit
the lost Participant’s Account, provided the Account is not subject to the Automatic Rollover rules
of Section 6.08(D), unless forfeiture is contrary to Applicable Law. If the Plan Administrator
forfeits the lost Participant’s Account, the forfeiture occurs at the end of the above-described
6-month period and the Plan Administrator will allocate the forfeiture in accordance with Section
3.07. The Plan Administrator under this Section 7.07(A)(2) will forfeit the entire Account of the
lost Participant, including Elective Deferrals and Employee Contributions.



     (3) Subsequent restoration of forfeiture. If a lost Participant whose Account was forfeited
thereafter at any time but before the Plan has been terminated makes a claim for his/her forfeited
Account, the Plan Administrator will restore the forfeited Account to the same dollar amount as the
amount forfeited, unadjusted for Earnings occurring subsequent to the forfeiture. The Plan
Administrator will make the restoration in the Plan Year in which the lost Participant makes the
claim, first from the amount, if any, of Participant forfeitures the Plan Administrator otherwise
would allocate for the Plan Year, and then from the amount or additional amount the Employer
contributes to the Plan for the Plan Year. The Employer in Appendix B may provide that the Plan
Administrator will use Trust Fund Earnings for the Plan Year, if any, as a source of the
restoration, or may modify the order of priority of the sources of restoration described in the
previous sentence. The Plan Administrator will distribute the restored Account to the lost
Participant not later than 60 days after the close of the Plan Year in which the Plan Administrator
restores the forfeited Account.



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(B) Terminating plan. The provisions of this Section 7.07(B) apply if the Plan is terminating.




     (1) Attempt to locate. The Plan Administrator, to attempt to locate a lost Participant when
the plan is terminating, must conduct a reasonable and diligent search for the Participant, using
all four search methods described in clauses (1) through (4) of Section 7.07(C). In addition, the
Plan Administrator may use a search method described in clause (5) of Section 7.07(C).



     (2) Failure to locate/disposition of Account. If a lost Participant remains unlocated after a
reasonable period the Plan Administrator will distribute the Participant’s Account under Sections
7.07(B)(2)(a), (b) or (c) as applicable.



          (a) No Annuity Contract/no other Defined Contribution Plan. If the terminating Plan does not
provide for an Annuity Contract as a method of distribution and the Employer does not maintain
another Defined Contribution Plan, the Plan Administrator will distribute the lost Participant’s
Account in an Automatic Rollover to an individual retirement plan under Section 6.08(D), unless the
Plan Administrator determines it is impractical to complete an Automatic Rollover or is unable to
locate an individual retirement plan provider willing to accept the rollover distribution. In such
event, the Plan Administrator may: (i) distribute the Participant’s Account to an interest-bearing
insured bank account the Plan Administrator establishes in the Participant’s name; or (ii)
distribute the Participant’s Account to the unclaimed property fund of the state of the
Participant’s last known address.




          (b) Plan provides Annuity Contract/no other Defined Contribution Plan. If the terminating Plan
provides for an Annuity Contract as a method of distribution and the Employer does not maintain
another Defined Contribution Plan, the Plan Administrator will purchase an Annuity Contract payable
to the lost Participant for delivery to the Participant’s last known address reflected in the
Plan’s records.




          (c) Employer maintains another Defined Contribution Plan. If the Employer maintains another
Defined Contribution Plan, the Plan Administrator may, in lieu of taking the actions described in
Sections 7.07(B)(2)(a) or (b), transfer the lost Participant’s Account to the other Defined
Contribution Plan.



(C) Search methods. The search methods described in this Section 7.07 are: (1) provide a
distribution notice to the lost Participant at the Participant’s last known address by certified or
registered mail; (2) check with other employee benefit plans of the Employer that may have more
up-to-date information regarding the Participant’s whereabouts; (3) identify and contact the
Participant’s designated Beneficiary under Section 7.05; (4) use the IRS letter forwarding program
under Rev. Proc. 94-22 or the Social Security Administration search program; and (5) use a
commercial locator service, credit reporting agencies, the internet or other search method.
Regarding search methods (2) and (3) above, if the Plan Administrator encounters privacy concerns,
the Plan Administrator may request that the Employer or other plan fiduciary (under (2)), or the
designated Beneficiary (under (3)), contact the Participant or forward a letter requesting that the
Participant contact the Plan Administrator.



(D) Uniformity. The Plan Administrator will apply Section 7.07 in a reasonable, uniform and
nondiscriminatory manner, but in determining a specific course of action as to a particular
Account, reasonably may take into account differing circumstances such as the amount of a lost
Participant’s Account, the expense in attempting to locate a lost Participant, the Plan
Administrator’s ability to establish and the expense of establishing a rollover IRA, and other
factors.



(E) Expenses of search. The Plan Administrator, in accordance with Section 7.04(C)(2)(b), may
charge to the Account of a Participant the reasonable expenses incurred under this Section 7.07 and
which are associated with the Participant’s Account, without regard to whether or when the Plan
Administrator actually locates or makes a distribution to the Participant.



(F) Alternative Disposition. The Plan Administrator under Sections 7.07(A) or (B) operationally may
dispose of a lost Participant’s Account in any reasonable manner which is not inconsistent with
Applicable Law. The Plan Administrator may adopt a policy under this Section 7.07 as it deems
reasonable or appropriate to administer the Accounts of lost Participants, provided that: (1) the
terms of any such policy must be uniform and nondiscriminatory; (2) the Plan Administrator must
administer the policy in a uniform and nondiscriminatory manner; and (3) the policy must not be
inconsistent with Applicable Law. The Plan Administrator also may administer lost Participant
Accounts consistent with Applicable Law which is contrary to any provision of Section 7.07, unless
such Applicable Law requires a Plan amendment, in which case the Employer within any required
deadline will amend the Plan to comply.




     7.08 PLAN CORRECTION. The Plan Administrator, in conjunction with the Employer and Trustee, as
applicable, may undertake such correction of Plan failures as the Plan Administrator deems
necessary, including correction to preserve tax qualification of the Plan under Code §401(a), to
correct a fiduciary breach under ERISA or to unwind (correct) a prohibited transaction under the Code or ERISA. Without limiting the Plan
Administrator’s authority under the prior sentence, the Plan Administrator, as it determines to be
reasonable and appropriate, may undertake or assist the Employer in undertaking correction of Plan
document, operational, demographic and employer eligibility failures under a method described in
the Plan or under the Employee Plans Compliance Resolution System (“EPCRS”) or any successor
program to EPCRS. The Plan Administrator, as it determines to be reasonable and appropriate, also
may undertake or assist the Employer, the Trustee of other appropriate Plan fiduciary or Plan
official in undertaking correction of a fiduciary breach, including correction under the Voluntary
Fiduciary Correction Program (“VFCP”) or any successor program to VFCP. If the Plan is a 401(k)
Plan, the Plan Administrator to correct an operational failure other than a failure of Code §415 or
Code §402(g) limitations or a failure of the ADP or ACP tests (or to correct such listed failures
beyond the time permitted under regulations), may require the Trustee to distribute from the Plan
Elective Deferrals, including Earnings thereon, and the Plan Administrator will treat any Matching
Contributions and Earnings thereon relating to the distributed Elective Deferrals, as an Associated
Matching Contribution under Section 3.07(A)(1).



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     7.09 PROTOTYPE/VOLUME SUBMITTER PLAN STATUS.
If the Plan fails initially to qualify or to
maintain qualification or if the Employer makes
any amendment or modification to a provision of
the Plan (other than a proper completion of an
elective provision under the Adoption Agreement
or an Appendix), the Employer no longer may
participate under this Prototype or Volume
Submitter Plan. The Employer also may not
participate (or continue to participate) in this
Prototype or Volume Submitter Plan if the Trustee
or Custodian is not the Sponsor or Practitioner
and does not have the written consent of the
Sponsor or Practitioner required under Section
1.65, if any, to serve in the capacity of Trustee
or Custodian. If the Employer is not entitled to
participate under this Prototype or Volume
Submitter Plan, the Plan is an
individually-designed plan and the reliance
procedures specified in the applicable Adoption
Agreement no longer apply.



     7.10 PLAN COMMUNICATIONS,
INTERPRETATION, AND CONSTRUCTION.


(A) Plan Administrator’s
Discretion/Nondiscriminatory Administration. The
Plan Administrator has total and complete
discretion to interpret and construe the Plan
and to determine all questions arising in the
administration, interpretation and application
of the Plan. Any determination the Plan
Administrator makes under the Plan is final and
binding upon any affected person. The Plan
Administrator must exercise all of its Plan
powers and discretion, and perform all of its
duties in a uniform and nondiscriminatory
manner.



(B) Written Communications. All Plan-related
communications by any party must be in writing
(which subject to Section 7.10(C) may include an
electronic communication). All Participant or
Beneficiary notices, designations, elections,
consents or waivers must be made in a form the
Plan Administrator (or, as applicable, the
Trustee) specifies or otherwise approves. Any
person entitled to notice under the Plan may
waive the notice or shorten the notice period
unless such actions are contrary to Applicable
Law.



(C) Use of Electronic Media. The Plan
Administrator using any electronic medium may
give or receive any Plan notice, communicate any
Plan policy, conduct any written Plan
communication, satisfy any Plan filing or other
compliance requirement and conduct any other Plan
transaction to the extent permissible under
Applicable Law. A Participant or a Participant’s
spouse, to the extent authorized by the Plan
Administrator, may use any electronic medium to
provide any Beneficiary designation, election,
notice, consent or waiver under the Plan, to the
extent permissible under Applicable Law. Any
reference in this Plan to a “form,” a “notice,”
an “election,” a “consent,” a “waiver,” a
“designation,” a “policy” or to any other
Plan-related communication includes an electronic
version thereof as permitted under Applicable
Law.



(D) Evidence. Anyone, including the Employer,
required to give data, statements or other information
relevant under the terms of the Plan (“evidence”)
may do so by certificate, affidavit, document or
other form which the person to act in reliance
may consider pertinent, reliable and genuine, and
to have been signed, made or presented by the
proper party or parties. The Plan Administrator
and the Trustee are protected fully in acting and
relying upon any evidence described under the
immediately preceding sentence.



(E) Plan Terms Binding. The Plan is binding upon
the Employer, Trustee, Plan Administrator,
Custodian (and all other service providers to the
Plan), upon Participants, Beneficiaries and all
other persons entitled to benefits, and upon the
successors and assigns of the foregoing persons.
See Section 8.11(C) as to the Trust where the
Employer in its Adoption Agreement elects to use
a separate trust agreement.



(F) Employment Not Guaranteed. Nothing contained
in this Plan, or with respect to the
establishment of the Trust, or any modification
or any amendment to the Plan or Trust, or in the
creation of any Account, or with respect to the
payment of any benefit, gives any Employee,
Participant or any Beneficiary any right to
employment or to continued employment by the
Employer, or any legal or equitable right against
the Employer, the Trustee, the Plan Administrator
or any employee or agent thereof, except as
expressly provided by the Plan, the Trust, or
Applicable Law.



(G) Word Usage. Words used in the masculine also
apply to the feminine where applicable, and
wherever the context of the Plan dictates, the
plural includes the singular and the singular
includes the plural. Titles of Plan and Adoption
Agreement sections are for reference only.



(H) State Law. The law of the state of the
Employer’s principal place of business will
determine all questions arising with respect
to the provisions of the Plan and Trust,
except to the extent superseded by Applicable
Law. The Employer in Appendix B and subject to
Applicable Law, may elect to apply the law of
another state or appropriate legal
jurisdiction.



(I) Parties to Litigation. Except as otherwise
provided by Applicable Law, a Participant or a
Beneficiary is not a necessary party or required
to receive notice of process in any court
proceeding involving the Plan, the Trust Fund or
any fiduciary of the Plan. Any final judgment
(not subject to further appeal) entered in any
such proceeding will be binding upon the
Employer, the Plan Administrator, the Trustee,
Custodian, Participants and Beneficiaries and
upon their successors and assigns.



(J) Fiduciaries Not Insurers. The Trustee, the
Plan Administrator and the Employer in no way
guarantee the Trust Fund from loss or
depreciation. The Employer does not guarantee the
payment of any money which may be or becomes due
to any person from the Trust Fund. The liability
of the Employer, the Plan Administrator and the
Trustee to make any distribution from the Trust
Fund at any time and all times is limited to the
then available assets of the Trust.



(K) Construction/Severability. The Plan, the
Adoption Agreement, the Trust and all other
documents to which they refer, will be
interpreted consistent with and to
preserve tax qualification of the Plan under Code
§401(a) and tax exemption of the Trust under Code
§501(a) and also consistent with ERISA and other
Applicable Law. To the extent permissible under
Applicable Law, any provision which a court (or
other entity with binding authority to interpret
the Plan) determines to be inconsistent with such
construction and interpretation, is deemed
severed and is of no force or effect, and the
remaining Plan terms will remain in full force
and effect.




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ARTICLE VIII

TRUSTEE AND CUSTODIAN, POWERS AND DUTIES




     8.01 ACCEPTANCE. By its signature on the
Adoption Agreement, the Trustee or Custodian
accepts the Trust created under the Plan and
agrees to perform the obligations the Plan
imposes on the Trustee or Custodian.



     8.02 INVESTMENT POWERS AND DUTIES.


(A) Discretionary Trustee Powers. If the Employer
in its Adoption Agreement designates the Trustee
as a discretionary Trustee, then the Trustee has
full discretion and authority with regard to the
investment of the Trust Fund, except as to a Plan
asset: (i) properly under the control or the
direction of an Investment Manager, ancillary
trustee or other Plan fiduciary; (ii) subject to
proper Employer or Named Fiduciary direction of
investment; or (iii) subject to proper
Participant direction of investment. The Trustee
is authorized and empowered, but not by way of
limitation, with the following powers:




     (1) General powers. To invest consistent
with and subject to Applicable Law any part or
all of the Trust Fund in any common or preferred
stocks, open-end or closed-end mutual funds
(including proprietary funds), put and call
options traded on a national exchange, United
States retirement plan bonds, corporate bonds,
debentures, convertible debentures, commercial
paper, U.S. Treasury bills, U.S. Treasury notes
and other direct or indirect obligations of the
United States Government or its agencies,
improved or unimproved real estate situated in
the United States, limited partnerships,
insurance contracts of any type, mortgages, notes
or other property of any kind, real or personal,
to buy or sell options on common stock on a
nationally recognized exchange with or without
holding the underlying common stock, to open and
to maintain margin accounts, to engage in short
sales, to buy and sell commodities, commodity
options and contracts for the future delivery of
commodities, and to make any other investments
the Trustee deems appropriate.



     (2) Cash/liquidity. To retain in cash so
much of the Trust Fund as it may deem advisable
to satisfy liquidity needs of the Plan and to
deposit any cash held in the Trust Fund in a
bank account at reasonable interest or without
interest if the Trustee determines that such
deposits are reasonable or necessary to
facilitate a Plan transaction or for other
purposes, but consistent with the Trustee’s
duties under Section 8.02(C).



     (3) Trustee’s common/collective funds. To
invest, if the Trustee is a bank or similar
financial institution supervised by the United
States or by a state, in any type of deposit of
the Trustee (or of a bank related to the Trustee
within the meaning of Code §414(b)) at a
reasonable rate of interest or in a common trust
fund, as described in Code §584, or in a
collective investment fund, the provisions of
which govern the investment of such assets and
which the Plan incorporates by this reference,
which the Trustee (or its affiliate, as defined
in Code §1504) maintains exclusively for the
collective investment of money contributed by
the bank (or the affiliate) in its capacity as
Trustee and which conforms to the rules of the
Comptroller of the Currency.



     (4) Transact in real/personal property. To
manage, sell, contract to sell, grant options to
purchase, convey, exchange, transfer, abandon,
improve, repair, insure, lease for any term even
though commencing in the future or extending
beyond the term of the Trust, and otherwise deal
with all property, real or personal, in such
manner, for such considerations and on such
terms and conditions as the Trustee decides.



     (5) Borrowing. To borrow money, to
assume indebtedness, extend mortgages and
encumber by mortgage or pledge.



     (6) Claims. To compromise, contest,
arbitrate or abandon claims and demands affecting
the investment of Trust assets, in the Trustee’s
discretion. However, nothing in this Section
8.02(A)(6) requires a Participant or Beneficiary
to arbitrate any claim under the Plan.



     (7) Voting/tender/exercise. To have with
respect to the Trust all of the rights of an
individual owner, including the power to
exercise any and all voting rights associated
with Trust assets, to give proxies, to
participate in any voting trusts, mergers,
consolidations or liquidations, to tender shares
and to exercise or sell stock subscriptions or
conversion rights.



     (8) Mineral rights. To lease for oil, gas
and other mineral purposes and to create mineral
severances by grant or reservation; to pool or
unitize interests in oil, gas and other
minerals; and to enter into operating agreements
and to execute division and transfer orders.



     (9) Title. To hold any securities or other
property in the name of the Trustee or its
nominee, with depositories or agent depositories
or in another form as it may deem best, with or
without disclosing the trust relationship.
However, any securities held in a nominee or
street name must be held on behalf of the Plan
by: (a) 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; (b) a
broker or dealer registered under the Securities
Exchange Act of 1934 or a nominee of such broker
or dealer; or (c) a clearing agency as defined in
Securities Exchange Act of 1934, Section
3(a)(23), or its nominee.



     (10) Hold pending dispute resolution. To
retain any funds or property subject to any
dispute without liability
for the payment of interest, and to decline to
make payment or delivery of the funds or
property until a court of competent jurisdiction
makes final adjudication.



     (11) Litigation. To begin, maintain or
defend any litigation necessary in connection
with the administration of the Plan, except the
Trustee is not obliged nor required to do so
unless indemnified to its satisfaction.



     (12) Agents/reliance. The Trustee may employ
and pay from the Trust Fund reasonable
compensation to agents, attorneys, accountants
and other persons to advise the Trustee as in its
opinion may be necessary. The Trustee reasonably
may delegate to any agent, attorney, accountant
or other person selected by it any non-Trustee
power or duty vested in it by the Plan, and the
Trustee may act reasonably or refrain from acting
on



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the advice or opinion of any agent, attorney, accountant or other person so selected.




     (13) Employer stock/real property. The
Trustee (or as applicable, Investment Manager,
Employer or Participant) may invest in
qualifying Employer securities or in qualifying
Employer real property, as defined in and as
limited by ERISA.



          (a) Profit Sharing Plans/401(k) Plans. If
the Employer’s Plan is a Profit Sharing Plan or a
401(k) Plan, the aggregate investments in
(acquisitions and holdings of) qualifying
Employer securities and in qualifying Employer
real property may comprise up to 100% of the
value of Plan assets, unless the Employer in
Appendix B elects to restrict such investments to
10% of the value of Plan assets determined
immediately after the acquisition (or to some
other percentage of value which is less than
100%). Notwithstanding the foregoing, except
where permitted under ERISA §407(b)(2), if the
Plan includes a 401(k) arrangement, a
Participant’s Elective Deferral Account
accumulated in Plan Years beginning after
December 31, 1998, including earnings thereon,
may not be invested more than 10% by value in
qualifying employer securities and qualifying
employer real property, unless such investments
are directed by the Participant or the
Participant’s Beneficiary.




          (b) Voting/distribution. If the Plan
invests in qualifying Employer securities, the
Plan Administrator may adopt a uniform and
nondiscriminatory policy providing for the
exercise of voting rights, distribution
restrictions, repurchase, put, call or right of
first refusal rules, or other rights and
restrictions affecting the qualifying Employer
securities. Any such policy may not be contrary
to Applicable Law.




     (14) Orphaned plan. If the Trustee in
accordance with Applicable Law determines that
the Employer has abandoned the Plan, the Trustee
(if qualified to so act) may appoint itself as a
Qualified Termination Administrator (“QTA”)
under Section 11.05(B) for purposes of
terminating the Plan and distributing all Plan
Accounts. As a QTA, the Trustee may undertake
all acts authorized under Applicable Law to
wind-up the Plan,
including causing the Trust to pay from Trust
assets to the QTA and to other service providers
a reasonable fee for services rendered.



     (15) Catch-all. To perform any and all
other acts which in the Trustee’s judgment are
necessary or appropriate for the proper and
advantageous management, investment and
distribution of the Trust and which are not
contrary to Applicable Law.


(B) Nondiscretionary (directed) Trustee/Custodian
Powers. The Employer in its Adoption Agreement
may designate the Trustee as a nondiscretionary
Trustee. The Employer in its Adoption Agreement
in addition to designating a discretionary or
nondiscretionary Trustee, may appoint a Custodian
to hold all or any portion of the Trust Assets.
Except as otherwise provided herein: (i) a
Custodian has all of the same powers and duties
as a nondiscretionary Trustee; (ii) the
nondiscretionary Trustee or Custodian has all of
the same powers as a discretionary Trustee in
Section 8.02(A) except that the nondiscretionary
Trustee or Custodian only may exercise such
powers pursuant to a proper written direction;
and (iii) the nondiscretionary Trustee or
Custodian has all the same duties as a
discretionary Trustee under Section
8.02(C). A “proper written direction” means the
written direction of a Plan fiduciary or of a
Participant with authority over the Trust asset
which is the subject of the direction and which
is consistent with the Plan terms and Applicable
Law.




     (1) Modification of powers/duties. The
Employer and the nondiscretionary Trustee (or
the Custodian) in a Nonstandardized Plan or
Volume Submitter Adoption Agreement, on Appendix
C may limit the powers or duties of the
Custodian or the nondiscretionary Trustee to any
combination of powers under Section 8.02(A) and
to any combination of duties under Section
8.02(C) or otherwise may amend the Trust as
described in Section 8.11.



     (2) Limited responsibility. If there is a
Custodian or a nondiscretionary Trustee under
the Plan, then the Employer, in adopting this
Plan, acknowledges and agrees:



          (a) No discretion over Trust assets. The
nondiscretionary Trustee or Custodian does not
have any discretion as to the investment or the
re-investment of the Trust Fund and the
nondiscretionary Trustee or Custodian is acting
solely as a directed fiduciary as to the assets
comprising the Trust Fund.




          (b) No review or recommendations. The
nondiscretionary Trustee or the Custodian does
not have any duty to review or to make
recommendations regarding investments made
pursuant to a proper written direction, except in
accordance with Applicable Law.




          (c) No action unless direction. The
nondiscretionary Trustee or the Custodian must
retain any investment obtained upon a proper
written direction until receipt of another proper
written direction to dispose of such investment,
except as may be contrary to Applicable Law.




          (d) No liability for following orders. The
nondiscretionary Trustee or the Custodian is not
liable in
any manner or for any reason for making,
retaining or disposing of any investment
pursuant to any proper written direction.




          (e) Indemnity. The Employer will indemnify,
defend and hold the nondiscretionary Trustee or
the Custodian harmless from any damages, costs
or expenses, including reasonable attorneys’
fees, which the nondiscretionary Trustee or the
Custodian may incur as a result of any claim
asserted against the nondiscretionary Trustee,
the Custodian or the Trust arising out of the
nondiscretionary Trustee’s or Custodian’s full
and timely compliance with any proper written
direction.




     (3) Limitation of powers of certain
Custodians. If a Custodian is a bank which,
under its governing state law, does not possess
trust powers, then Sections 8.02(A)(1), (3) as
it relates to common trust funds or collective
investment funds, Sections 8.02(A)(4), (5), (7),
and (8), Section 8.09 and Article IX do not
apply and the Custodian only has the power and
the authority to exercise the remaining powers
under Section 8.02(A) and to perform the duties
under Section 8.02(C).



     (4) QTA. Notwithstanding any other
provision of this Section 8.02(B), a
nondiscretionary Trustee or a



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Custodian, in accordance with Applicable Law, may
serve as a QTA under Section 8.02(A)(14) without
regard to receipt of any proper written
direction.




     (5) Trustee references. Except as the Plan
or the context otherwise require, “Trustee”
includes nondiscretionary Trustee and Custodian.


(C) Duties. The Trustee or Custodian has
the following duties:




     (1) ERISA. If ERISA applies to the Plan and
to the extent that ERISA so requires, to act: (a)
solely in the interest of Participants and
Beneficiaries for the exclusive purposes of
providing benefits under the Plan and defraying
the reasonable expenses of Plan administration;
(b) with the care, skill, prudence and diligence
under the circumstances then prevailing as would
a prudent person acting in a like capacity and
familiar with such matters; (c) by diversifying
Trust investments so as to minimize the risk of
large losses unless not prudent under the
circumstances to do so; and (d) in accordance
with the Plan to the extent that the Plan is
consistent with ERISA.



     (2) Investment policy. To
coordinate its investment policy with
Plan financial needs as communicated to
it by the Plan Administrator.



     (3) Trust accounting. To furnish to the
Employer and to the Plan Administrator an annual
(or more frequently as required by Applicable
Law) statement of account showing the condition
of the Trust Fund and all investments, receipts,
disbursements and other transactions effected by
the Trustee during the Plan Year
covered by the statement and also stating the
assets of the Trust held at the end of the Plan
Year, which accounts are conclusive on all
persons, including the Employer and the Plan
Administrator, except as to any act or
transaction concerning which the Employer or the
Plan Administrator files with the Trustee written
exceptions or objections within 90 days after the
receipt of the accounts or for which ERISA
authorizes a longer period within which to
object. The Trustee also may agree with the
Employer or Plan Administrator to provide the
information described in this Section 8.02(C)
more frequently than annually.



     (4) Trust valuation. If the Trustee is a
discretionary Trustee, to value the Trust Fund
as of each Accounting Date to determine the fair
market value of each Participant’s Account
Balance in the Trust. The Trustee also must
value the Trust Fund on such other Valuation
Dates as directed in writing by the Plan
Administrator or as the Adoption Agreement or
Applicable Law may require. If the Trustee is a
nondiscretionary Trustee (or in the case of
Trust assets held by a Custodian) the Named
Fiduciary will value the assets and will provide
the valuation to the Trustee (Custodian) unless
the Trustee (Custodian) and the Named Fiduciary
agree that the Trustee (Custodian) will conduct
the valuation. The Trustee (Custodian) may
reasonably rely on any valuation the Named
Fiduciary conducts and provides.



     (5) Distributions. To credit and distribute
the Trust Fund as the Plan Administrator directs.
The Trustee is not obliged to inquire as to
whether any payee or distributee is entitled to
any payment or whether the distribution is proper
or within the terms of the Plan, or as to the
manner of making any payment or distribution. The
Trustee is accountable only to the Plan
Administrator for any payment or distribution
made by it in good faith on the order or
direction of the Plan Administrator. The Trustee
must promptly notify the Plan Administrator of
any unclaimed Plan payment or distribution and
then dispose of the distribution in accordance
with the Plan Administrator’s subsequent
direction.



     (6) Fees/expenses. To pay from the Trust
Fund all reasonable Plan fees and expenses, and
to allocate the fees and expenses to Plan
Accounts, both as the Plan Administrator directs
under Section 7.04(C)(2). Any fee or expense that
the Employer pays, directly or indirectly, is not
an Employer contribution to the Plan, provided
the fee or the expense relates to the ordinary
and necessary administration of the Trust Fund.



     (7) Loans. To make loans to a Participant
or to a Beneficiary in accordance with the Plan
Administrator’s direction under Section 7.06.



     (8) Records/statements. To keep the
Trustee’s Plan records open to the inspection of
the Plan Administrator and the Employer at all
reasonable times and to permit the review or
audit of such records from time to time by any
person or persons as the Employer or Plan
Administrator may specify in writing. The Trustee
must furnish the Plan Administrator with whatever
information relating to the Trust Fund the Plan
Administrator considers necessary to perform its
duties as Plan Administrator.



     (9) Tax returns. To file all information
and tax returns required of the Trustee under
Applicable Law.



     (10) Incapacity. To follow the direction of
the Plan Administrator with regard to
distributions in the latter’s determination of
any Participant or Beneficiary incapacity under
Section 7.05(F). The Trustee also will provide
any reasonable information and take any
reasonable action that the Plan Administrator
requests relating to a determination of
incapacity or otherwise pertaining to the
administration of the Account of any
incapacitated person.



     (11) Bond. The Trustee must provide a bond
for the faithful performance of its duties under
the Trust to the extent required by Applicable
Law.


(D) Limitations Applicable to all Trustees.




     (1) Receipt of contributions. The Trustee is
accountable to the Employer for the Plan
contributions made by the Employer, but the
Trustee does not have any duty to ensure that the
contributions received comply with the provisions
of the Plan. Except as may be required by
Applicable Law, the Trustee is not obliged to
collect any contributions from the Employer, nor
is the Trustee obliged to ensure that funds
deposited with it are deposited according to the
provisions of the Plan.



     (2) Co-fiduciary liability. Each fiduciary
under the Plan is responsible solely for his/her
or its own acts or omissions. A fiduciary does
not have any liability for another fiduciary’s
breach of fiduciary responsibility with respect
to the Plan and the Trust unless the fiduciary:
(a) participates knowingly in or undertakes to
conceal the breach; (b) has actual knowledge of
the breach and fails to take reasonable remedial
action to remedy the breach;



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or (c) through negligence in performing his/her or its own
specific fiduciary responsibilities that give rise to fiduciary status, the fiduciary has enabled
the other fiduciary to commit a breach of the latter’s fiduciary responsibility.




     (3) Limitation of Trustee liability.



          (a) Apportionment of duties. The Named
Fiduciary, the Trustee(s) and any properly
appointed Investment Manager may execute a
written agreement as a part of this Plan
delineating the duties, responsibilities and
liabilities of the Investment Manager or
Trustee(s) with respect to any part of the Trust
Fund under the control of the Investment Manager
or the Trustee(s).




          (b) If Investment Manager. The Trustee is
not liable for the acts or omissions of any
Investment Manager the Named Fiduciary may
appoint, nor is the Trustee under any
obligation to invest or otherwise to manage any
asset of the Trust Fund which is subject to the
management of a properly appointed Investment
Manager.




          (c) If other appointed fiduciaries. The
Trustee is not liable for the acts or omissions
of any ancillary trustee or independent fiduciary
properly appointed under Section 8.07. However,
if a discretionary Trustee,
pursuant to the delegation described in Section
8.07, appoints an ancillary trustee, the
discretionary Trustee is responsible for the
periodic review of the ancillary trustee’s
actions and must exercise its delegated authority
in accordance with the terms of the Plan and in a
manner consistent with ERISA.




          (d) Indemnity. The Employer and any Trustee
may execute a written agreement as a part of this
Plan and which is not contrary to Applicable Law,
delineating any indemnification agreement among
the parties.




(E) Multiple Trustees.




     (1) Majority decisions. If more than two
persons act as Trustee, a decision of the
majority of such persons controls with respect to
any decision regarding the administration or the
investment of the Trust Fund or of any portion of
the Trust Fund with respect to which such persons
act as Trustee. If there is more than one
Trustee, the Trustees jointly will manage and
control the assets of the Trust Fund (or those
Trust assets as to which they act as Trustee).



     (2) Allocation. Multiple Trustees may
allocate among themselves specific
responsibilities or obligations or may authorize
one or more of them, either individually or in
concert, to exercise any or all of the powers
granted to the Trustee, or to perform any or all
of the duties assigned to the Trustee under
Article VIII.



     (3) Signature. The signature of only one
Trustee is necessary to effect any transaction on
behalf of the Trust (or as to those Trust assets
as to which the signatory acts as Trustee).



     8.03 NAMED FIDUCIARY.


(A) Definition of Named Fiduciary. See Section 1.36.



(B) Duty of Named Fiduciary. The Named
Fiduciary under the Plan has the sole
responsibility to control and to manage the
operation and administration of the Plan. If
the Named Fiduciary is also the Trustee, the
Named Fiduciary is solely responsible for the
management and the control of the Trust Fund,
except Trust assets properly: (1) under the
control or the direction of an Investment
Manager, ancillary trustee or other Plan
fiduciary; or (2) subject to Employer or
Participant direction of investment.



(C) Appointment of Investment Manager. The Named
Fiduciary may appoint an Investment Manager.




     8.04 DISTRIBUTION OF CASH OR PROPERTY. The
Trustee will make Plan distributions in the form
of cash except where: (1) the required form of
distribution is a QJSA or QPSA which has not been
waived; (2) the Plan is a Restated Plan and under
the prior Plan, distribution in the form of
property (“in-kind distribution”) is a Protected
Benefit which the Employer has not eliminated by
a Plan amendment under Section 11.02(C); (3) the
Plan Administrator adopts a written policy which
provides for in-kind distribution; or (4) the
Employer is terminating the Plan, and in the
reasonable judgment of the Trustee, some or all
Plan assets, within a reasonable time for making
final distribution of Plan assets, may not be
liquidated to cash or may not be so liquidated
without undue loss in value. The Plan
Administrator’s policy under clause (3) may
restrict in-kind distributions to certain
types of Trust investments or specify any other
reasonable and nondiscriminatory condition or
restriction applicable to in-kind distributions.
Under clause (4), the Trustee will make Plan
termination distributions to Participants and
Beneficiaries in cash, in-kind or in a
combination of these forms, in a reasonable and
nondiscriminatory manner which may take into
account the preferences of the distributees. All
in-kind distributions will be made based on the
current fair market value of the property, as
determined by the Trustee, Custodian or Named
Fiduciary.



     8.05
TRUSTEE/CUSTODIAN FEES AND EXPENSES. A
Trustee or a Custodian will receive reasonable
compensation and reimbursement for reasonable
Trust expenses actually incurred as Trustee or
Custodian, as may be agreed upon from time to
time by the Employer and the Trustee or the
Custodian. No person who is receiving full pay
from the Employer may receive compensation
(except for reimbursement of Plan expenses) for
services as Trustee or as Custodian. As the Plan
Administrator directs following direction from
the Employer under Section 7.04(C), such fees and
expenses will be paid by the Employer, or the
Trustee or Custodian will charge the Trust for
the fees or expenses. If, within a reasonable
time after a Plan related fee or expense is
incurred (or if within the time specified in any
agreement between the Plan and the Trustee
regarding payment of a fee or expense) the Plan
Administrator does not communicate the Employer’s
decision regarding payment or if the Employer
does not pay the fee or expense, the Trustee or
Custodian may charge the Trust for such
reasonable fees and expenses as are not settlor
expenses.



     8.06
THIRD PARTY RELIANCE. A person dealing
with the Trustee is not obligated to see to the
proper application of any money paid or property
delivered to the Trustee, or to inquire whether
the Trustee has acted pursuant to any of the
terms of the Plan. Each person dealing with the
Trustee may act upon any notice, request or
representation in writing by the Trustee, or by



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Defined Contribution Prototype Plan



the Trustee’s duly authorized agent, and is not liable to any
person in so acting. The certificate of the Trustee that it is acting in accordance with the Plan
is conclusive in favor of any person relying on the certificate.




     8.07
APPOINTMENT OF ANCILLARY TRUSTEE OR
INDEPENDENT FIDUCIARY.


(A) Appointment. The Employer, in writing, may
appoint any qualified person in any state to act
as ancillary trustee with respect to a
designated portion of the Trust Fund, subject to
any consent required under Section 1.65. An
ancillary trustee must acknowledge in a writing
separate from the Employer’s Adoption Agreement
its acceptance of the terms and conditions of
its appointment as ancillary trustee and its
fiduciary status under ERISA.



(B) Powers. The ancillary trustee has the rights,
powers, duties and discretion as the Employer may
delegate, subject to any limitations or
directions specified in the
agreement appointing the ancillary trustee and to
the terms of the Plan or of ERISA. The Employer
may delegate its responsibilities under this
Section 8.07 to a discretionary Trustee under the
Plan (subject to the acceptance by such
discretionary Trustee of that delegation), but
the Employer may not delegate its
responsibilities to a nondiscretionary Trustee or
to a Custodian. The investment powers delegated
to the ancillary trustee may include any
investment powers available under Section 8.02.
The delegated investment powers may include the
right to invest any portion of the assets of the
Trust Fund in a common trust fund, as described
in Code §584, or in any collective investment
fund, the provisions of which govern the
investment of such assets and which the Plan
incorporates by this reference, but only if the
ancillary trustee is a bank or similar financial
institution supervised by the United States or by
a state and the ancillary trustee (or its
affiliate, as defined in Code §1504) maintains
the common trust fund or collective investment
fund exclusively for the collective investment of
money contributed by the ancillary trustee (or
its affiliate) in a trustee capacity and which
conforms to the rules of the Comptroller of the
Currency. The Employer also may appoint as an
ancillary trustee, the trustee of any group trust
fund designated for investment pursuant to the
provisions of Section 8.09.



(C) Resignation/Removal. The ancillary trustee
may resign its position and the Employer may
remove an ancillary trustee as provided in
Section 8.08 regarding resignation and removal
of the Trustee or Custodian. In the event of
such resignation or removal, the Employer may
appoint another ancillary trustee or may return
the assets to the control and management of the
Trustee.



(D) Independent Fiduciary. If the DOL requires
engagement of an independent fiduciary to have
control or management of all or a portion of the
Trust Fund, the Employer will appoint such
independent fiduciary, as directed by the DOL.
The independent fiduciary will have the duties,
responsibilities and powers prescribed by the
DOL and will exercise those duties,
responsibilities and powers in accordance with
the terms, restrictions and conditions
established by the DOL and, to the extent not
inconsistent with ERISA, the terms of the Plan.
The independent fiduciary must accept its
appointment in writing and must acknowledge its
status as a fiduciary of the Plan.




     8.08
RESIGNATION AND REMOVAL.


(A) Resignation. The Trustee or the Custodian may
resign its position by giving written notice to
the Employer and to the Plan Administrator. The
Trustee’s notice must specify the effective date
of the Trustee’s resignation, which date must be
at least 30 days following the date of the
Trustee’s notice, unless the Employer consents in
writing to shorter notice.



(B) Removal. The Employer may remove a Trustee or
a Custodian by giving written notice to the
affected party. The Employer’s notice must
specify the effective date of removal which date
must be at least 30 days following the date of
the Employer’s notice, except where the Employer
reasonably determines a shorter notice period or
immediate removal is necessary to protect Plan
assets.



(C) Successor Appointment. In the event of the
resignation or the removal of a Trustee, where no
other Trustee continues to serve, the Employer
must appoint a successor Trustee if it intends to
continue the Plan. If two or more persons hold
the position of Trustee, in the event of the
removal of one such person, during any period the
selection of a replacement is pending, or during
any period such person is unable to serve for any
reason, the remaining person or persons will act
as the Trustee.




     (1) Default Successor Trustee. If the
Employer fails to appoint a successor Trustee as
of the effective date of the Trustee resignation
or removal and no other Trustee remains, the
Trustee will treat the Employer as having
appointed itself as Trustee and as having filed
the Employer’s acceptance of appointment as
successor Trustee with the former Trustee. If
state law prohibits the Employer from serving as
successor Trustee, the appointed successor
Trustee is the president of a corporate Employer,
the managing partner of a partnership Employer,
the managing member of a limited liability
company Employer, the sole proprietor of a
proprietorship Employer, or in the case of any
other entity type, such other person with title
and responsibilities similar to the foregoing.



     (2) Default Successor Custodian. If the
Employer removes and does not replace a
Custodian, the Trustee will assume possession of
Plan assets held by the former Custodian.


(D) Acceptance. Each successor Trustee succeeds
its predecessor Trustee by accepting in writing
its appointment as successor Trustee and by
filing the acceptance with the former Trustee
and the Plan Administrator without the signing
or filing of any further statement.



(E) Outgoing Trustee. The resigning or removed
Trustee, upon receipt of acceptance in writing
of the Trust by the successor Trustee, must
execute all documents and must perform all acts
necessary to vest the title to Plan assets of
record in any successor Trustee. In addition, to
the extent reasonably necessary for the ongoing
administration of the Plan, at the request of
the Plan Administrator and the successor
Trustee, the resigning or removed Trustee must
transfer records, provide information and
otherwise cooperate in effecting the change of
Trustees.




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Defined Contribution Prototype Plan



(F) Successor Powers. Each successor Trustee
has and enjoys all of the powers, both
discretionary and ministerial, conferred under
the Plan upon its predecessor.



(G) No Liability for Predecessor. A successor
Trustee is not personally liable for any act or
failure to act of any predecessor Trustee,
except as required under ERISA. With the
approval of the Employer and the Plan
Administrator, a successor Trustee, with respect
to the Plan, may accept the account rendered and
the property delivered to it by a predecessor
Trustee without liability.




     8.09 INVESTMENT IN GROUP TRUST FUND.
The Employer, by adopting this Plan, specifically
authorizes the Trustee to invest all or any
portion of the assets comprising the Trust Fund
in any group trust fund which at the time of the
investment provides for the pooling of the assets
of plans qualified under Code §401(a), including
a group trust fund that also permits the pooling
of qualified plan assets with assets of an
individual retirement account that is exempt from
taxation under Code §408(e) or assets of an
eligible governmental plan under Code §457(b)
that is exempt from taxation under Code §457(g).
This authorization applies solely to a group
trust fund exempt from taxation under Code
§501(a) and the trust agreement of which
satisfies the requirements of Revenue Ruling
81-100 (as modified and clarified by Revenue
Ruling 2004-67), or any successor thereto. The
provisions of the group trust fund agreement, as
amended from time to time, are by this reference
incorporated within this Plan and Trust. The
provisions of the group trust fund will govern
any investment of Plan assets in that fund. To
comply with Code §4975(d)(8) as to any group
trust fund maintained by a disqualified person,
including the Trustee, the following provisions
apply: (A) a discretionary Trustee or a
nondiscretionary Trustee may invest in any such
fund at the direction of the Named Fiduciary who
is independent of the Trustee and the Trustee’s
affiliates; (B) a discretionary Trustee or a
nondiscretionary Trustee (the latter as directed)
may invest in any such fund which the Employer
specifies in Appendix C; and (C) notwithstanding
(A) and (B) a discretionary Trustee may invest in
its own funds as described in Section 8.02(A)(3).



     8.10 COMBINING TRUSTS OF EMPLOYER’S PLANS.
At the Employer’s direction, the Trustee, for
collective investment purposes, may combine into
one trust fund the Trust created under this Plan
with the trust created under any other qualified
retirement plan the Employer maintains. However, the Trustee must
maintain separate records of account for the
assets of each Trust in order to reflect properly
each Participant’s Account Balance under the
qualified plans in which he/she is a participant.



     8.11 AMENDMENT/SUBSTITUTION OF TRUST.


(A) Amendment/Standardized Plan. The Employer in
its Standardized Plan may not amend any provision
of Article VIII (or any other provision of the
Plan related to the Trust) except the Employer in
Appendix C (or in its Adoption Agreement as
applicable) may specify the Trust year, the names
of the Plan, the Employer, the Trustee,
the Custodian, the Plan Administrator, other
fiduciaries or the name of any pooled trust in
which the Trust will participate.



(B) Amendment/Nonstandardized or Volume Submitter
Plan. The Employer in its Nonstandardized or
Volume Submitter Plan, in Appendix C (or in its
Adoption Agreement as applicable): (1) may amend
the Plan or Trust as described in Section
8.11(A); or (2) may amend or override the
administrative provisions of Article VIII (or any
other provision of the Plan related to the
Trust), including provisions relating to Trust
investment and Trustee powers or duties.




     (1) Limitation. Any Trust amendment under
clause (2) of Section 8.11(B): (a) must not
conflict with any other provisions of the Plan
(except as expressly are intended to override an
existing Trust provision); (b) must not cause the
Plan to violate Code §401(a); and (c) must be
made in accordance with Rev. Proc. 2005-16 or any
successor thereto.


(C) Substitution of Approved Trust. The Employer
subject to the conditions under Section
8.11(B)(1), may elect to substitute in place of
Article VIII and the remaining trust provisions
of the basic plan document, any other trust or
custodial account agreement that the IRS has
approved for use with this Plan. If the Employer
elects to substitute an approved trust, the
Trustee will not execute the Adoption Agreement
but will instead execute the substituted trust.
The Trustee of the substituted trust agrees to be
bound by all remaining Plan terms, other than
those terms which the substituted trust governs.



(D) Formalities. All Section 8.11 Trust
amendments or substitutions are subject to
Section 11.02 and require the written consent or
signature of the Trustee.




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Defined Contribution Prototype Plan




ARTICLE IX

PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY




     9.01 INSURANCE BENEFIT.


(A) General. The Employer may elect to provide
incidental life insurance benefits for Insurable
Participants who consent to life insurance
benefits by executing the appropriate insurance
company application form. The Trustee will not
purchase any incidental life insurance benefit
for any Participant prior to a contribution
allocation to the Participant’s Account. At an
insured Participant’s written direction, the
Trustee will use all or any portion of the
Participant’s Employee Contributions, if any, to
pay insurance premiums covering the Participant’s
life.



(B) Insurance on Others. Unless the Plan is a
Money Purchase Pension Plan, the Trustee may
purchase life insurance for the benefit of the
Participant on the life of a family member of
the Participant.



(C) Amount and Type of Coverage. The Employer
will direct the Trustee as to the insurance
company and insurance agent through which the
Trustee is to
purchase the Contracts, the amount of the
coverage and the applicable Dividend plan.



(D) Ownership. Each application for a Contract,
and the Contracts themselves, must designate the
Trustee as sole owner, with the right reserved to
the Trustee to exercise any right or option
contained in the Contracts, subject to the terms
and provisions of this Plan. The Trustee must be
the Contract named beneficiary for the Account of
the insured Participant. The Trustee will hold
all Contracts issued under the Plan as Trust
assets.



(E) Distribution. Proceeds of Contracts paid to
the Participant’s Account under this Article IX
are subject to the distribution requirements of
Article VI. The Trustee will not retain any
such proceeds for the benefit of the Trust.



(F) Premiums/Directed Investment. The Trustee
will charge the premiums on any Contract covering
the life of a Participant against the Account of
that Participant and will treat the Contract as a
directed investment of the Participant’s Account,
even if the Plan otherwise does not permit a
Participant to direct the investment of his/her
own Account.



(G) Uniformity. The Trustee must arrange, where
possible, for all Contracts issued on the lives
of Participants under the Plan to have the same
premium due date and all ordinary life
insurance Contracts to contain guaranteed cash
values with as uniform basic options as are
possible to obtain.



(H) Custodians. The provisions of this Article IX
are not applicable, and the Plan may not invest
in Contracts, if a Custodian signatory to the
Adoption Agreement is a bank which does not have
trust powers from its governing state banking
authority.




     9.02 LIMITATIONS ON COVERAGE.


(A) Incidental Insurance Benefits. The
aggregate of life insurance premiums paid for
the benefit of a Participant, at all times, may
not exceed the following percentages of the
aggregate of the Employer Contributions
(including Elective Deferrals and forfeitures)
allocated to any Participant’s Account: (1) 49%
in the case of the purchase of ordinary life
insurance Contracts; or (2) 25% in the case of
the purchase of term life insurance or
universal life insurance Contracts. If the
Trustee purchases a combination of ordinary
life insurance Contract(s) and term life
insurance or universal life insurance
Contract(s), then the sum of one-half of the
premiums paid for the ordinary life insurance
Contract(s) and the premiums paid for the term
life insurance or universal life insurance
Contract(s) may not exceed 25% of the Employer
Contributions allocated to any Participant’s
Account.



(B) Exception for Certain Profit Sharing Plans.
If the Plan is a Profit Sharing Plan or a 401(k)
Plan, the incidental insurance benefits
requirement of Section 9.02(A) does not apply to
the Plan if the Plan purchases life insurance
benefits only from Employer Contributions
accumulated in the Participant’s Account for at
least two years, measured from the allocation
date.



(C) Exception for Other Amounts. The incidental
insurance benefit requirement of Section 9.02(A)
does not apply to Contracts purchased: (1) with
Employee Contributions; (2) with Rollover
Contributions; or (3) with Earnings on Employer
Contributions.




     9.03 DISPOSITION OF LIFE
INSURANCE PROTECTION.


(A) Timing. The Trustee will not continue any
life insurance protection beyond the later of the
Participant’s: (1) Annuity Starting Date under
Section 6.01(A)(2)(h), or (2) Separation from
Service. The Trustee, at the direction of the
Plan Administrator, will make any transfer of
Contract(s) as soon as administratively
practicable after the date specified under this
Section 9.03(A).



(B) Method. The Trustee may not transfer any
Contract under this Section 9.03 which contains a
method of payment not specifically authorized by
Article VI or which fails to comply with the QJSA
requirements, if applicable, of Section 6.04. In
this regard, the Trustee either must convert such
a Contract to cash and distribute the cash
instead of the Contract, or before making the
transfer, must require the Issuing Company to
delete the unauthorized method of payment option
from the Contract.




     9.04 DIVIDENDS. Dividends are
applied to the Participant’s Account on whose
life the Issuing Company has issued the
Contract. Dividends are applied to premium
reduction unless the Plan Administrator directs
the Trustee to purchase insurance benefits or
additional insurance benefits for the
Participant.



     9.05 LIMITATIONS ON INSURANCE COMPANY
DUTIES.


(A) Not a Party to Plan. An insurance company,
solely in its capacity as an Issuing Company:
(1) is not a party to the Plan; and (2) is not
responsible for the Plan’s validity.




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Defined Contribution Prototype Plan



(B) No Responsibility for Others. Except as
required by Applicable Law, an Issuing Company
has no responsibility or obligation under the
Plan to Participants or Beneficiaries for any
act required of the Employer, the Plan
Administrator, the Trustee, the Custodian or any
other service provider to the Plan (unless the
Issuing Company also serves in such capacities).



(C) Plan Terms. No insurance company, solely
in its capacity as an Issuing Company, need
examine the terms of this Plan.



(D) Reliance/Discharge. For the purpose of making
application to an Issuing Company and in the
exercise of any right or option contained in any
Contract, the Issuing Company may rely upon the
signature of the Trustee and is held harmless and
completely discharged in acting at the direction
and authorization of the Trustee. An Issuing
Company is discharged from all liability for any
amount paid to the Trustee or paid in accordance
with the
direction of the Trustee, and is not obliged to
see to the distribution or further application of
any amounts the Issuing Company so pays.




     9.06 RECORDS/INFORMATION. An Issuing
Company must keep such records and supply to the
Plan Administrator or Trustee such information
regarding its Contracts as may be reasonably
necessary for the proper administration of the
Plan.



     9.07 CONFLICT WITH PLAN. In the
event of any conflict between the provisions of
this Plan and the terms of any Contract issued in
accordance with this Article IX, the provisions
of the Plan control.



     9.08 APPENDIX B OVERRIDE. The
Employer in Appendix B may amend the provisions
of this Article IX in any manner except as would
be inconsistent with any other Plan provision or
with Applicable Law.



     9.09 DEFINITIONS. For purposes of this Article IX:


(A) Contract(s). Contract or Contracts means an
ordinary life, term life or universal life
insurance contract issued by an Issuing Company
on the life of a Participant or other person as
authorized under this Article IX.



(B) Dividends. Dividends means Contract
dividends, refunds of premiums and other
credits.



(C) Insurable Participant. Insurable Participant
means a Participant to whom an insurance company,
upon an application being submitted in accordance
with the Plan, will issue insurance coverage,
either as a standard risk or as a risk in an
extra mortality classification.



(D) Issuing Company. Issuing Company is any
life insurance company which has issued a
policy upon application by the Trustee under
the terms of this Plan.




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ARTICLE X

TOP-HEAVY PROVISIONS




     10.01 DETERMINATION OF TOP-HEAVY STATUS.


(A) Only Employer Plan. If this Plan is the
only qualified plan maintained by the
Employer, the Plan is top-heavy for a Plan
Year if the Top-Heavy Ratio as of the
Determination Date exceeds 60%.



(B) If Other Plans. If the Employer maintains
other qualified plans (including a simplified
employee pension plan), or maintained another
such plan now terminated, this Plan is top-heavy
only if it is part of the Required Aggregation
Group, and the Top-Heavy Ratio for the Required
Aggregation Group and for the Permissive
Aggregation Group, if any, each exceeds 60%.




     (1) Count all aggregated plans. The Plan
Administrator will calculate the Top-Heavy Ratio
in the same manner as required by Section
10.06(K) taking into account all plans
within the Aggregation Group. The Plan
Administrator will calculate the Top-Heavy Ratio
with reference to the Determination Dates that
fall within the same calendar year. If an
aggregated plan does not have a Valuation Date
coinciding with the Determination Date, the Plan
Administrator must value the Account Balance in
the aggregated plan as of the most recent
Valuation Date falling within the twelve-month
period ending on the Determination Date, except
as Code §416 and applicable Treasury regulations
require for the first and for the second plan
year of a Defined Benefit Plan.



     (2) Terminated plans. To the extent the
Plan Administrator must take into account
distributions to a Participant, the Plan
Administrator must include distributions from a
terminated plan which would have been part of
the Required Aggregation Group if it were in
existence on the Determination Date.



     (3) Defined Benefit Plans/SEPs. The Plan
Administrator will calculate the present value
of accrued benefits under Defined Benefit Plans
or the account balances under simplified
employee pension plans included within the
Aggregation Group in accordance with the terms
of those plans and Code §416 and the applicable
Treasury regulations.


(C) Defined Benefit Plans.




     (1) Use of uniform accrual. If a Participant
in a Defined Benefit Plan is a Non-Key Employee,
the Plan Administrator will determine his/her
accrued benefit under the accrual method, if any,
which is applicable uniformly to all Defined
Benefit Plans maintained by the Employer or, if
there is no uniform method, in accordance with
the slowest accrual rate permitted under the
fractional rule accrual method described in Code
§411(b)(1)(C).



     (2) Actuarial assumptions. If the Employer
maintains a Defined Benefit Plan, the Plan
Administrator will use the actuarial assumptions
(interest and mortality only) stated in that
plan to calculate the present value of benefits
from the Defined Benefit Plan.


(D) Application of Top-Heavy Rules. The
top-heavy provisions of the Plan apply only for
Plan Years in which Code §416 requires
application of the top-heavy rules. If
applicable, the provisions of this Article X
supersede any conflicting Plan or Adoption
Agreement provisions, except as the context may
otherwise require.




     10.02 TOP-HEAVY MINIMUM
ALLOCATION. The Top-Heavy Minimum
Allocation requirement applies to the Plan only
in a Plan Year for which the Plan is top-heavy.


(A) Allocation to Non-Keys. If the Plan is
top-heavy in any Plan Year each Non-Key Employee
who is a Participant (as described in Section
10.06(H)) and employed by the Employer on the
last day of the Plan Year will receive a
Top-Heavy Minimum Allocation for that Plan Year.



(B) Additional Contribution/Allocation as
Required. The Plan Administrator first will
allocate the Employer Contributions (and
Participant forfeitures, if any) for the Plan
Year in accordance with the provisions of its
Adoption Agreement. The Employer then will
contribute an additional amount for the Account
of any Participant
entitled under Section 10.02(A) to a Top-Heavy
Minimum Allocation and whose contribution rate
for the Plan Year is less than the Top-Heavy
Minimum Allocation. The additional amount is the
amount necessary to increase the Participant’s
allocation rate to the Top-Heavy Minimum
Allocation. The Plan Administrator will allocate
the additional contribution to the Account of the
Participant on whose behalf the Employer makes
the contribution.



(C) No Plan Allocations. If, for a Plan Year,
there are no allocations of Employer
Contributions or of forfeitures for any Key
Employee, the Plan does not require any
Top-Heavy Minimum Allocation for the Plan Year,
unless a Top-Heavy Minimum Allocation applies
because of the maintenance by the Employer of
more than one plan.




     10.03 PLAN WHICH WILL SATISFY
TOP-HEAVY. If the Plan is top-heavy, the Plan
Administrator will determine if the Plan
satisfies the Top-Heavy Minimum Allocation
requirement under this Section 10.03.


(A) Aggregation of Plans to Satisfy. The Plan
Administrator will aggregate all qualified plans
the Employer maintains to determine if the Plan
satisfies the Top-Heavy Minimum Allocation
requirement.



(B) More Than One Defined Contribution Plan. If
the Employer maintains more than one Defined
Contribution Plan in which a Non-Key Employee
participates and the Non-Key Employee receives
less than the Top-Heavy Minimum Allocation for a
Plan Year in which the Plan is top-heavy, the
Plan Administrator operationally will determine
to which plan the Employer will make the
necessary additional contribution. If the Plan
Administrator elects for the Employer to make the
additional contribution to this Plan, the Plan
Administrator will allocate the contribution in
accordance with Section 10.02(B). If the Plan
Administrator elects for the Employer to make the
additional contribution to another plan, the Plan
Administrator must determine that the additional
contribution is sufficient to satisfy the
Top-Heavy Minimum Allocation.




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Defined Contribution Prototype Plan



(C) Defined Benefit Plan(s). If the Employer
maintains one or more Defined Benefit Plans in
addition to this Plan and a Non-Key Employee
participates in both types of plans, the Plan
Administrator operationally will determine if the
Employer will make the necessary additional
contribution to the Plan to satisfy the top-heavy
Minimum Allocation Rate or if the Employer will
provide a required top-heavy minimum benefit in
the Defined Benefit Plan. If the Plan
Administrator elects for the Employer to make the
additional contribution to this Plan, the
Top-Heavy Minimum Allocation is 5%, irrespective
of the Highest Contribution Rate, and the Plan
Administrator will allocate the contribution in
accordance with Section 10.02(B). If the Plan
Administrator elects for the Employer to satisfy
the top-heavy minimum benefit in a Defined
Benefit Plan, the Plan Administrator must
determine that such top-
heavy minimum benefit is sufficient to satisfy
the top-heavy requirements in the Plan.




     10.04 TOP-HEAVY VESTING. If the
Employer in its Adoption Agreement does not elect
immediate vesting, the Employer must elect a
top-heavy (or modified top-heavy) vesting
schedule. The specified top-heavy vesting
schedule applies to all Accounts and Contribution
Types not already subject to greater vesting and
applies to the Plan’s first top-heavy Plan Year
and to all subsequent Plan Years, except as the
Employer in its Adoption Agreement otherwise
elects. If the Employer elects in its Adoption
Agreement to apply the specified top-heavy
vesting schedule only in Plan Years in which the
Plan is top-heavy, any change in the Plan’s
vesting schedule resulting from this election is
subject to Section 5.08, relating to vesting
schedule amendments. As such, a Participant’s
vested percentage may not decrease as a result of
a change in the Plan’s top-heavy status in a
subsequent Plan Year. When applicable, the
relevant top-heavy vesting schedule applies to a
Participant’s entire Account Balance except as to
those amounts which are already 100% Vested, and
applies to such amounts accrued before the Plan
became top-heavy.



     10.05 SAFE HARBOR/SIMPLE PLAN EXEMPTION.


(A) Safe Harbor 401(k) Plan. If in any Plan Year:
(1) the Plan Administrator allocates only Safe
Harbor Contributions, Additional Matching
Contributions and Elective Deferrals to the Plan;
and (2) there are no forfeitures to allocate for
the Plan Year or the Plan Administrator allocates
forfeitures in the manner Section 3.07(A)(4)
describes, the Plan will not be subject to the
top-heavy requirements of this Article X for that
Plan Year. In accordance with Section 3.07(A)(4),
the Employer in its Adoption Agreement may elect
to apply forfeitures in such a manner so as to
preserve the top-heavy exemption under this
Section 10.05(A). This Section 10.05(A) does not
apply if the Employer in its Adoption Agreement
elects eligibility for Elective Deferrals which
is earlier than the one Year of Service and age
21 eligibility requirements the Employer elects
to apply for the Safe Harbor Contributions, using
the OEE rule under Section 4.06(C).


(B) SIMPLE 401(k) Plan. A SIMPLE 401(k) Plan
under Section 3.10 is not subject to the
provisions of this Article X.




     10.06 DEFINITIONS. For purposes of
applying the top-heavy provisions of the Plan:


(A) Compensation. Compensation means
Compensation as determined under Section 4.05(C)
for Code §415 purposes and includes Compensation
for the entire Plan Year.



(B) Determination Date. Determination Date means
for any Plan Year, the Accounting Date of the
preceding Plan Year or, in the case of the first
Plan Year of the Plan, the Accounting Date of the
first Plan Year.



(C) Determination (look-back) Period.
Determination Period means the 1-year period
ending on the Determination Date. In the case of
distributions made for a reason other than
Severance from Employment, death or Disability,
the determination period means the 5-year
period ending on the Determination Date.



(D) Employer. Employer means the Employer
that adopts this Plan and any Related
Employer.



(E) Highest Contribution Rate. Highest
Contribution Rate means for any Key Employee, all
Employer Contributions (including Elective
Deferrals, but not including Employer
contributions to Social Security and not
including Catch-Up Deferrals) and forfeitures
allocated to the Participant’s Account for the
Plan Year, divided by his/her Compensation for
the entire Plan Year. To determine a Key
Employee’s contribution rate, the Plan
Administrator must treat all qualified top-heavy
Defined Contribution Plans maintained by the
Employer (or by any Related Employer) as a single
plan.



(F) Key Employee. Key Employee means, as of any
Determination Date, any Employee or former
Employee (including a deceased former Employee)
who, at any time during the Determination
Period: (i) has annual Compensation exceeding
$130,000 (as adjusted under Code §416(i)(1)(A))
and is an officer of the Employer; (ii) is a
more than 5% owner of the Employer; or (iii) is
a more than 1% owner of the Employer and has
annual Compensation exceeding $150,000.




     (1) Attribution. The constructive ownership
rules of Code §318 as modified by Code
§416(i)(1)(B)(i) (or the principles of that Code
section, in the case of an unincorporated
Employer) will apply to determine ownership in
the Employer.



     (2) Maximum Officers. The number of
officers taken into account under Section
10.06(F) clause (i) will not exceed the greater
of 3 or 10% of the total number (after
application of the Code §414(q) exclusions) of
Employees, and in no event will exceed 50
officers.



     (3) Applicable Law. The Plan
Administrator will make the determination of
who is a Key Employee in accordance with Code
§416(i)(1), the applicable Treasury
regulations and other Applicable Law.


(G) Non-Key Employee. Non-Key Employee means an
Employee who is not a Key Employee.



(H) Participant. Participant means any Employee
otherwise eligible to participate in the Plan,
even if the Participant would not be entitled to
other Plan allocations or would receive a lesser
allocation under the Plan terms.



(I) Permissive Aggregation Group. Permissive
Aggregation Group means the Required
Aggregation Group plus any other qualified
plans maintained by the




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Defined Contribution Prototype Plan



Employer, but only if such group would satisfy in
the aggregate the nondiscrimination requirements
of Code §401(a)(4) and the coverage requirements
of Code §410. The Plan Administrator will
determine the Permissive Aggregation Group.



(J) Required Aggregation Group. Required
Aggregation Group means: (1) each qualified plan
of the Employer in which at least one Key
Employee participates or participated at any
time during the Determination Period (including
terminated plans); and (2) any other qualified
plan of the Employer which enables a plan
described in clause (1) to meet the requirements
of Code §401(a)(4) or of Code §410.



(K) Top-Heavy Ratio. Top-Heavy Ratio means a
fraction, the numerator of which is the sum of
the Account Balances of all Key Employees as of
the Determination Date and the denominator of
which is the sum of the Account Balances for all
Employees as of the Determination Date. The Plan
Administrator will include Catch-Up Deferrals and
will disregard DECs in determining the Top-Heavy
Ratio.




     (1) Amounts included. The Plan
Administrator must include in the Top-Heavy
Ratio, as part of the Account Balances, any
contribution not made as of the Determination
Date but includible under Code §416 and the
applicable Treasury regulations, and
distributions made within the Determination
Period.



     (2) Former Key Employees. The Plan
Administrator must calculate the Top-Heavy Ratio
by disregarding the Account Balance (and
distributions, if any, of the Account Balance)
of any Non-Key Employee who was formerly a Key
Employee.



     (3) No Service during 1-year look-back. The
Plan Administrator must calculate the Top-Heavy
Ratio by disregarding the Account Balance
(including distributions, if any, of the Account
Balance) of an individual who has not received
credit for at least one Hour of Service with the
Employer during the Determination Period, which
for purposes of this Section 10.06(K)(3), means
the 1-year period described in Section 10.06(C).



     (4) Distributions, Rollover Contributions
and Transfers. The Plan Administrator must
calculate the Top-Heavy Ratio, including the
extent to which it must take into account
distributions, Rollover Contributions and
Transfers, in accordance with Code §416 and
the applicable Treasury regulations.


(L) Top-Heavy Minimum Allocation. Top-Heavy
Minimum Allocation means an allocation equal to
the lesser of 3% of the Non-Key Employee’s
Compensation for the Plan Year or the highest
contribution rate for the Plan Year made on
behalf of any Key Employee multiplied by the
Non-Key Employee’s Plan Year Compensation. For
purposes of satisfying the Employer’s Top-Heavy
Minimum Allocation requirement, the Plan
Administrator disregards the Elective Deferrals
allocated to a Non-Key Employee’s Account in
determining the Non-Key Employee’s allocation
rate. To determine a Non-Key Employee’s
allocation rate, the Plan Administrator must
treat all qualified top-heavy Defined
Contribution Plans maintained by the Employer (or
by any Related Employer) as a single plan. If a
Defined Benefit Plan maintained by the Employer
which benefits a Key Employee depends on this
Plan to satisfy the nondiscrimination rules of
Code §401(a)(4) or the coverage rules of Code
§410 (or another plan benefiting the Key Employee
so depends on such Defined Benefit
Plan), the top-heavy minimum allocation is 3% of
the Non-Key Employee’s Compensation regardless of
the contribution rate for the Key Employees.




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ARTICLE XI

EXCLUSIVE BENEFIT, AMENDMENT, AND TERMINATION




     11.01 EXCLUSIVE BENEFIT.


(A) No Reversion/Diversion. Except as provided
under Section 3.01(H), the Employer does not have
any beneficial interest in any asset of the Trust
Fund and no part of any asset in the Trust Fund
may ever revert to or be repaid to the Employer,
either directly or indirectly; nor, prior to the
satisfaction of all liabilities with respect to
the Participants and their Beneficiaries under
the Plan, may any part of the corpus or income of
the Trust Fund, or any asset of the Trust Fund,
be (at any time) used for, or diverted to,
purposes other than the exclusive benefit of the
Participants or their Beneficiaries and for
defraying reasonable expenses of administering
the Plan.



(B) Initial Qualification. If the IRS, upon the
Employer’s application for initial approval of
this Plan, determines the Trust created under the
Plan is not a qualified trust exempt from Federal
income tax, the Trustee, upon written notice from
the Employer, will return the Employer
Contributions and the Earnings thereon to the
Employer. This Section 11.01(B) applies only if
the Employer makes the application for the
determination by the time prescribed by law for
filing the Employer’s tax return for the Taxable
Year in which the Employer adopted the Plan, or
by such later date as the Secretary of the
Treasury may prescribe. The Trustee must make the
return of the Employer contribution under this
Section 11.01(B) within one year of a final
disposition of the Employer’s request for initial
approval of the Plan. The Employer’s Plan and
Trust will terminate upon the Trustee’s return of
the Employer Contributions.




     11.02 AMENDMENT BY EMPLOYER.


(A) Permitted Amendments. The Employer,
consistent with this Section 11.02 and other
applicable Plan provisions, has the right, at any
time to amend or to restate the Plan including
the Trust.




     (1) Adoption Agreement/Appendix B overrides.
The Employer may: (a) restate its Adoption
Agreement (including converting the Plan to
another type of plan using a different Adoption
Agreement approved for use with the Prototype or
Volume Submitter Plan and as not inconsistent
with Applicable Law); (b) amend the elective
provisions of the Adoption Agreement (changing an
existing election or making a new election) in
any manner the Employer deems necessary or
advisable and as not inconsistent with Applicable
Law; and (c) elect in Appendix B any or all of
the basic plan overrides specified therein,
including adding language to satisfy Code §§415
or 416 because of the required aggregation of
multiple plans.



     (2) Model amendments. The Employer may adopt
model amendments published by the IRS (the
adoption of which the IRS provides will not cause
the Plan to be individually designed).



     (3) Interim amendments. The Employer may
make such good faith amendments as the Employer
considers necessary to maintain the Plan’s
tax-qualified
status or to otherwise keep the Plan in
compliance with Applicable Law.



     (4) Corrections. The Employer may amend
the Plan to correct typographical errors and
cross-references, provided that these
corrections do not change the original
intended meaning or impact any qualification
requirements.


(B) Amendment Formalities.




     (1) Writing. The Employer must make all
Plan amendments in writing. Each amendment must
specify the amendment execution date and, if
different from its execution date, must specify
the amendment’s retroactive, current or
prospective Effective Date.



     (2) Restatement. An Employer may amend its
Plan by means of a complete restatement of its
Adoption Agreement. To restate its Plan, the
Employer must complete, and the Employer and
Trustee or Custodian must execute, a new
Adoption Agreement. See Section 8.11(C) if the
Employer elects in its Adoption Agreement to
adopt a separate approved trust agreement.



     (3) Amendment (without restatement). An
Employer may amend its Plan without completion of
a new Adoption Agreement by either: (a)
completion and substitution of one or more
Adoption Agreement pages including a new Adoption
Agreement Execution Page executed by the Employer
and if applicable, executed by the Trustee or
Custodian; or (b) other written instrument
amending the Adoption Agreement executed by the
Employer and if applicable, executed by the
Trustee or Custodian. Except under Sections 4.08
or 8.11, to preserve the Plan’s pre-approved
status under Section 7.09, the substantive
language of any amendment under Section
11.02(B)(3), clause (b) (amendment other than by
substituted Adoption Agreement page) must
reproduce without alteration, the relevant
portion(s) of the Adoption Agreement text and
elections which the Employer is amending or must
have the substantive effect of doing so such as
incorporating by reference the Adoption Agreement
text into the amendment.



     (4) Effect of certain alterations. Any
restatement or amendment which is not permitted
under this Section 11.02 or elsewhere in the
Plan may result in the IRS treating the Plan as
an individually designed plan. See Section 7.09
for the effect of certain amendments adopted by
the Employer which will result in the Employer’s
Plan losing Prototype Plan or Volume Submitter
Plan status.



     (5) Operational discretion and policy not an
amendment. A Plan amendment does not include the
Plan Administrator’s exercise of any operational
discretion the Plan accords to the Administrator,
including but not limited to, the Plan
Administrator’s adoption, modification or
termination of any policy, rule or regulation in
accordance with the Plan or any change to any
Adoption Agreement checklist.



     (6) Trustee/Custodian signature to
amendment. The Trustee or Custodian must execute
any Adoption Agreement for a Restated Plan and
also must execute any Plan amendment which alters
the Trust provisions of



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Article VIII or which otherwise affects the
Trustee’s or Custodian’s duties under the
Plan.




     (7) Signatory Employer authority. If the
Plan has Participating Employers, only the
Signatory Employer need execute any Plan
amendment under this Section 11.02. See Section
1.23(A).


(C) Impermissible Amendment/Protected Benefits.




     (1) Exclusive benefit/no reversion. The
Employer may not amend the Plan to permit any of
the Trust Fund (other than as required to pay any
Trust taxes and reasonable Plan administrative
expenses) to be used for or diverted to purposes
other than for the exclusive benefit of the
Participants and Beneficiaries. An amendment may
not cause any portion of the Trust Fund to revert
to the Employer or to become the Employer’s
property.



     (2) Alteration of Plan Administrator or
Trustee/Custodian duties. The Employer may not
amend the Plan in any manner which affects the
powers, duties or responsibilities of the Plan
Administrator, the Trustee or the Custodian
without the written consent of the affected
party. See Section 11.02(B)(6).



     (3) No cut-backs. An amendment (including
the adoption of this Plan as a restatement of an
existing plan) may not decrease a Participant’s
Account Balance, except to the extent permitted
under Code §412(c)(8), and except as provided
under Applicable Law, may not reduce or eliminate
Protected Benefits determined immediately prior
to the adoption date (or, if later, the Effective
Date) of the amendment. An amendment reduces or
eliminates Protected Benefits if the amendment
has the effect of either: (a) eliminating or
reducing an early retirement benefit or a
retirement-type subsidy (as defined in Treasury
regulations); or (b) except as provided under
Applicable Law, eliminating an optional form of
benefit. An amendment does not impermissibly
eliminate a Protected Benefit relating to the
method of distribution if after the amendment a
Participant may receive a single sum payment at
the same time or times as the method of
distribution eliminated by the amendment and such
payment is based on the same or a greater portion
of the Participant’s Account as the eliminated
method of distribution. This Section 11.02(C)(3)
applies to Transfers under 11.06 except as to
certain Elective Transfers under 11.06(E).



     (4) Disregard of amendment/Tracking
Protected Benefits. The Plan Administrator must
disregard an amendment to the extent application
of the amendment would fail to satisfy this
Section 11.02(C). The Plan Administrator, in an
Adoption Agreement checklist, may maintain a list
of Protected Benefits it must retain.



     11.03 AMENDMENT BY PROTOTYPE 
SPONSOR/VOLUME SUBMITTER PRACTITIONER.


(A) General. The Sponsor (or the M&P Mass
Submitter under Section 4.08 of Rev. Proc.
2005-16) or the Practitioner, without the
Employer’s consent, may amend
the Plan and Trust, from time to time: (1) to
conform the Plan and Trust to any changes to the
Code, regulations, revenue rulings, other
statements published by the IRS (including
adoption of model, sample or other required good
faith amendments that specifically provide that
their adoption will not cause such plan to be
individually designed); or (2) to make
corrections to the approved Plan.



(B) Notice to Employers. The Sponsor or
Practitioner must make reasonable and diligent
efforts to ensure adopting Employers have
actually received and are aware of all Sponsor
or Practitioner generated Plan amendments and
that such Employers complete and sign new
Adoption Agreements when necessary.



(C) Prohibited Amendments. Except under Section
11.03(A), the Sponsor or Practitioner may not
amend the Plan in any manner which would modify
any adopting Employer’s Plan existing Adoption
Agreement election without the Employer’s
written consent. In addition, the Sponsor or
Practitioner may not amend the Plan in any
manner which would violate Section 11.02(C).



(D) Volume Submitter Practitioner limitations. A
Practitioner may no longer amend the Plan as to
any adopting Employer which has amended its Plan
in a manner as would result in the type of plan
not permitted under the Volume Submitter program
or which would render the Plan an individually
designed plan not entitled to the Volume
Submitter remedial amendment period cycle. If an
Employer, because of a modification to the Plan
is required to obtain a favorable determination
letter to have reliance, the Practitioner may not
amend the Plan on behalf of the adopting Employer
unless the Employer obtains such a letter. If the
Employer adopts this Plan as a restated Plan, the
provisions of this Section 11.03 permitting a
Practitioner to amend the Plan apply on and after
the date the Employer executes the restated Plan;
provided that such provisions may have applied on
an earlier date (but not before February 17,
2005) if the prior Plan document provided for
such Practitioner amendments.



(E) Mass Submitter Amendment. If the Sponsor does
not adopt the amendments made by the Mass
Submitter, the Sponsor will no longer be the
sponsor of an identical or minor modifier
Prototype Plan of the Mass Submitter.




     11.04 FROZEN PLAN.


(A) Employer Action to Freeze. The Employer
subject to Section 11.02(C) and by proper
Employer action has the right, at any time, to
suspend or discontinue all contributions under
the Plan and thereafter to continue to maintain
the Plan as a Frozen Plan (subject to such
suspension or discontinuance) until the Employer
terminates the Plan. During any period while the
Plan is frozen, the Plan Administrator will
continue to: (1) allocate forfeitures, if any, in
accordance with Section 3.07, irrespective of
when the forfeitures occur; and (2) operate the
Plan in accordance with its terms other than
those related to the making and allocation of
additional (new) contributions. If the Employer
under a Profit Sharing Plan or a 401(k) Plan
completely discontinues contributions (including
Elective Deferrals), the Plan Administrator will
treat the Plan as a Frozen Plan.



(B) Vesting. Upon the Employer’s freezing under
Section 11.04(A) of the Plan which is a Profit
Sharing Plan or 401(k) Plan, an affected
Participant’s right to his/her Account Balance
is 100% Vested, irrespective of the Vested
percentage which otherwise would apply under
Article V.




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(C) Not a Termination. A resolution or an
amendment to discontinue all future
contributions, but otherwise to continue
maintenance of this Plan, is not a Plan
termination for purposes of Section 11.05.




     11.05 PLAN TERMINATION.


(A) Employer Action to Terminate. The Employer
subject to Section 11.02(C) and by proper
Employer action has the right, at any time, to
terminate this Plan and the Trust created and
maintained under the Plan. Any termination of
the Plan under this Section 11.05(A) is not
effective until compliance with applicable
notice requirements under ERISA, if any. The
Plan will terminate upon the first to occur of
the following:




     (1) Specified date. The Effective Date
of termination specified by proper Employer
action; or



     (2) Employer no longer exists. The Effective
Date of dissolution or merger of the Employer,
unless a successor makes provision to continue
the Plan, in which event the successor must
substitute itself as the Employer under this
Plan.


(B) QTA Action to Terminate Abandoned Plan.




     (1) Definition of Qualified Termination
Administrator (QTA). A QTA is an entity which:
(a) is eligible to serve as trustee or issuer of
an individual retirement account or of an
individual retirement annuity; and (b) holds the
assets of the abandoned Plan.



     (2) QTA procedure. A QTA, after making
reasonable efforts to contact the Employer, may
make a determination that the Employer has
abandoned the Plan and give notice thereof to the
DOL. The QTA then may: (i) update Plan records;
(ii) calculate benefits; (iii) allocate assets
and expenses; (iv) report to DOL any delinquent
contributions; (v) engage service providers and
pay reasonable Plan expenses; (vi) provide
required notice to Participants and Beneficiaries
regarding the Plan termination; (vii) distribute
Plan benefits; (viii) file the Form 5500 terminal
report and give notice to DOL of completion of
the termination; and (ix) take all other
reasonable and necessary actions to wind-up and
terminate the Plan. A QTA will undertake all
actions under this Section 11.05(B) in accordance
with Applicable Law, including Prohibited
Transaction Class Exemption 2006-06, relating to
the QTA’s services and compensation for services.


(C) Vesting. Upon either full or partial
termination of the Plan, an affected
Participant’s right to his/her Account Balance is
100% Vested, irrespective of the Vested
percentage which otherwise would apply under
Article V.



(D) General Procedure upon Termination. Upon
termination of the Plan, the distribution
provisions of Article VI remain operative, with
the following exceptions:




     (1) If no consent required. If the
Participant’s Vested Account Balance does not
exceed $5,000 (or exceeds $5,000 but the
Participant has attained the later of age 62 or
Normal Retirement Age), the Plan Administrator
will direct the Trustee to distribute in cash
(subject to Section 8.04) the Participant’s
Vested Account Balance to him/her in a Lump-Sum
as soon as administratively practicable after
the Plan terminates.



     (2) If consent required. If the
Participant’s Vested Account Balance exceeds
$5,000 and the Participant has not attained the
later of age 62 or Normal Retirement Age, the
Participant or the Beneficiary may elect to have
the Trustee commence distribution in cash
(subject to Section 8.04) of his/her Vested
Account Balance in a Lump-Sum as soon as
administratively practicable after the Plan
terminates. If a Participant with consent rights
under this Section 11.05(D)(2) does not elect an
immediate Lump-Sum distribution with spousal
consent if required, to liquidate the Trust, the
Plan Administrator will instruct the Trustee or
Custodian to purchase a deferred Annuity Contract
for the Participant which protects the
Participant’s distribution rights under the Plan.



     (3) Lower dollar amount. As provided in
Section 6.09, the Employer in Appendix B may
provide for a lower dollar threshold than
$5,000 under this Section 11.05(D).


(E) Profit Sharing Plan. If the Plan is a Profit
Sharing Plan, in lieu of applying Section
11.05(D) and the distribution provisions of
Article VI, the Plan Administrator will direct
the Trustee to distribute in cash (subject to
Section 8.04) each Participant’s Vested Account
Balance, in a Lump-Sum, as soon as
administratively practicable after the
termination of the Plan, irrespective of the
amount of the Participant’s Vested Account
Balance, the Participant’s age and whether the
Participant consents to the distribution.




     (1) Limitations. This Section 11.05(E)
does not apply if: (a) the Plan at termination
provides for distribution of an Annuity
Contract which is a Protected Benefit and which
the Employer may not (or does not) eliminate by
Plan amendment; or (b) as of the period between
the Plan termination date and the final
distribution of assets, the Employer maintains
any other Defined Contribution Plan (other than
an ESOP). If clause (b) applies, the Plan
Administrator to facilitate Plan termination
may direct the Trustee to transfer the Account
of any non-consenting Participant to the other
Defined Contribution Plan.


(F) 401(k) Plan Distribution Restrictions. If the
Plan is a 401(k) Plan or if the Plan as the
result of a Transfer holds Restricted 401(k)
Accounts under Section 6.01(C)(4)(b), a
Participant’s Restricted 401(k) Accounts are
distributable on account of Plan termination, as
described in this Section 11.05, only if: (i) the
Employer (including any Related Employer,
determined as of the Effective Date of Plan
termination) does not maintain an Alternative
Defined Contribution Plan and the Plan
Administrator distributes the Participant’s
entire Vested Account
Balance in a Lump-Sum; or (ii) the Participant
otherwise is entitled under the Plan to a
distribution of his/her Vested Account Balance.




     (1) Definition of Alternative Defined
Contribution Plan. An Alternative Defined
Contribution Plan is a Defined Contribution Plan
(other than an ESOP, simplified employee pension
plan, 403(b) plan, SIMPLE IRA or 457 plan) the
Employer (or a Related Employer) maintains
beginning at the Plan termination Effective Date
of the Plan and ending twelve months after the
final distribution of assets. However, a plan is
not an Alternative Defined Contribution Plan if
less than 2% of the Employees eligible to
participate in the terminating Plan are eligible
to participate (beginning 12 months prior to and
ending 12 months after the Plan’s termination



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Effective Date) in the potential
Alternative Defined Contribution Plan.



(G) Continuing Trust Provisions. The Trust will
continue until the Trustee in accordance with
the direction of the Plan Administrator has
distributed all of the benefits under the Plan.
On each Valuation Date, the Plan Administrator
will credit any part of a Participant’s Account
Balance retained in the Trust with its share of
Earnings. Upon termination of the Plan, any
suspense account under Section 4.01 will revert
to the Employer, subject to the conditions of
the Treasury regulations permitting such a
reversion.



(H) Lost Participants. The Trustee will
distribute the Accounts of lost Participants in
a terminating Plan in accordance with the Plan
Administrator’s direction under Section 7.07(B).




     11.06 MERGER/DIRECT TRANSFER.


(A) Authority. The Trustee, at the direction of
the Plan Administrator, possesses the specific
authority to enter into merger agreements or
direct transfer of assets agreements with the
trustees of other retirement plans described in
Code §401(a), and to accept the direct transfer
of plan assets to the Trust, or to transfer Plan
assets, as a party to any such agreement. This
authority includes Nonelective Transfers
described in Section 11.06(D) and Elective
Transfers described in Section 11.06(E).



(B) Code §414(l) Requirements. The Trustee may
not consent to, or be a party to, any merger or
consolidation with another plan, or to a transfer
of assets or liabilities to another plan (or from
the other plan to this Plan), unless immediately
after the merger, consolidation or transfer, the
surviving plan provides each Participant a
benefit equal to or greater in amount than the
benefit each Participant would have received had
the transferring plan terminated immediately
before the merger or the consolidation or the
transfer; provided that 100% immediate vesting is
not required upon merger, consolidation or
transfer, except if an Elective Transfer is made
under Section 11.06(E)(3).



(C) Administration of Transferred Amount. The
Trustee will hold, administer and distribute the
transferred assets as a part of the Trust Fund
and the Trustee must maintain a separate
Employer Contribution Account for the benefit of
the Employee on whose behalf the Trustee
accepted the Transfer in order to reflect the
value of the transferred assets and as necessary
to preserve Protected Benefits.



(D) Nonelective Transfers. The Trustee may enter
into an agreement with the trustee of any other
plan described in Section 11.06(A) to transfer as
a Nonelective Transfer all or a portion of the
Account(s) of one or more Participants to the
other plan, or to receive Nonelective Transfers
into the Plan. A Nonelective Transfer is a
Transfer without the consent or election of the
affected Participant(s). In the event of a
Nonelective Transfer, the trustee of the
transferee plan must preserve all Protected
Benefits under the transferor plan, unless the
trustee or other appropriate party takes proper
action to eliminate any of such Protected
Benefits as Applicable Law may permit.



(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. A Code
§411(d)(6)(D) Transfer means a Transfer under
Code §411(d)(6)(D) between Defined Contribution
Plans, and which a Participant or Beneficiary
elects following required statutory notice.
Under this Section 11.06(E)(1), the Account need
not be distributable at the time of Transfer and
Protected Benefits specifically relating to
distribution methods do not carry over to the
transferee plan, except under Section 6.04 if
applicable.



     (2) Acquisition or employment change
Transfer. An acquisition or employment change
Transfer means a Transfer under Treas. Reg.
§1.411(d)-4 Q/A-3(b), between such Defined
Contribution Plans as described therein, and
which a Participant elects. Under this Section
11.06(E)(2), the Account need not be
distributable at the time of Transfer and
Protected Benefits do not carry over to the
transferee plan, except under Section 6.04 if
applicable.



     (3) Distributable event Transfer. A
distributable event Transfer means a Transfer
under Treas. Reg. §1.411(d)-4 Q/A-3(c), between
Code §401(a) plans, and which a Participant
elects. Under this Section 11.06(E)(3), the
Account must be distributable at the time of
Transfer, but not entirely as a Lump-Sum which is
an Eligible Rollover Distribution. Protected
Benefits do not carry over to the transferee
plan.


(F) Pre-Participation Transfers. The Trustee
under this Section 11.06 may accept a Transfer of
plan assets on behalf of an Employee prior to the
date the Employee satisfies the Plan’s
eligibility conditions or prior to
reaching the Entry Date. If the Trustee accepts
such a direct Transfer of plan assets, the Plan
Administrator and the Trustee must treat the
Employee as a limited Participant as described in
Section 3.08(C).




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ARTICLE XII

MULTIPLE EMPLOYER PLAN

[VOLUME SUBMITTER ONLY]




     12.01 ELECTION/OVERRIDING EFFECT.
This Article XII does not apply unless the
Employer establishes the Plan as a Multiple
Employer Plan described in Code §413(c) under a
Volume Submitter Adoption Agreement. Article XII
does not apply if the Plan is a Prototype Plan.
If the Employer elects in its Adoption Agreement
that the Plan is a Multiple Employer Plan, then
the provisions of this Article XII will apply as
of the Effective Date the Employer elects in its
Adoption Agreement to apply this Article XII. The
provisions of Article XII, if in effect,
supersede any contrary provisions in the Plan or
the Employer’s Adoption Agreement.



     12.02 DEFINITIONS. The following
definitions apply to this Article XII and
supersede any conflicting definition in the
Plan.


(A) Employee. Employee means any common law
employee, Self-Employed Individual, Leased
Employee or other person the Code treats as an
employee of a Participating Employer for
purposes of the Participating Employer’s
qualified plan. The Employer in its Adoption
Agreement or in a Participation Agreement may
designate any Employee, or class or group of
Employees, as an Excluded Employee under
Section 1.21(D).



(B) Lead Employer. The Lead Employer means the
Signatory Employer to the Adoption Agreement
Execution Page, and does not include any Related
Employer or Participating Employer except as
described in the next sentence. The Lead Employer
will be a Participating Employer only if the Lead
Employer executes a Participation Agreement to
the Adoption Agreement. The Lead Employer has the
same meaning as the Signatory Employer for
purposes of making Plan amendments and other
purposes as described in Section 1.23(A)
regardless of whether the Lead Employer is also a
Participating Employer under this Article XII. As
to the right of a Lead Employer to terminate the
participation of a Participating Employer, see
Section 12.12.



(C) Participating Employer. A “Participating
Employer” is a trade or business which, with the
consent of the Lead Employer, executes a
Participation Agreement to the Adoption
Agreement. A Participating Employer is an
Employer for all purposes of the Plan except as
provided in Section 1.23. A Participating
Employer may, but need not be a Related Employer.



(D) Professional Employer Organization (PEO). A
Professional Employer Organization (PEO) means
an
organization described in Rev. Proc. 2002-21.
Plan references to Rev. Proc. 2002-21 also
include any successor thereto. The Employer in
its Adoption Agreement will specify whether the
Lead Employer is a PEO, and in such event, the
term PEO is synonymous with the Lead Employer.
If the Lead Employer is a PEO, then:




     (1) Client Organization (“CO”). Each
Participating Employer (other than the PEO) is a
Client Organization as that term is used in Rev.
Proc. 2002-21.



     (2) Worksite Employee. A Worksite Employee
means a person on the PEO’s payroll who receives
amounts from the PEO for providing services to a
CO pursuant to a service agreement between the
PEO and the CO. For all purposes of this Plan, a
Worksite Employee will be deemed to be the
Employee of the CO for whom the Worksite
Employee performs services, and not an Employee
of the PEO.



     12.03 PARTICIPATING EMPLOYER
ELECTIONS. In its Adoption Agreement, the
Lead Employer will specify: (A) whether a
Participating Employer may modify any of the
Adoption Agreement elections; (B) which elections
the Participating Employer may modify; and (C)
any restrictions on the modifications. Any such
modification will apply only to the Employees of
that Participating Employer. The Participating
Employer will make any such modification by
election on its Participation Agreement to the
Lead Employer’s Adoption Agreement. To the extent
that the Adoption Agreement does not permit
modification of an election, any attempt by a
Participating Employer to modify the election has
no effect on the Plan and the Participating
Employer is bound by the Adoption Agreement terms
as completed by the Lead Employer.



     12.04 HCE STATUS. The Plan
Administrator will determine HCE status under
Section 1.21(E) separately with respect to each
Participating Employer.



     12.05 TESTING.


(A) Separate Status. The Plan Administrator will
perform the tests listed in this Section 12.05(A)
separately for each Participating Employer, with
respect to the Employees of that Participating
Employer. For this purpose, the Employees of a
Participating Employer, and their allocations and
Accounts, will be treated as though they were in
separate plan. Any Plan correction under Section
7.08 will only affect the Employees of the
Participating Employer. The tests subject to this
separate treatment are:




     (1) ADP. The ADP test in Section 4.10(B).



     (2) ACP. The ACP test in Section 4.10(C).



     (3) Nondiscrimination. Nondiscrimination
testing as described in Code §401(a)(4), the
applicable Treasury regulations, and Sections
4.06 and 4.07.



     (4) Coverage. Coverage testing as
described in Code §410(b), the applicable
Treasury regulations, and Sections 3.06(F) and
4.06.


(B) Joint Status. The Plan Administrator will
perform the following tests for the Plan as
whole, without regard to an Employee’s
employment by a particular
Participating Employer:




     (1) Annual Additions Limit. Applying the
Annual Additions Limit in Section 4.05(B).



     (2) Elective Deferral Limit. Applying the
Elective Deferral Limit in Section 4.10(A).



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Defined Contribution Prototype Plan




     (3) Catch-Up Limit. Applying the limit on
Catch-Up Deferrals in Section 3.02(D).



     12.06 TOP-HEAVY. The Plan will apply
the provisions of Article X separately to each
Participating Employer. The Plan will be
considered separate plans for each Participating
Employer and its Employees for purposes of
determining whether such a separate plan is
top-heavy or is entitled to the exemption
described in Section 10.05. For purposes of
applying Article X to a Participating Employer,
the Participating Employer and any business which
is a Related Employer to that Participating
Employer are the “Employer.” For purposes of
Article X, the terms “Key Employee” and “Non-Key
Employee” will refer only to the Employees of
that Participating Employer and/or its Related
Employers. If such a Participating Employer’s
separate Plan is top-heavy, then:


(A) Highest Contribution Rate. The Plan
Administrator will determine the Highest
Contribution Rate under Section 10.06(E) by
reference to the Key Employees and their
allocations in the separate plan of that
Participating Employer;



(B) Top-Heavy Minimum Allocation. The Plan
Administrator will determine the amount of any
required Top-Heavy Minimum Allocation under
Section 10.06(L) separately for that separate
plan; and



(C) Plan Which Will Satisfy. The Participating
Employer will make any additional contributions
Section 10.03 requires.




     12.07 COMPENSATION.


(A) Separate Determination. For the following
purposes, described in this Section 12.07(A),
the Plan Administrator will determine
separately a Participant’s Compensation for
each Participating Employer. Under this
determination, except as provided below,
Compensation from a Participating Employer
includes Compensation paid by a Related
Employer of that Participating Employer.




     (1) Nondiscrimination and coverage. All of
the separate tests listed in Section 12.05(A).



     (2) Top-Heavy. Application of the top-heavy
rules in Article X.



     (3) Allocations. Application of allocations
under Article III. However, the Employer’s
Adoption Agreement elections control the extent
to which Compensation for this purpose includes
Compensation of Related Employers.



     (4) HCE determination. The determination
of an Employee’s status as an HCE.


(B) Joint Status. For all Plan purposes other
than those described in Section 12.07(A),
including but not limited to determining the
Annual Additions Limit in Section 4.05(B),
Compensation includes all Compensation paid by or
for any Participating Employer or Related
Employer.




     12.08 SERVICE. An Employee’s Service
includes all Hours of Service and Years of
Service with any and all Participating Employers
and their Related Employers. An
Employee who terminates employment with one
Participating Employer and immediately commences
employment with another Participating Employer
has not incurred a Separation from Service or a
Severance from Employment.



     12.09 REQUIRED MINIMUM
DISTRIBUTIONS. If a Participant is a more
than 5% Owner (under Code §416(i) and Section
6.02(E)(7)(a)) of any Participating Employer for
which the Participant is an Employee in the Plan
Year the Participant attains age 70 1/2, then
the Participant’s RBD under Section 6.02(E)(7)
will be the April 1 following the close of the
calendar year in which the Participant attains
age 70 1/2.



     12.10 COOPERATION AND INDEMNIFICATION.


(A) Cooperation. Each Participating Employer
agrees to timely provide to the Plan
Administrator upon request all information the
Plan Administrator deems necessary to ensure the
Plan is operated in accordance with Applicable
Law. Each Participating Employer will cooperate
fully with the Plan Administrator, the Lead
Employer, and with Plan fiduciaries and other
proper Plan representatives in maintaining the
qualified status of the Plan. Such cooperation
will include payment of such amounts into the
Plan, to be allocated to Employees of the
Participating Employer, which are reasonably
required to maintain the tax-qualified status of
the Plan.



(B) Indemnity. Each Participating Employer will
indemnify and hold harmless the Plan
Administrator, the Lead Employer, the Plan, the
Trustee, other Plan fiduciaries, other
Participating Employers, Participants and
Beneficiaries, and as applicable, their
subsidiaries, officers, directors, shareholders,
employees, and agents, and 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 all IRS or DOL
Plan disqualification, fiduciary breach or other
sanctions, compliance fees or penalties) arising
out of or relating to: (1) the Participating
Employer’s noncompliance with any of the Plan’s
terms or requirements; or (2) the Participating
Employer’s intentional or negligent act or
omission with regard to the Plan.




     12.11 PEO TRANSITION RULES. If the
Lead Employer is a PEO, and the Article XII
Effective Date is after the later of the Plan’s
Effective Date or Restated Effective Date, then
the following transition rules will apply to
the Transition Year:


(A) Definition of Transition Year. The
Transition Year is the Plan Year which includes
the Article XII Effective
Date.



(B) Definition of Look-Back Year. The Look-Back
Year is the Plan Year immediately prior to the
Transition Year.



(C) Employee Status. Unless the PEO designates
otherwise in Appendix B, for Plan Years ending
prior to the Transition Year the Worksite
Employees will be deemed to be Employees of the
PEO, except as otherwise specified in this
Article XII.




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(D) Distribution. The limitations of Section
6.01(C)(4) will not prohibit making any
distribution required by Rev. Proc. 2002-21.



(E) Top-heavy. The Determination Date under
Section 10.06(B) for the Transition Year is the
last day of the Transition Year. In its Adoption
Agreement, the PEO will specify whether Employer
Contributions for Worksite Employees for Plan
Years prior to the Transition Year will be
treated as contributions by the PEO, or as
contributions by the CO. If the contributions are
treated as PEO contributions, then the Plan
Administrator will disregard Account Balances
relating to those contributions (i.e., Employer
Contribution Account Balances prior to the
Transition Year and Earnings thereon) in
determining whether the separate plan of a
Participating Employer is top-heavy for the
Transition Year and later Plan Years under
Section 12.06.



(F) ADP/ACP Testing. The Plan Administrator will
treat the Transition Year as the first Plan Year
of the Plan for purposes of ADP and ACP testing
of a CO’s separate plan under Section 12.05.



(G) HCE Determination. If the Worksite Employee
performed services for the CO during the
Look-Back Year, then only for purposes of
determining HCE status, the Worksite Employee
will be deemed to be an Employee of the CO for
the Transition Year and the CO will be deemed to
have paid to the Worksite Employee any
Compensation the PEO paid to the Worksite
Employee during the Transition Year.



(H) Required Minimum Distributions. The
following rules apply with regard to each
Worksite Employee who, prior to January 1, 2004:
(i) attained age 70 1/2 (ii) was still on the
payroll of the PEO, and (iii) had not commenced
receiving RMDs under Section 6.02.




     (1) Determination of 5% owner status. The
Plan Administrator will determine whether such a
Worksite Employee is a more than 5% owner under
Section 6.02(E)(7)(a) based on whether the
Worksite Employee is a more than 5% owner on the
first day of the Transition Year. Alternatively,
in Appendix B, the PEO may specify that the
determination is made with reference to the Plan
Year ending in the calendar year the Worksite
Employee attained age 70 1/2.



     (2) Required Beginning Date. The Required
Beginning Date under Section 6.02(E)(7) of a
more than 5% owner under Section 12.11(H)(1)
will be April 1, 2005.



     12.12 INVOLUNTARY TERMINATION. Unless the
Lead Employer provides otherwise in Appendix B,
the Lead Employer may terminate the
participation of any Participating Employer
(hereafter, “Terminated Employer”) in this Plan.
If the Lead Employer acts under this Section
12.12, the following will occur:


(A) Notice. The Lead Employer will give the
Terminated Employer a notice of the Lead
Employer’s intent to terminate the Terminated
Employer’s status as a Participating Employer of
the Plan. The Lead Employer will provide such
notice not less than 30 days prior to the Effective Date of termination unless the Lead
Employer determines that the interests of Plan
Participants requires earlier termination.



(B) Spin-off. The Lead Employer will establish a
new Defined Contribution Plan, using the
provisions of this Plan with any modifications
contained in the Terminated Employer’s
Participation Agreement, as a guide to establish
a new Defined Contribution Plan (the “Spin-off
Plan”). The Lead Employer will direct the Trustee
to transfer (in accordance with the rules of Code
§414(l) and the provisions of Section 11.06) the
Accounts of the Employees of the Terminated
Employer to the Spin-off Plan. The Terminated
Employer will be the Employer, Plan
Administrator, and Sponsor of the Spin-off Plan.
The Trustee of the Spin-off Plan will be the
person or entity designated by the Terminated
Employer, or, in the absence of any such
designation, the Terminated Employer itself. If
state law prohibits the Terminated Employer from
serving as Trustee, the Trustee is the president
of a corporate Terminated Employer, the managing
partner of a partnership Terminated Employer, the
managing member of a limited liability company
Terminated Employer, the sole proprietor of a
proprietorship Terminated Employer, or in the
case of any other entity type, such other person
with title and responsibilities similar to the
foregoing. Notwithstanding the preceding
sentence, the Lead Employer may designate a
financial institution as Trustee if the Lead
Employer, in its sole discretion, deems it
necessary to protect the interests of the
Participants. The Lead Employer may charge the
Terminated Employer or the Accounts of the
Employees of the Terminated Employer with the
reasonable expenses of establishing the Spin-off
Plan.



(C) Alternatives. The Terminated Employer, in
lieu of the Lead Employer’s creation of the
Spin-off Plan under Section 12.12(B), may elect
one of the two other alternatives under Sections
12.12(C)(1) or (2) to effect the termination of
its status as a Participating Employer. To elect
an alternative, the Terminated Employer must give
notice to the Lead Employer of its choice, and
must supply any documentation which the Lead
Employer reasonably may require as soon as is
practical and before the Effective Date of
termination. If the Lead Employer has not
received such notice and any required
documentation within 5 days prior to the
Effective Date of termination, the Lead Employer
may proceed with the Spin-off Plan under Section
12.12(B).




     (1) Distribution. The Lead Employer will
direct the Trustee to distribute the Account
Balances of the Employees of the Terminated
Employer as soon as practical after termination.
However, if such an Employee also is employed by
another Participating Employer, the Trustee will
not distribute, but will continue to hold that
Employee’s Account Balance pursuant to the terms
of the Plan. All Account Balances distributed
under this Section 12.12(C)(1) will be 100%
Vested. However, no such distribution may violate
the restrictions of Sections 6.01(C)(4)(b) and
(c). If this Plan includes Restricted 401(k)
Accounts under Section 6.01(C)(4)(b), the
termination of the Participating Employer’s
sponsorship of this Plan will be deemed to be a
termination of the Plan and the Plan Year as to
the Employees receiving distributions under this Section 12.12(C)(1);
however, the Terminated Employer must deliver to
the Lead Employer such documentation or other
assurances that the Plan Administrator reasonably
requires to affirm that the Terminated Employer
has neither established nor will establish a
Alternative Defined Contribution Plan in
violation of Section 11.05(F).



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Defined Contribution Prototype Plan




     (2) Transfer. The Lead Employer will direct
the Trustee to transfer (in accordance with the
rules of Code §414(l) and the provisions of
Section 11.06) the Accounts of the Employees of
the Terminated Employer to a qualified plan the
Terminated Employer maintains. Under this Section
12.12(C)(2), the Terminated Employer must deliver
to the Lead Employer in writing such identifying
and other relevant information regarding the
transferee plan and must provide such assurances
as the Lead Employer may reasonably require that
the transferee plan is a qualified plan.


(D) Participants. The Employees of the
Terminated Employer will cease to be eligible to
accrue additional benefits under the Plan with
respect to Compensation paid by the Terminated
Employer, as of the Effective Date of the
termination. To the extent that these Employees
have accrued but unpaid contributions as of such
Effective Date, the Terminated Employer will pay
such amounts to the Plan or to the Spin-off Plan
no later than 30 days after the Effective Date
of termination, unless the Terminated Employer
has elected the transfer alternative under
Section 12.12(C)(2).



(E) Consent. By its execution of the
Participation Agreement, the Terminated
Employer specifically consents to the
provisions of this Article XII, and in
particular, this Section 12.12 and agrees to
perform its responsibilities with regard to
the Spin-off Plan, if necessary.




     12.13 VOLUNTARY TERMINATION. A
Participating Employer (hereafter “Withdrawing
Employer”) may voluntarily withdraw from
participation in the Plan at any time. If and
when a Withdrawing Employer wishes to withdraw,
the following will occur:


(A) Notice. The Withdrawing Employer will inform
the Lead Employer and the Plan Administrator of
its intention to withdraw from the Plan. The
Withdrawing Employer must give the notice not
less than 30 days prior to the Effective Date of
its withdrawal.



(B) Procedure. The Withdrawing Employer and the
Lead Employer will agree upon procedures for the
orderly withdrawal of the Withdrawing Employer
from the Plan. Such procedures, as they relate
to the Accounts of the Employees of the
Withdrawing Employer, may include any
alternative described in Sections 12.12(B) and
(C).



(C) Costs. The Withdrawing Employer will bear all
reasonable costs associated with withdrawal and
transfer under this Section 12.13.



(D) Participants. The Employees of the
Withdrawing Employer will cease to be eligible to
accrue additional benefits under the Plan as to
Compensation paid by the Withdrawing Employer, as
of the Effective Date of withdrawal. To the
extent that such Employees have accrued but
unpaid contributions as of such Effective Date,
the Withdrawing Employer will contribute such
amounts to the Plan or the Spin-off Plan promptly
after the Effective Date of withdrawal, unless
the Accounts are transferred to a qualified plan
the Withdrawing Employer maintains.




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Defined Contribution Prototype Plan




DEFINITIONS

MASTER LIST



Account. 1.01



Account Balance. 1.02



Accounting Date. 1.03



Accrued Benefit. 1.02



ACP Limit. 4.10(C)(1)



ACP Participant. 4.11(A)



ACR (actual contribution ratio). 4.10(C)(5)(a)



Actual Method. 1.31(A)(1)



Actuarial Factor. 3.04(B)(5)(b)



Additional Matching Contribution. 1.34(G), 3.05(F)(1).



Ad-Hoc. 6.03(A)(6)



Administrative Checklist. 7.02(C)(2)



Adoption Agreement. 1.04



ADP Limit. 4.10(B)(1)



ADP Participant. 4.11(B)



ADR (actual deferral ratio). 4.10(B)(4)(a)



Advisory Letter. 1.05



Aggregate Contributions. 4.10(C)(2)



Allocable Income. 4.11(C)



Alternative Annuity. 1.06(B), 6.03(A)(5)



Alternative Defined Contribution Plan. 11.05(F)(1)



Alternative (general) 415 Compensation. 1.11(B)(4)



Anniversary Year. 2.02(C)(3)



Annual Additions. 4.05(A)



Annual Additions Limit. 4.05(B)



Annuity Contract. 1.06



Annuity Starting Date. 1.06(A), 6.01(A)(2)(h)



Appendix. 1.07



Applicable Contribution Rate. 4.10(D)(1)(b)



Applicable Law. 1.08



Associated Matching Contribution. 3.07(A)(1)(b)



Automatic Deferral. 1.20(C), 3.02(B)(1)



Automatic Deferral Amount/Increases. 3.02(B)(2)



Automatic Rollover. 6.08(D)



Basic Matching Contribution. 1.34(E), 3.05(E)(4)



Beneficiary. 1.09



Benefit Factor. 3.04(B)(5)(a)



Break in Service. 1.31(A)(3)(i), 2.03(A), 5.06(A)



Cash or Deferred Arrangement (CODA). 3.02(C)



Cash-Out Distribution. 5.04(A)(1)



Catch-Up Deferral. 1.20(D), 3.02(D)(2).



Catch-Up Eligible Participant. 3.02(D)(1)



Client Organization (“CO”). 12.02(D)(1)



Code. 1.10



Code §415 Aggregated Plan. 4.02(A)(1)



Code §415 Compensation. 1.11(B)(3)



Code §3401(a) Wages. 1.11(B)(2)



Collective Bargaining Employees. 1.21(D)(1)



Combined Plans Limitation. 4.02(B)(1)



Compensation. 1.11, 1.21(E)(3), 3.05(C),
3.11(C), 3.12(C)(4)(c), 4.05(C), 4.07(D),
4.07(E), 4.11(D), 10.06(A)



Contract(s). 9.09(A)



Contrary Election. 3.02(B)(4)



Contribution Types. 1.12



Cross-Over Date. 4.06(C)(1)(c)



Current Year Testing. 4.11(E)



Custodian. 1.65



DCD. 6.02(E)(3)



DCY. 6.02(E)(2)



Deductible Employee Contributions (DECs). 1.22, 3.13



Deemed Disability Compensation. 1.11(K)



Deemed 125 Compensation. 1.11(C)



Defined Benefit Plan. 1.14



Defined Contribution Plan. 1.13



Designated Beneficiary. 6.02(E)(1)




© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan



Designated IRA Contribution. 1.16



Determination Date. 10.06(B)



Determination (look-back) Period. 10.06(C)



Direct Rollover. 6.08(F)(1)



Disability. 1.15



Discretionary Matching Contribution.
1.34(B)



Discretionary Nonelective Contribution. 1.37(B)



Distribution Requiring Consent. 6.01(A)(2)(a)



Dividends. 9.09(B)



DOL. 1.17



Early Retirement Age. 5.01



Earned Income. 1.11(J)



Earnings. 1.18



Effective Date. 1.19



Elapsed Time Method. 1.31(A)(3)



Elective Deferrals. 1.20



Elective Deferral Limit. 4.10(A)(1)



Elective Transfer. 11.06(E)



Eligible Employee. 1.21(C)



Eligible Retirement Plan. 6.08(F)(2)



Eligible Rollover Distribution. 6.08(F)(3)



Eligibility Computation Period. 2.02(C)(1)



Employee. 1.21, 12.02(A)



Employee Contribution. 1.22



Employer. 1.23, 4.05(D), 10.06(D)



Employer Contribution. 1.24



Employment Commencement Date. 2.02(C)(4)



Enhanced Matching Contribution. 1.34(F), 3.05(E)(5).



Entry Date. 1.25, 2.02(D)(1).



EPCRS. 1.26



Equivalency Method. 1.31(A)(2)



ERISA. 1.27



Excess Aggregate Contributions. 4.10(C)(3)



Excess Amount. 4.05(E)



Excess Contributions. 4.10(B)(2)



Excess Deferral. 4.10(A)(2)



Excluded Compensation. 1.11(G)



Excluded Employee. 1.21(D)



Exempt Participants. 6.04(G)(1)



Final 401(k) Regulations Effective Date. 1.28



Fixed Matching Contribution. 1.34(A)



Fixed Nonelective Contribution. 1.37(A)



Forfeiture Break in Service. 5.06(B)



Frozen Plan. 1.40(B)



401(k) Plan. 1.29



401(m) Plan. 1.30



Gap Period. 4.11(F)



Gateway Contribution. 4.07(A)(1)



HCE. 1.21(E)



HCE Group. 4.10(B)(4)(b), 4.10(C)(5)(b), 4.11(G)



Highest Allocation Rate. 4.07(E)(1)



Highest Contribution Rate. 10.06(E)



Hour of Service. 1.31



Includible Employees. 4.06(C)(1)(a)



Individual Retirement Plan. 6.08(F)(4)



Initial Eligibility Computation Period. 2.02(C)(2)



In-Service Distribution. 6.01(C)(1)



Installments. 6.03(A)(4)



Insurable Participant. 9.09(C)



Investment Manager(s). 7.02(C)(8)



IRS. 1.32



Issuing Company. 9.09(D)



JLT. 6.02(E)(4)



Key Employee. 10.06(F)



Lead Employer. 1.23(B), 12.02(B)



Leased Employee. 1.21(B)



Life Annuity. 6.04(A)(4)



Life Expectancy. 6.02(E)(5)



Limitation Year. 1.33, 4.05(F)



Lookback Year. 12.11(B)




© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan



Lump–Sum. 6.03(A)(3)



M&P Plan. 1.48, 4.05(G)



Mandatory Distribution. 6.01(A)(1)(a)



Mass Submitter. 11.03(A)



Master Plan. 1.48



Matching Contribution. 1.34



Matching Rate. 4.10(D)(2)(b)



Modified AGI. 3.12(C)(4)(b)



Money Purchase Pension Contribution. 1.35



Money Purchase Pension Plan. 1.35



Multiple Employer Plan. 1.40(A)



Named Fiduciary. 1.36, 8.03(A)



NHCE. 1.21(F)



NHCE Group. 4.10(B)(4)(b), 4.10(C)(5)(b), 4.11(H)



Nonelective Contribution. 1.37



Nonelective Transfer. 11.06(D)



Non-Key Employee. 10.06(G)



Nonresident Aliens. 1.21(D)(2)



Nonstandardized Plan. 1.04(A)



Nontransferable Annuity. 1.06(C)



Normal Retirement Age. 5.01



Operational QNEC. 3.03(C)(2)



Opinion Letter. 1.38



Otherwise Excludible Employees. 4.06(C)(1)(a)



Participant. 1.39, 10.06(H)



Participant-Directed Accounts. 7.04(A)(2)(b)



Participant’s RMD Account Balance. 6.02(E)(6)



Participating Compensation. 1.11(H)(1)



Participating Employer. 1.23(D), 12.02(C)



Participation Agreement. 1.04(C)



Part-Time/Temporary/Seasonal Employees. 1.21(D)(4)



Period of Severance. 1.31(A)(3)(ii)



Permissive Aggregation Group. 10.06(I)



Plan. 1.40



Plan Administrator. 1.41



Plan Designated QNEC. 3.03(C)(1)



Plan Year. 1.42



Plan Year Compensation. 1.11(H)(2)



Pooled Accounts. 7.04(A)(2)(a)



Post-Severance Compensation. 1.11(I)



Practitioner. 1.43



Predecessor Employer. 1.44(A)



Predecessor Employer Service. 1.56(B)



Predecessor Plan. 1.44(B)



Predecessor Plan Service. 1.56(B)



Pre-Entry Compensation. 1.11(H)



Pre-Tax Deferral. 1.20(A)



Prevailing Wage Contract/Contribution. 1.45



Prior Year Testing. 4.11(I)



Professional Employer Organization (PEO). 12.02(D)



Profit Sharing Plan. 1.46



Protected Benefit. 1.47



Prototype Plan/Master Plan (M&P Plan). 1.48



QDRO. 1.49



QJSA. 1.06(D), 6.04(A)(1), 6.04(A)(2)



QMAC. 1.34(C)



QNEC. 1.37(C)



QPSA. 1.06(E), 6.04(B)(1)



Qualified Military Service. 1.50



Qualified Termination Administrator (QTA). 11.05(B)(1)



RBD. 6.02(E)(7)



Reclassified Employees. 1.21(D)(3)



Re-Employment Commencement Date. 2.02(C)(4)



Regular Matching Contribution. 1.34(D)



Related Employer. 1.23(C)



Related Employer Service. 1.56(A)



Related Group. 1.23(C)



Representative Contribution Rate. 4.10(D)(1)(a)



Representative Matching Rate. 4.10(D)(2)(a)



Required Aggregation Group. 10.06(J)




© 2008 Bank of Oklahoma, N.A.




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Defined Contribution Prototype Plan



Restated Plan. 1.51



Restricted 401(k) Accounts. 6.01(C)(4)(b)(ii)



Restricted Pension Accounts. 6.01(C)(4)(c)(ii)



RMD. 6.02(E)(8)



Rollover Contribution. 1.52



Roth Deferral. 1.20(B)



Safe Harbor Contribution. 1.53, 3.05(E)(1)



Safe Harbor 401(k) Plan. 1.29(B)



Safe Harbor Matching Contribution. 1.34(I), 3.05(E)(3).



Safe Harbor Nonelective Contribution. 1.37(E), 3.05(E)(2)



Salary Reduction Agreement. 1.54



Self-Employed Individual. 1.21(A)



Segregated Accounts. 7.04(A)(2)(c)



Separation from Service. 1.55



Service. 1.56



Severance from Employment. 1.55



Signatory Employer. 1.23(A)



SIMPLE Contribution. 1.57, 3.10(E)(1)



SIMPLE 401(k) Plan. 1.29(C)



SIMPLE Matching Contribution. 1.34(H), 3.10(E)(1).



SIMPLE Nonelective Contribution. 1.37(D), 3.10(E)(1)



SLT. 6.02(E)(9)



Sponsor. 1.58



Spouse. 7.05(A)(5)



Standardized Plan. 1.04(A)



Subsequent Eligibility Computation Period. 2.02(C)(5)



Successor Plan. 1.59



Survivor Annuity. 6.04(A)(4)



Target Benefit Contribution. 1.60



Target Benefit Plan. 1.60



Taxable Year. 1.61



Testing Year. 4.11(J)



Top-Heavy Minimum Allocation. 10.06(L)



Top-Heavy Ratio. 10.06(K)



Traditional 401(k) Plan. 1.29(A)



Transfer. 1.62



Transition Year. 12.11(A)



Trust. 1.63



Trust Fund. 1.64



Trustee. 1.65



ULT. 6.02(E)(10)



USERRA. 1.68



Valuation Date. 1.66, 7.04(B)(2)



Valuation Period. 7.04(B)(3)



VCY. 6.02(E)(11)



Vested/Vesting. 1.67



Vesting Computation Period. 5.05(B)



Volume Submitter Plan. 1.69



W-2 Wages. 1.11(B)(1)



Worksite Employee. 12.02(D)(2)



Year of Service. 2.02(A), 5.05(A)




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