Exhibit 10-90


	





	
 


	
SunTrust Bank

 NONSTANDARDIZED 401(K) PLAN


	






By executing this 401(k) plan
Adoption Agreement (the “Agreement”) under the SunTrust Bank Prototype Plan,
the Employer agrees to establish or continue a 401(k) plan for its Employees.
The 401(k) plan adopted by the Employer consists of the Basic Plan Document #02
(the “BPD”) and the elections made under this Agreement (collectively referred
to as the “Plan”). A Related Employer may jointly co-sponsor the Plan by
signing a Co-Sponsor Adoption Page, which is attached to this Agreement. (See
Section 22.164 of the BPD for the definition of a Related Employer.) This Plan is effective as of the Effective Date
identified on the Signature Page of this Agreement. 


	
 

	
 

	
 


	
1. 

	
 

	
Employer
 Information


	
 

	
 


	
 

	
a.

	
Name and
 address of Employer executing the Signature Page of this Agreement: Bluegreen Corporation 4960 Conference Way North, Suite
 100 Boca Raton, Florida 33431


	
 

	
 

	
 


	
 

	
b.

	
Employer
 Identification Number (EIN) for the Employer: 03-0300793


	
 

	
 

	
 


	
 

	
c.

	
Business
 entity of Employer (optional):








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
x

	
(1)

	
C-Corporation

	
o

	
(2)

	
S-Corporation


	
 

	
 

	
o

	
(3)

	
Limited Liability
 Corporation

	
o

	
(4)

	
Sole Proprietorship


	
 

	
 

	
o

	
(5)

	
Partnership

	
o

	
(6)

	
Limited Liability
 Partnership


	
 

	
 

	
o

	
(7)

	
Government

	
o

	
(8)

	
Other ____________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
Last day
 of Employer’s taxable year (optional): December 31


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
e.

	
Does the
 Employer have any Related Employers (as defined in Section 22.164 of the BPD)?


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
x

	
(1)

	
Yes

	
o

	
(2)

	
No


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
f.

	
If e. is
 yes, list the Related Employers (optional):


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Bluegreen Southwest One,
 L.P.; BXG Realty Tenn., Inc.; Resort Title Agency, Inc.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Bluegreen Carolina Lands,
 LLC; Jordan Lake Preserve Corp.; Bluegreen Southwest Land, Inc.; Catawba
 Falls, LLC., Bluegreen Vacations Unlimited, Ltd., Bluegreen Communities of
 Texas, L.P.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
[Note: This Plan will cover Employees of a Related Employer only if such Related Employer
executes a Co-Sponsor Adoption
Page. Failure to cover the Employees of a Related Employer may result in a
violation of the minimum coverage
rules under Code §410(b). See Section 1.3 of the BPD.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2.

	
 

	
Plan
 Information


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
Name of
 Plan: Bluegreen
 Corporation Retirement Savings Plan


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
Plan
 number (as
 identified on the Form 5500 series filing for the Plan): 001


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
Trust
 identification number
 (optional): ___________________________________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
Plan Year: [Check (1) or (2). Selection (3) may be selected in addition to (1) or (2) to identify a Short Plan
Year.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
x

	
(1)

	
The calendar year.


	
 

	
 

	
o

	
(2)

	
The 12-consecutive month
 period ending _______.


	
 

	
 

	
o

	
(3)

	
The Plan has a Short Plan
 Year beginning _____ and ending _______.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
3.

	
 

	
Types of
 Contributions


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
The following types of
 contributions are authorized under this Plan. The selections made below
 should correspond with the selections made under Parts 4A, 4B, 4C, 4D and 4E
 of this Agreement.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
x

	
a.

	
Section
 401(k) Deferrals
 (see Part 4A).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
x

	
b.

	
Employer
 Matching Contributions
 (see Part 4B).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
x

	
c.

	
Employer Nonelective
Contributions (see Part 4C). 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
d.

	
Employee
 After-Tax Contributions (see Part 4D).








	
 


	



	
© 2001
SunTrust Bank  


	
 


	
1













	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
e.

	
Safe
 Harbor Matching Contributions (see Part 4E, #27).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
f.

	
Safe
 Harbor Nonelective Contributions (see Part 4E, #28).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
g.

	
None. This Plan is a frozen Plan effective ___ (see
 Section 2.1(d) of the BPD).








	
 


	
Part 1 -
 Eligibility Conditions


	
 


	
(See
 Article 1 of the BPD)








	
 

	
 


	
4.

	
Excluded
Employees. [Check a. or any combination of b. - f.  for those
contributions the Employer elects to make under Part 4 of this Agreement. See Section 1.2 of the BPD for rules regarding the
determination of Excluded Employees
for Employee After-Tax Contributions, QNECs, QMACs and Safe Harbor
Contributions.]  








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

 §401(k)

 Deferrals

	
 

	
(2)

 Employer

 Match

	
 

	
(3)

 Employer

 Nonelective

	
 

	
 


	
 


	
 

	
a.

	
o

	
 

	
o

	
 

	
o

	
 

	
No excluded categories of
 Employees.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
x

	
 

	
x

	
 

	
x

	
 

	
Union Employees (see
 Section 22.202 of the BPD).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
o

	
 

	
o

	
 

	
o

	
 

	
Nonresident Alien Employees
 (see Section 22.124 of the BPD).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
x

	
 

	
x

	
 

	
x

	
 

	
Leased Employees (see Section
 1.2(b) of the BPD).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
e.

	
o

	
 

	
o

	
 

	
o

	
 

	
Highly Compensated
 Employees (see Section 22.99 of the BPD).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
f.

	
o

	
 

	
o

	
 

	
o

	
 

	
(Describe Excluded
 Employees): ____________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
5.

	
Minimum
age and service conditions for becoming an Eligible Participant. [Check
a. or check b. and/or any one of c.
- e.  for those contributions the Employer elects to make under Part 4 of this
Agreement. Selection f. may be checked instead of or in addition to any selections under
b. - e. See Section 1.4 of the
BPD for the application of the minimum age and service conditions for purposes of Employee After - Tax Contributions, QNECs, QMACs
and Safe Harbor Contributions.
See Part 7 of this Agreement for special service crediting rules.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

 §401(k)

 Deferrals

	
 

	
(2)

 Employer

 Match

	
 

	
(3)

 Employer

 Nonelective

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
o

	
 

	
o

	
 

	
o

	
 

	
None (conditions are met on
 Employment Commencement Date).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
x

	
 

	
x

	
 

	
x

	
 

	
Age 21 (cannot exceed age
 21).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
x

	
 

	
x

	
 

	
x

	
 

	
One Year of Service.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
o

	
 

	
o

	
 

	
o

	
 

	
___ consecutive months (not
 more than 12) during which the Employee completes at least ___ Hours of
 Service (cannot exceed 1,000). If an Employee does not satisfy this
 requirement in the first designated period of months following his/her
 Employment Commencement Date, such Employee will be deemed to satisfy this
 condition upon completing a Year of Service (as defined in Section 1.4(b) of
 the BPD).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
e.

	
N/A

	
 

	
o

	
 

	
o

	
 

	
Two Years of Service. [Full and immediate vesting must be selected under Part 6 of this Agreement.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
f.

	
o

	
 

	
o

	
 

	
o

	
 

	
(Describe eligibility
 conditions): ____________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
[Note: Any conditions provided under f. must be described in a manner that precludes Employer discretion and must satisfy the nondiscrimination requirements of §1.401(a)(4) of the regulations, and may not cause the Plan to violate the provisions of Code §410(a).]








	
 


	



	
© 2001
 SunTrust Bank


	
 


	
2













	
 

	
 

	
 

	
 


	
o  6. 

	
Dual
 eligibility. Any
 Employee (other than an Excluded Employee) who is employed on the date
 designated under a. or b. below, as applicable, is deemed to be an Eligible
 Participant as of the later of the date identified under this #6 or the
 Effective Date of this Plan, without regard to any Entry Date selected under
 Part 2. See Section 1.4(d)(2) of the BPD. [Note: If
 this #6 is checked, also check a. or b. If this #6 is not checked, the provisions of Section 1.4(d)(1) of the BPD apply.]


	
 

	
 

	
 

	
 


	
 

	
o 

	
a.

	
The Effective Date of this
 Plan.


	
 

	
 

	
 

	
 


	
 

	
o 

	
b.

	
(Identify date)
___________________________________________________________


	
 

	
 

	
 

	
 


	
 

	
[Note: Any date specified under b. may not cause the Plan
 to violate the provisions of Code §410(a).
 See Section 1.4 of the BPD.]








	
 


	
Part 2 -
 Commencement of Participation


	
 


	
(See
 Section 1.5 of the BPD)








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
7.

	
Entry Date
 upon which participation begins after completing minimum age and service
 conditions under Part 1, #5 above. [ Check one of a. - e. for those
 contributions the Employer
 elects to make under Part 4 of this Agreement. See Section 1.5 of the BPD for determining the Entry
 Date applicable to Employee
 After-Tax Contributions, QNECs, QMACs
 and Safe Harbor Contributions.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

 §401(k)

 Deferrals

	
 

	
(2)

 Employer

 Match

	
 

	
(3)

 Employer

 Nonelective

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
o

	
 

	
o

	
 

	
o

	
 

	
The next following Entry
 Date (as defined in #8 below).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
x

	
 

	
x

	
 

	
x

	
 

	
The Entry Date (as defined
 in #8 below) coinciding with or next following the completion of the age and
 service conditions.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
N/A

	
 

	
o

	
 

	
o

	
 

	
The nearest Entry Date (as
 defined in #8 below).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
N/A

	
 

	
o

	
 

	
o

	
 

	
The preceding Entry Date
 (as defined in #8 below).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
e.

	
o

	
 

	
o

	
 

	
o

	
 

	
The date the age and
service conditions are satisfied. [Also
check #8.e. below for the same type of contribution(s) checked here.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
8.

	
Definition
 of Entry Date. [Check one of a. - e. for those contributions the
 Employer elects to make under Part 4 of this Agreement. Selection f. may be checked instead of or in addition to a. - e. See Section
 1.5 of the BPD for determining the
 Entry Date applicable to Employee After-Tax Contributions, QNECs, QMACs and
 Safe Harbor Contributions.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

 §401(k)

 Deferrals

	
 

	
(2)

 Employer

 Match

	
 

	
(3)

 Employer

 Nonelective

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
o

	
 

	
o

	
 

	
o

	
 

	
The first day of the Plan
 Year and the first day of 7th month of the Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
x

	
 

	
x

	
 

	
x

	
 

	
The first day of each
 quarter of the Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
o

	
 

	
o

	
 

	
o

	
 

	
The first day of each month
 of the Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
o

	
 

	
o

	
 

	
o

	
 

	
The first day of the Plan
 Year. [If #7.a. or #7.b. above is checked
 for the same type of contribution as checked here, see the restrictions in Section 1.5(b) of the
 BPD.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
e.

	
o

	
 

	
o

	
 

	
o

	
 

	
The date the conditions in
Part 1, #5. above are satisfied. [This e.
should be checked for a particular type of contribution only if #7.e. above
is also checked for that type of contribution.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
f.

	
o

	
 

	
o

	
 

	
o

	
 

	
(Describe Entry Date)
 ___________________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
[Note: Any Entry Date designated in f. must comply with
 the requirements of Code §410(a)(4) and must satisfy the nondiscrimination
 requirements under §1.401(a)(4) of the regulations. See Section 1.5(a) of the
 BPD.]








	
 


	



	
© 2001
 SunTrust Bank


	
 


	
3













	
 


	
Part 3 -
 Compensation Definitions





(See Sections 22.102 and 22.197 of the BPD)


	
 

	
 

	
 

	
 


	
9.

	
Definition
 of Total Compensation:


	
 

	
 


	
 

	
o

	
a.

	
W-2 Wages.


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Withholding Wages.


	
 

	
 

	
 

	
 


	
 

	
x

	
c.

	
Code §415 Safe Harbor
 Compensation.


	
 

	
 

	
 

	
 


	
 

	
[Note:
Each of the above definitions is increased for Elective Deferrals (as defined
in Section 22.61 of the BPD), for pre-tax contributions to a cafeteria plan
or a Code §457 plan, and for qualified transportation fringes under Code
§132(f)(4). See Section 22.197 of the BPD.] 


	
 

	
 


	
10.

	
Definition
of Included Compensation for allocation of contributions or forfeitures: [Check a. or b. for those contributions the Employer
elects under Part 4 of this Agreement. If b. is selected for a particular
contribution, also check any combination of c. through j. for that type of
contribution. See Section 22.102 of the BPD for determining Included
Compensation for Employee After-Tax Contributions, QNECs, QMACs and Safe
Harbor Contributions.] 








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

 §401(k)

 Deferrals

	
(2)

 Employer

 Match

	
(3)

 Employer

 Nonelective

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
x

	
x

	
x

	
Total Compensation, as
 defined in #9 above.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
o

	
o

	
o

	
Total Compensation, as
 defined in #9 above, with the following exclusions:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
N/A

	
o

	
o

	
Elective Deferrals, pre-tax
 contributions to a cafeteria plan or a Code §457 plan, and qualified
 transportation fringes under Code §132(f)(4) are excluded. See Section 22.102
 of the BPD.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
o

	
o

	
o

	
Fringe benefits, expense
 reimbursements, deferred compensation, and welfare benefits are excluded.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
e.

	
o

	
o

	
o

	
Compensation above $______ is
 excluded.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
f.

	
o

	
o

	
o

	
Bonuses are excluded.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
g.

	
o

	
o

	
o

	
Commissions are excluded.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
h.

	
o

	
o

	
o

	
Overtime is excluded.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
i.

	
o

	
o

	
o

	
Amounts paid for services
 performed for a Related Employer that does not execute the Co-Sponsor Adoption
 Page under this Agreement are excluded.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
j.

	
o

	
o

	
o

	
(Describe modifications to
 Included Compensation):


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
[Note: Unless otherwise provided under j., any exclusions
 selected under f. through j. above do not apply to Nonhighly Compensated Employees
 in determining allocations under the Permitted Disparity Method under Part
 4C, #21.b. of this Agreement or for purposes of applying the Safe Harbor
 401(k) Plan provisions under Part 4E of this Agreement.]








	
 

	
 

	
 

	
 


	
o 11.

	
Special
 rules.


	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
Highly Compensated
Employees only. For all purposes under the Plan, the modifications to
Included Compensation elected in #10.f. through #10.j. above will apply only
to Highly Compensated Employees. 


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Measurement period (see the
operating rules under Section 2.2(c)(3) of the BPD). Instead of the Plan
Year, Included Compensation is determined on the basis of the period elected
under (1) or (2) below. 








	
 

	
 

	
 

	
 


	
 

	
o

	
(1)

	
The calendar year ending in
 the Plan Year.


	
 

	
 

	
 

	
 


	
 

	
o

	
(2)

	
The 12-month period ending
 on ______ which ends during the Plan Year.


	
 

	
 

	
 

	
 


	
 

	
[Note: If this selection b. is checked, Included Compensation
 will be determined on the basis of the period designated in (1) or (2) for
 all contribution types. If this selection b. is not checked, Included Compensation
 is based on the Plan Year. See Part 4 for the ability to use partial year
 Included Compensation.]


	
 

	
 


	
 

	
[Practitioner Tip: If #11.b is checked, it is recommended that
the
 Limitation Year for purposes of applying the Annual Additions Limitation
 under Code §415 correspond to the period used to determine Included
 Compensation. This modification to the Limitation Year may be made in Part
 13, #69.a. of this Agreement.]








	



	
© 2001 SunTrust Bank


	
 


	
4













	
 


	
Part 4A - Section
 401(k) Deferrals





(See Section 2.3(a) of the BPD)


	
 

	
 


	
x

	
Check
 this selection and complete the applicable sections of this Part 4A to allow
 for Section 401(k) Deferrals under the Plan.


	
 

	
 


	
x 12.

	
Section 401(k) Deferral limit. 18% of Included Compensation.[If
 this #12 is not checked, the Code §402(g) deferral limit described in Section
 17.1 of the BPD and the Annual Additions Limitation under Article 7 of the
 BPD still apply.]








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
a.

	
Applicable period. The
 limitation selected under #12 applies with respect to Included Compensation
 earned during:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
x

	
(1)

	
the Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
the portion of the Plan
 Year in which the Employee is an Eligible Participant.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(3)

	
each separate payroll
 period during which the Employee is an Eligible Participant.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[Note: If Part 3, #11.b. is checked, any period selected
 under this a. will be determined as if the Plan Year were the period
 designated under Part 3, #11.b. See Section 2.2(c)(3) of the BPD.]


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Limit
 applicable only to Highly Compensated Employees. [If this
 b. is not checked, any limitation selected under #12 applies to all Eligible
 Participants.]


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
The limitation selected
 under #12 applies only to Highly Compensated Employees.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
The limitation selected
 under #12 applies only to Nonhighly Compensated Employees. Highly Compensated
 Employees may defer up to ___% of Included Compensation (as determined under
 a. above). [The percentage inserted in
 this (2) for Highly Compensated Employees must be lower than the percentage
 inserted in #12 for Nonhighly Compensated Employees.]


	
 

	
 

	
 

	
 

	
 

	
 


	
x 13.

	
Minimum
 deferral rate: [If this #13 is not checked, no minimum deferral
 rate applies to Section 401(k) Deferrals under the Plan.]


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
a.

	
1 % of Included
 Compensation for a payroll period.


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
$___ for a payroll period.


	
 

	
 

	
 

	
 


	
o 14.

	
Automatic
 deferral election.
 (See Section 2.3(a)(2) of the BPD.) An Eligible Participant will
 automatically defer ___% of Included Compensation for each payroll period,
 unless the Eligible Participant makes a contrary Salary Reduction Agreement
 election on or after ___. This automatic deferral election will apply to:


	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
all Eligible Participants.


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
only those Employees who
 become Eligible Participants on or after the following date:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
 


	
o 15.

	
Effective
 Date. If this Plan
 is being adopted as a new 401(k) plan or to add a 401(k) feature to an existing
 plan, Eligible Participants may begin making Section 401(k) Deferrals as
 of:___








	
 


	



	
© 2001 SunTrust Bank


	
 


	
5













	
 


	
Part 4B - Employer
 Matching Contributions





(See Sections 2.3(b) and (c) of the BPD)


	
 

	
 


	
x

	
Check this
 selection and complete this Part 4B to allow for Employer Matching
 Contributions. Each
 formula allows for Employer Matching Contributions to be allocated to Section
 401(k) Deferrals and/or Employee After-Tax Contributions (referred to as
 “applicable contributions”). If a matching formula applies to both types of
 contributions, such contributions are aggregated to determine the Employer
 Matching Contribution allocated under the formula. If any formula applies to
 Employee After-Tax Contributions, Part 4D must be completed. [Note: Do not check this selection if the only
 Employer Matching Contributions authorized under the Plan are Safe Harbor
 Matching Contributions. Instead, complete the applicable elections under Part
 4E of this Agreement. If a “regular” Employer Matching Contribution will be
 made in addition to a Safe Harbor Matching Contribution, complete this Part
 4B for the “regular” Employer Matching Contribution and Part 4E for the Safe
 Harbor Matching Contribution. To avoid ACP Testing with respect to any
 “regular” Employer Matching Contributions, such contributions may not be
 based on applicable contributions in excess of 6% of Included Compensation
 and any discretionary “regular” Employer Matching Contributions may not
 exceed 4% of Included Compensation.]


	
 

	
 


	
16.

	
Employer
 Matching Contribution formula(s): [See the operating rules under #17
 below.]








	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

 §401(k)

 Deferrals

	
(2)

 Employee

 After-Tax

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
x

	
o

	
Fixed
 matching contribution.
 100 % of each Eligible Participant’s applicable contributions. The Employer
 Matching Contribution does not apply to applicable contributions that exceed:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
x

	
(a)

	
3 % of Included
 Compensation.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
x

	
(b)

	
$ 1500.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
[Note: If neither (a) nor (b) is checked, all applicable
 contributions are eligible for the Employer Matching Contribution under this
 formula.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
o

	
o

	
Discretionary
 matching contribution.
 A uniform percentage, as determined by the Employer, of each Eligible
 Participant’s applicable contributions.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
o

	
(a)

	
The Employer Matching
 Contribution allocated to any Eligible Participant may not exceed ___% of
 Included Compensation.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
o

	
(b)

	
The Employer Matching
 Contribution will apply only to a Participant’s applicable contributions that
 do not exceed:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
1.

	
___% of Included
 Compensation.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
2. 

	
$___.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
3.

	
a dollar amount or
 percentage of Included Compensation that is uniformly determined by the
 Employer for all Eligible Participants. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
[Note: If none of the selections 1. - 3. is checked, all
 applicable contributions are eligible for the Employer Matching Contribution
 under this formula.]








	
 


	



	
© 2001 SunTrust Bank


	
 


	
6













	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
o

	
o

	
Tiered matching contribution. A uniform
 percentage of each tier of each Eligible Participant’s applicable
 contributions, determined as follows: 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
Tiers of contributions

	
 

	
Matching percentage

	
 


	
 

	
 

	
 

	
 

	
 

	


	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
(indicate $ or %)

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	

(a) First   ___________

	
 

	
   (b)   ___________

	
 


	
 

	
 

	
 

	
 

	
 

	

(c)
 Next   ___________

	
 

	
   (d)   ___________

	
 


	
 

	
 

	
 

	
 

	
 

	

(e)
 Next   ___________

	
 

	
   (f)   ___________

	
 


	
 

	
 

	
 

	
 

	
 

	

(g)
 Next   ___________

	
 

	
   (h)   ___________

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
[Note: Fill in only percentages or dollar amounts, but not both. If percentages are used, each tier represents the amount of the
Participant’s applicable contributions
that equals the specified percentage of the Participant’s Included
Compensation.]  


	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
o

	
o

	
Discretionary tiered matching contribution. The
 Employer will determine a matching percentage for each tier of each Eligible
 Participant’s applicable contributions. Tiers are determined in increments
 of:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
Tiers of contributions

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	


	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(indicate $ or %)

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	

(a)
 First   ___________

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	

(b)
 Next   ___________

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	

(c)
 Next   ___________

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	

(d)
 Next   ___________

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
[Note: Fill in only percentages or dollar amounts, but not both. If percentages are used, each tier represents the amount of the
Participant’s applicable contributions
that equals the specified percentage of the Participant’s Included Compensation.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
e.

	
o

	
o

	
Year of Service matching contribution. A
 uniform percentage of each Eligible Participant’s applicable contributions
 based on Years of Service with the Employer, determined as follows:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
Years of Service

	
 

	
Matching Percentage

	
 


	
 

	
 

	
 

	
 

	
 

	


	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
(a)   ___________

	
 

	
(b)   ___________%

	
 


	
 

	
 

	
 

	
 

	
 

	
(c)   ___________

	
 

	
(d)   ___________%

	
 


	
 

	
 

	
 

	
 

	
 

	
(e)   ___________

	
 

	
(f)   ___________%

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
1.

	
In applying
 the Year of Service matching contribution formula, a Year of Service is: [If not checked, a Year of Service is 1,000 Hours of
 Service during the Plan Year.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
a.

	
as defined
 for purposes of eligibility under Part 7.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
b.

	
as defined
 for purposes of vesting under Part 7.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
2.

	
Special
 limits on Employer Matching Contributions under the Year of Service formula:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
a.

	
The Employer
 Matching Contribution allocated to any Eligible Participant may not exceed ___%
 of Included Compensation.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
b.

	
The Employer
 Matching Contribution will apply only to a Participant’s applicable
 contributions that do not exceed:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
(1)

	
___% of
 Included Compensation.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
(2)

	
$___.

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	



	
© 2001 SunTrust Bank  

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 


	
7













	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
f.

	
o

	
 

	
o

	
Net Profits. Any Employer Matching Contributions
 made in accordance with the elections under this #16 are limited to Net
 Profits. [If this f. is checked, also
 select (a) or (b) below.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(a)

	
Default definition of Net Profits. For
 purposes of this selection f., Net Profits is defined in accordance with
 Section 2.2(a)(2) of the BPD.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(b)

	
Modified definition of Net Profits. For
 purposes of this selection f., Net Profits is defined as follows: _____


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
[Note: Any definition of Net Profits under this (b) must
be described in a manner that
precludes Employer discretion
and must satisfy the nondiscrimination
requirements of §1.401(a)(4) of the regulations and must apply uniformly to all Participants.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
17.

	
Operating rules for applying the matching contribution formulas:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
Applicable contributions taken into account: (See
 Section 2.3(b)(3) of the BPD.) The matching contribution formula(s) elected
 in #16. above (and any limitations on the amount of a Participant’s applicable
 contributions considered under such formula(s)) are applied separately for
 each:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
x

	
(1)

	
Plan Year.

	
 

	
 

	
 

	
o

	
(2)

	
Plan Year
 quarter.

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
(3)

	
calendar
 month.

	
 

	
o

	
(4)

	
payroll
 period.

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
[Note: If Part 3, #11.b. is checked, the period selected under this a. (to the extent such period refers to the
Plan Year) will be determined as if the
Plan Year were the period designated under Part 3, #11.b. See Section 2.2(c)(3) of the BPD.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
Special rule for partial period of participation. If
 an Employee is an Eligible Participant for only part of the period designated
 in a. above, Included Compensation is taken into account for:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
(1)

	
the entire
 period, including the portion of the period during which the Employee is not
 an Eligible Participant.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
x

	
(2)

	
the portion
 of the period in which the Employee is an Eligible Participant.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
(3)

	
the portion
 of the period during which the Employee’s election to make the applicable
 contributions is in effect.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
o 18.

	
Qualified Matching Contributions (QMACs): [Note: Regardless of any elections under this #18,
 the Employer may make a QMAC to the Plan to correct a failed ADP or
 ACP Test, as authorized under
 Sections 17.2(d)(2) and 17.3(d)(2) of the BPD. Any QMAC allocated to correct the ADP or ACP Test which
 is not specifically authorized
 under this #18 will be
 allocated to all Eligible Participants who are Nonhighly Compensated
 Employees as a uniform percentage of Section 401(k) Deferrals made during the Plan Year. See Section
 2.3(c) of the BPD.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
All Employer
 Matching Contributions are designated as QMACs.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Only
 Employer Matching Contributions described in selection(s) ___ under #16 above are
 designated as QMACs.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
In addition
 to any Employer Matching Contribution provided under #16 above, the Employer
 may make a discretionary QMAC
 that is allocated equally as a percentage of Section 401(k) Deferrals made
 during the Plan Year. The Employer may allocate QMACs only on Section 401(k)
 Deferrals that do not exceed a specific dollar amount or a percentage of
 Included Compensation that is uniformly determined by the Employer. QMACs will
 be allocated to:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Eligible
 Participants who are Nonhighly Compensated Employees.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
all Eligible
 Participants.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
19.

	
Allocation conditions. An Eligible
 Participant must satisfy the following allocation conditions for an Employer
 Matching Contribution: [Check a. or b. or
 any combination of c. - f. Selection e. may not be checked if b. or d. is
 checked. Selection g. and/or h. may be
 checked in addition to b. - f.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
None.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Safe harbor allocation condition. An
 Employee must be employed by the Employer on the last day of the Plan Year OR
 must have more than ___ (not more than 500) Hours of Service for the Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
c.

	
Last day of employment condition. An
 Employee must be employed with the Employer on the last day of the Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	



	
© 2001 SunTrust Bank 

	
 

	
 

	
 


	
 


	
8













	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
d.

	
Hours of Service condition. An Employee must
 be credited with at least ___ Hours of Service (may not exceed 1,000) during the
 Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
e.

	
Elapsed Time Method. (See Section 2.6(d) of
 the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Safe harbor allocation condition. An
 Employee must be employed by the Employer on the last day of the Plan Year OR
 must have more than ___ (not more than 91) consecutive days of employment with
 the Employer during the Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
Service condition. An Employee must have
 more than ___ (not more than 182) consecutive days of employment with the
 Employer during the Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
f.

	
Distribution restriction. An Employee must
 not have taken a distribution of the applicable contributions eligible for an
 Employer Matching Contribution prior to the end of the period for which the
 Employer Matching Contribution is being made (as defined in #17.a. above).
 See Section 2.6(c) of the BPD.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
g.

	
Application to a specified period. In
applying the allocation condition(s) designated under b. through e. above,
the allocation condition(s) will be based on the period designated under
#17.a. above. In applying an Hours of Service condition under d. above, the
following method will be used: [This g.
should be checked only if a
period other than the Plan Year is
selected under #17.a. above. Selection (1) or (2) must be selected
only if d. above is also checked.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Fractional method (see Section 2.6(e)(2)(i)
 of the BPD).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
Period-by-period method (see Section
 2.6(e)(2)(ii) of the BPD).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[Practitioner Note: If this g. is not checked, any allocation condition(s) selected under b.
through e. above will apply
with respect to the Plan Year, regardless of the period selected under #17.a.
above. See Section 2.6(e) of
the BPD for procedural rules for applying allocation conditions for a period
other than the Plan Year.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
h.

	
The above
 allocation condition(s) will not apply
 if:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
the
 Participant dies during the Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
the
 Participant is Disabled.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(3)

	
the
 Participant, by the end of the Plan Year, has reached:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(a)

	
Normal
 Retirement Age.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(b)

	
Early
 Retirement Age.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Part 4C - Employer Nonelective
 Contributions


	
 


	
(See Sections 2.3(d) and (e) of the BPD)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
x

	
Check this selection and complete this Part 4C to allow for Employer
Nonelective Contributions. [Note: Do not check this selection if the only Employer Nonelective Contributions authorized under
the Plan are Safe Harbor Nonelective
Contributions. Instead, complete
the applicable elections under
Part 4E of this Agreement.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
x 20.

	
Employer Nonelective Contribution (other than QNECs): 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
a.

	
Discretionary. Discretionary with the
 Employer.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Fixed uniform percentage.  ___% of each
 Eligible Participant’s Included Compensation. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
Uniform dollar amount.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
A uniform
 discretionary dollar amount for each Eligible Participant.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
$___ for
 each Eligible Participant.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
d.

	
Davis-Bacon Contribution Formula. (See
Section 2.2(a)(1) of the BPD for rules regarding the application of the
Davis-Bacon Contribution Formula.) The Employer will make a contribution for
each Eligible Participant’s Davis-Bacon Act Service based on the hourly
contribution rate for the Participant’s employment classification, as
designated under Schedule A of this Agreement. The contributions under this
formula will be allocated under the Pro Rata Allocation Formula under #21.a.
below, but based on the amounts designated in Schedule A as attached to this
Agreement. [If this d. is selected, #21.a.
below also must be selected.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	



	
© 2001 SunTrust Bank


	
 


	
9













	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
The
 contributions under the Davis-Bacon Contribution Formula will offset the
 following contributions under the Plan: [Check
 (a) and/or (b). If this (1) is
 not checked, contributions under the
 Davis Bacon Contribution Formula will not offset any other Employer Contributions under the
 Plan.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(a)

	
Employer
 Nonelective Contributions 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(b)

	
Employer
 Matching Contributions 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
The default
 provisions under Section 2.2(a)(1) are modified as follows: ____ 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
[Note: Any modification to the default provisions
under
 (2) must satisfy the nondiscrimination requirements under §1.401(a)(4) of the regulations. Any modification
 under (2) will not allow the offset
 of any contributions to any other Plan.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
e.

	
Net Profits. Check this e. if the
 contribution selected above is limited to Net Profits. [If this e. is checked, also select (1) or (2) below.]



	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Default definition of Net Profits. For
 purposes of this subsection e., Net Profits is defined in accordance with
 Section 2.2(a)(2) of the BPD. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
Modified definition of Net Profits. For
 purposes of this subsection e., Net Profits is defined as follows: _______________________________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
[Note: Any definition of Net Profits under this (2)
must
 be described in a manner that precludes
 Employer discretion, must satisfy the nondiscrimination requirements of §1.401(a)(4) of the regulations, and must apply uniformly to all
 Participants.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
x 21.

	
Allocation formula for Employer Nonelective Contributions (other than
 QNECs): (See Section 2.3(d) of the BPD.) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
a.

	
Pro Rata Allocation Method. The allocation
 for each Eligible Participant is a uniform percentage of Included
 Compensation (or a uniform dollar amount if #20.c. is selected above).


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Permitted Disparity Method. The allocation
 for each Eligible Participant is determined under the following formula:
 [Selection #20.a. above must also be
 checked.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Two-Step
 Formula. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
Four-Step
 Formula. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
Uniform points allocation. The allocation
 for each Eligible Participant is determined based on the Eligible
 Participant’s points. Each Eligible Participant’s allocation shall bear the
 same relationship to the Employer Contribution as his/her total points bears
 to all points awarded. An Eligible Participant will receive: [Check (1) and/or (2). Selection (3) may be checked
 in addition to (1) and (2). Selection #20.a. above also must be checked.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
_____ points
 for each _____ year(s) of age (attained as of the end of the Plan Year). 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
_____ points
 for each _____ Year(s) of Service, determined as follows: [Check (a) or (b). Selection (c) may be checked in addition to
(a) or (b).]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(a)

	
In the same
 manner as determined for eligibility. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(b)

	
In the same
 manner as determined for vesting.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(c)

	
Points will
 not be provided with respect to Years of Service in excess of ________.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(3)

	
_____ points
 for each $___ (not to exceed $200) of Included Compensation. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
d.

	
Allocation based on service. The Employer
 Nonelective Contribution will be allocated to each Eligible Participant
 as: [Check (1) or (2). Also check (a),
 (b), and/or (c). Selection (3)
 may be checked in addition to (1)
 or (2).]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
(1)

	
a uniform
 dollar amount       o
   (2) a uniform percentage of Included
                    
                                 
   Compensation 

 for the following periods of service: 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(a)

	
Each Hour of
 Service. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(b)

	
Each week of
 employment. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(c)

	
(Describe
 period) ________________________ 








	
 

	
 


	



	
© 2001 SunTrust Bank

	
 


	
 

	
 


	
 

	
10













	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(3)

	
The
 contribution is subject to the following minimum and/or maximum benefit
 limitations:___________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[Practitioner Note: If #20.b. or #20.c. is checked,
the selection
 in (1) or (2) must conform to the
 selection made in #20.b. or
 #20.c. Thus, if #20.b. is checked along with this subsection d., the
 allocation must be a uniform
 percentage of Included Compensation under (2). If #20.c. is checked along with this subsection d. the
 allocation must be a uniform dollar amount
 under (1).]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
e.

	
Top-heavy minimum contribution. In applying
 the Top-Heavy Plan requirements under Article 16 of the BPD, the top-heavy
 minimum contribution will be allocated to all Eligible Participants, in
 accordance with Section 16.2(a) of the BPD. [Note: If
 this e. is not checked, any top-heavy minimum contribution will be
 allocated only to Non-Key Employees, in
 accordance with Section 16.2(a) of the BPD.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
x 22.

	
Qualified Nonelective Contribution (QNEC). The
 Employer may make a discretionary QNEC that is allocated under the following
 method. [Note:
 Regardless of any elections under this
 #22, the Employer may make a QNEC to the Plan to correct a failed ADP or ACP Test, as authorized
 under Sections 17.2(d)(2) and 17.3(d)(2) of the BPD. Any QNEC allocated to correct the ADP or ACP Test
 which is not specifically authorized under
 this #22 will be allocated as a uniform
 percentage of Included Compensation to all Eligible Participants who are Nonhighly Compensated
 Employees. See Section 2.3(e) of the BPD.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
a.

	
Pro Rata Allocation Method. (See Section
 2.3(e)(1) of the BPD.) The QNEC will be allocated as a uniform percentage of
 Included Compensation to:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
x

	
(1)

	
all Eligible
 Participants who are Nonhighly Compensated Employees.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
all Eligible
 Participants.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Bottom-up QNEC method. The QNEC will be
 allocated to Eligible Participants who are Nonhighly Compensated Employees
 in reverse order of Included Compensation. (See Section 2.3(e)(2) of the
 BPD.)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
Application of allocation conditions. If
 this c. is checked, QNECs will be allocated only to Eligible Participants who
 have satisfied the allocation conditions under #24 below. [If this c. is not checked, QNECs will be allocated without
regard to the allocation
 conditions under #24 below.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
23.

	
Operating rules for determining amount of Employer Nonelective
 Contributions. 


	
 

	
 

	
 


	
 

	
a.

	
 

	
Special rules regarding Included Compensation.


	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
Applicable period for determining Included Compensation. In
 determining the amount of Employer Nonelective Contributions to be allocated
 to an Eligible Participant under this Part 4C, Included Compensation is
 determined separately for each: [If #21.b.
 above is checked, the Plan Year must be selected under (a) below.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
x

	
(a)

	
Plan Year.

	
o

	
(b)

	
Plan Year
 quarter.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
o

	
(c)

	
calendar
 month.

	
o

	
(d)

	
payroll
 period.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
[Note: If Part 3, #11.b. is checked, the
period selected under this (1) (to the extent such period
 refers to the Plan Year) will
 be determined as if the Plan Year were the period designated under Part 3,
 #11.b. See Section 2.2(c)(3) of
 the BPD.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
 

	
(2)

	
Special rule for partial period of participation. If
an Employee is an Eligible Participant for only part of the period designated
under (1) above, Included Compensation is taken into account for the entire
period, including the portion of the period during which the Employee is not
an Eligible Participant. [If this
selection (2) is not checked, Included Compensation is taken into account only for the portion of the
period during which the Employee
is an Eligible Participant.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Special rules for applying the Permitted Disparity Method.
[Complete this b. only if #21.b. above is also
 checked.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Application of Four-Step Formula for Top-Heavy Plans. If
this (1) is checked, the Four-Step Formula applies instead of the Two-Step
Formula for any Plan Year in which the Plan is a Top Heavy Plan. [This (1) may only be checked if #21.b.(1) above is also
checked.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
Excess Compensation under the Permitted Disparity Method is
the amount of Included Compensation that exceeds: [If this selection (2) is not checked, Excess Compensation under the
Permitted Disparity Method is the amount
of Included Compensation that
exceeds the Taxable Wage Base.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(a)

	
____ % (may
 not exceed 100%) of the Taxable Wage Base.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
o  1.

	
The amount determined under (a) is not rounded. 








	
 

	
 


	



	
© 2001 SunTrust Bank

	
 


	
 

	
 


	
 

	
11













	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
2.

	
The amount
 determined under (a) is rounded (but not above the Taxable Wage Base) to the
 next higher:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
a.

	
$1.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
b.

	
$100.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
o

	
c.

	
$1,000. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(b)

	
______________________________
 (may not exceed the Taxable Wage Base). 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
[Note: The maximum integration percentage of 5.7%
must be
 reduced to (i) 5.4% if Excess Compensation
 is based on an amount that is greater than
 80% but less than 100% of the Taxable Wage Base or (ii) 4.3% if Excess Compensation is based on an amount that is
greater than 20%
 but less than or equal to 80% of the
 Taxable Wage Base. See Section
 2.2(b)(2) of the BPD.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
24.

	
Allocation conditions. An Eligible Participant must
satisfy the following allocation conditions for an Employer Nonelective
Contribution: [Check a. or b. or any
combination of c. - e. Selection e. may not be checked if b. or d. is checked. Selection f. and/or g. may be
checked in addition to b. - e.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
None. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Safe harbor allocation condition. An
 Employee must be employed by the Employer on the last day of the Plan Year OR
 must have more than _____ (not more than 500) Hours of Service for the Plan
 Year.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
c.

	
Last day of employment condition. An
 Employee must be employed with the Employer on the last day of the Plan Year.
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
d.

	
Hours of Service condition. An Employee must
 be credited with at least ____ Hours of Service (may not exceed 1,000) during
 the Plan Year. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
e.

	
Elapsed Time Method. (See Section 2.6(d) of
 the BPD.) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Safe harbor allocation condition. An
 Employee must be employed by the Employer on the last day of the Plan Year OR
 must have more than ____ (not more than 91) consecutive days of employment
 with the Employer during the Plan Year. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
Service condition. An Employee must have
 more than ____ (not more than 182) consecutive days of employment with the
 Employer during the Plan Year. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
f.

	
Application to a specified period. In
applying the allocation condition(s) designated under b. through e. above,
the allocation condition(s) will be based on the period designated under
#23.a.(1) above. In applying an Hours of Service condition under d. above,
the following method will be used: [This f. should be checked only if a period other than the Plan Year is selected under #23.a.(1) above. Selection (1) or (2) must be selected only if d. above is also
checked.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Fractional method (see Section 2.6(e)(2)(i)
 of the BPD). 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
Period-by-period method (see Section
 2.6(e)(2)(ii) of the BPD). 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[ Practitioner Note: If this f. is not checked, any
allocation
 condition(s) selected under b. through e. above will apply with respect to the Plan Year,
 regardless of the period
 selected under #23.a.(1) above. See Section 2.6(e) of the BPD for procedural rules for applying
 allocation conditions for a period other than the Plan Year.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
g.

	
The above
 allocation condition(s) will not apply
 if: 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
the
 Participant dies during the Plan Year. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
the
 Participant is Disabled. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(3)

	
the
 Participant, by the end of the Plan Year, has reached: 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(a)

	
Normal
 Retirement Age. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(b)

	
Early
 Retirement Age. 








	
 

	
 


	



	
© 2001 SunTrust Bank

	
 


	
 

	
 


	
 

	
12













	
 


	
Part 4D - Employee After-Tax Contributions





(See Section 3.1 of the
BPD)


	
 

	
 

	
 

	
 


	
o

	
Check this selection to allow
 for Employee After-Tax Contributions. If Employee After-Tax Contributions will not be permitted under the Plan, do not check
this selection and skip the
 remainder of this Part 4D. [Note: The
 eligibility conditions for making Employee After-Tax
 Contributions are listed in Part 1 of this Agreement under “§401(k) Deferrals.”]


	
 

	
 


	
o 25.

	
Maximum. ___% of Included Compensation for:


	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
the entire Plan Year.


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
the portion of the Plan Year during which the
 Employee is an Eligible Participant.


	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
each separate payroll period during which the
 Employee is an Eligible Participant.


	
 

	
 

	
 

	
 


	
 

	
[Note: If this #25 is not checked, the
 only limit on Employee After-Tax Contributions is the Annual Additions
 Limitation under Article 7 of the BPD. If Part 3, #11.b. is
 checked, any period selected under this #25 will be determined as if the Plan Year
 were the period designated under Part 3, #11.b. See Section 2.2(c)(3) of the
 BPD.]


	
 

	
 

	
 

	
 


	
o 26.

	
Minimum. For any payroll period, no less than:


	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
__ % of Included Compensation.


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
$__.








	
 


	
Part 4E - Safe
 Harbor 401(k) Plan Election





(See Section 17.6 of
the BPD)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
o

	
Check this selection and complete this Part 4E if the Plan is
 designed to be a Safe Harbor 401(k) Plan.


	
 

	
 


	
o 27.

	
Safe Harbor Matching
 Contribution: The Employer will make an
 Employer Matching Contribution with respect to an Eligible Participant’s
 Section 401(k) Deferrals and/or Employee After-Tax Contributions (“applicable
 contributions”) under the following formula: [Complete
 selection a. or b. In addition, complete selection c. Selection d. may be
 checked in addition to a. or b. and c.]


	
 

	
 


	
 

	
o

	
a.

	
Basic formula: 100% of applicable contributions up to the first 3% of
Included
 Compensation, plus 50% of applicable contributions up
 to the next 2% of Included Compensation.


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Enhanced formula:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
__% (not less than 100%) of applicable
 contributions up to __% of Included Compensation (not less than 4% and not more than 6%).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
The sum of: [The contributions under this (2) must not be
 less than the contributions that would be calculated under a. at each level
 of applicable contributions.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(a)

	
__% of applicable contributions up to the first
 (b) __% of Included Compensation, plus


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(c)

	
__% of applicable contributions up to the next
 (d) __% of Included Compensation.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
[Note: The percentage in (c) may not be greater than
 the percentage in (a). In addition, the sum of the
 percentages in (b) and (d) may not exceed 6%.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
c.

	
Applicable contributions taken into account: (See
 Section 17.6(a)(l)(i) of the BPD.) The Safe Harbor Matching Contribution formula elected in a. or b. above (and any limitations
 on the amount of a Participant’s applicable contributions
 considered under such formula(s)) are applied separately for each:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Plan Year.

	
o

	
(2)

	
Plan Year quarter.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(3)

	
calendar month.

	
o

	
(4)

	
payroll period.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[Note: If Part 3, #11.b. is checked, any period
 selected under this #25 will be determined as if the Plan Year were the
 period designated under Part 3, #11.b. See Section 2.2(c)(3) of the BPD.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
d.

	
Definition of applicable
 contributions. Check this d. if the Plan
 permits Employee After-Tax Contributions but the Safe Harbor
 Matching Contribution formula selected under a. or b. above does not apply to
 such Employee After-Tax Contributions.








	
 


	



	
© 2001 SunTrust Bank 





13







	
 

	
 

	
 

	
 


	
o 28. 

	
Safe Harbor Nonelective
 Contribution: __% (no less than 3%) of Included Compensation.


	
 

	
 


	
 

	
o

	
a.

	
Check this selection if the Employer will make
 this Safe Harbor Nonelective Contribution pursuant to a supplemental notice as described in Section 17.6(a)(l)(ii) of the
 BPD. If this a. is checked, the Safe Harbor Nonelective
 Contribution will be required only for a Plan Year for which the appropriate
 supplemental notice is provided. For any Plan Year in which the
 supplemental notice is not provided, the Plan is not a Safe Harbor 401(k)
 Plan.


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Check this selection to provide the Employer with
 the discretion to increase the above percentage to a higher percentage.


	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
Check this selection if the Safe Harbor
 Nonelective Contribution will be made under another plan maintained by the Employer
 and identify the plan:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
 


	
 

	
o

	
d.

	
Check this d. if the Safe Harbor Nonelective
 Contribution offsets the allocation that would otherwise be made to the
 Participant under Part 4C, #21 above. If the Permitted Disparity Method is
 elected under Part 4C, #21.b., this offset applies
 only to the second step of the Two-Step Formula or the fourth step of the
 Four-Step Formula, as applicable.


	
 

	
 

	
 

	
 


	
o 29.

	
Special rule for partial period
 of participation. If an Employee is an
 Eligible Participant for only part of a Plan Year, Included Compensation is taken into account for the entire Plan Year,
 including the portion of the Plan Year during which the Employee is not an
 Eligible Participant. [If this #29 is not checked, Included Compensation
 is taken into account only for the portion of the Plan Year in which the
 Employee is an Eligible Participant.]


	
 

	
 


	
30.

	
Eligible Participant. For purposes of the Safe Harbor Contributions
elected above,
 “Eligible Participant” means: [Check a., b. or c. Selection d. may be checked in
 addition to a., b. or c.]


	
 

	
 


	
 

	
o

	
a.

	
All Eligible Participants (as determined for
 Section 401(k) Deferrals).


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
All Nonhighly Compensated Employees who are
 Eligible Participants (as determined for Section 401(k) Deferrals).


	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
All Nonhighly Compensated Employees who are
 Eligible Participants (as determined for Section 401(k) Deferrals) and all Highly Compensated Employees who are Eligible
 Participants (as determined for Section 401(k) Deferrals) but who are not Key
 Employees.


	
 

	
 

	
 

	
 


	
 

	
o

	
d.

	
Check this d. if the selection under a., b. or
 c., as applicable, applies only to Employees who would be Eligible
 Participants for any portion of the Plan Year if the eligibility conditions
 selected for Section 401(k) Deferrals in Part 1,
 #5 of this Agreement were one Year of Service and age 21. (See Section
 17.6(a)(l) of the BPD.)








	
 


	
Part 4F -
 Special 401(k) Plan Elections





(See Article 17 of the
BPD)


	
 

	
 

	
 

	
 


	
31.

	
ADP/ACP testing method. In performing the ADP and ACP tests, the Employer
will use the following
 method: (See Sections 17.2 and 17.3 of the BPD for an
 explanation of the ADP/ACP testing methods.)


	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
Prior Year Testing Method. 


	
 

	
 

	
 

	
 


	
 

	
x 

	
b.

	
Current Year Testing Method.


	
 

	
 

	
 

	
 


	
 

	
[Practitioner Note: If this Plan is intended to be a
Safe-Harbor 401(k) Plan under Part 4E above, the Current Year Testing
 Method must be elected under b. See Section 17.6 of the BPD.]


	
 

	
 


	
o 32.

	
First Plan Year for Section
 401(k) Deferrals. (See Section 17.2(b) of
 the BPD.) Check this selection if this Agreement covers the
 first Plan Year that the Plan permits Section 401(k) Deferrals. The ADP for
 the Nonhighly Compensated Employee Group for such first
 Plan Year is determined under the following method:


	
 

	
 


	
 

	
o

	
a.

	
the Prior Year Testing Method, assuming a 3% deferral percentage for the
Nonhighly Compensated Employee Group.


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
the Current Year Testing Method using the actual
 deferral percentages of the Nonhighly Compensated Employee Group.


	
 

	
 

	
 

	
 


	
o 33.

	
First Plan Year for Employer
 Matching Contributions or Employee After-Tax Contributions. (See Section 17.3(b) of the BPD.) Check
 this selection if this Agreement covers the first Plan Year that the Plan
 includes either an Employer Matching Contribution formula or
 permits Employee After-Tax Contributions. The ACP for the Nonhighly Compensated Employee Group for such first Plan Year is determined
 under the following method:








	
 


	



	
© 2001
 SunTrust Bank





14







	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
the Prior Year Testing Method, assuming a 3%
 contribution percentage for the Nonhighly Compensated Employee Group.


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
the Current Year Testing Method using the actual
 contribution percentages of the Nonhighly Compensated Employee Group.








	
 


	
Part 5 - Retirement Ages





(See Sections 22.57 and
22.126 of the BPD)


	
 

	
 

	
 

	
 

	
 

	
 


	
34.

	
Normal Retirement Age:


	
 

	
 


	
 

	
x 

	
a.

	
Age 65 (not to exceed 65).


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
The later of (1) age ___ (not to exceed 65) or (2) the ___ (not to exceed 5th)
 anniversary of the date the Employee commenced participation in the Plan.


	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
_______ (may not be later than the maximum age
 permitted under b.)


	
 

	
 

	
 

	
 


	
35.

	
Early Retirement Age: [Check a.
 or check b. and/or c.]


	
 

	
 

	
 

	
 


	
 

	
x 

	
a.

	
Not applicable.


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Age ___.


	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
Completion of ___Years of Service, determined as follows:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Same as for eligibility.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
Same as for vesting.








	
 


	
Part 6 - Vesting Rules





(See Article 4 of the
BPD)


	
 

	
 


	
v

	
Complete this Part 6 only if the Employer has elected to make
 Employer Matching Contributions under Part 4B or Employer Nonelective
 Contributions under Part 4C. Section 401(k) Deferrals, Employee After-Tax
 Contributions, QMACs, QNECs, Safe Harbor
 Contributions, and Rollover Contributions are always 100% vested. (See
 Section 4.2 of the BPD for the definitions
 of the various vesting schedules.)


	
 

	
 


	
36.

	
Normal vesting schedule: [Check one
 of a. -f. for those contributions the Employer elects to make under Part 4 of
 this Agreement.]








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

 Employer

 Match

	
 

	
(2)

 Employer

 Nonelective

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
a.

	
 

	
o

	
 

	
o

	
Full and immediate vesting.


	
 

	
 

	
 

	
 

	
 

	
 


	
b.

	
 

	
o

	
 

	
o

	
7-year graded vesting schedule. 


	
 

	
 

	
 

	
 

	
 

	
 


	
c.

	
 

	
o

	
 

	
o

	
6-year graded vesting schedule. 


	
 

	
 

	
 

	
 

	
 

	
 


	
d.

	
 

	
o

	
 

	
o

	
5-year cliff vesting schedule. 


	
 

	
 

	
 

	
 

	
 

	
 


	
e.

	
 

	
o

	
 

	
o

	
3-year cliff vesting schedule. 


	
 

	
 

	
 

	
 

	
 

	
 


	
f.

	
 

	
x 

	
 

	
x 

	
Modified vesting schedule: 








	
 

	
 


	
(1)

	
0
 % after 1 Year of Service


	
(2)

	
25% after 2 Years of Service


	
(3)

	
50% after 3 Years of
 Service


	
(4)

	
75%
 after 4 Years of Service


	
(5)

	
100% after 5 Years of Service


	
(6)

	
___% after 6 Years of Service, and


	
(7)

	
100% after 7 Years of Service.


	
 

	
 


	
[Note: The percentages selected under
 the modified vesting schedule must not be less than the
 percentages that would be required under the 7-year graded vesting schedule,
 unless 100% vesting occurs after no more than 5 Years of
 Service.]








	
 


	



	
© 2001 SunTrust Bank 





15







	
 

	
 


	
37.

	
Vesting schedule when Plan is top-heavy: [Check one of a. - d.
for those contributions the Employer elects to make under
 Part 4 of this Agreement.] 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

 Employer

 Match

	
 

	
(2)
Employer

 Nonelective

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
o

	
 

	
o

	
Full and
 immediate vesting.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
o

	
 

	
o

	
6-year
 graded vesting schedule.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
o

	
 

	
o

	
3-year cliff
 vesting schedule.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
x

	
 

	
x

	
Modified
 vesting schedule:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(1)

	
0

	
%
 after 1 Year of Service


	
 

	
 

	
 

	
 

	
 

	
(2)

	
25

	
%
 after 2 Years of
 Service


	
 

	
 

	
 

	
 

	
 

	
(3)

	
50

	
%
 after 3 Years of Service


	
 

	
 

	
 

	
 

	
 

	
(4)

	
75

	
%
 after 4 Years of Service


	
 

	
 

	
 

	
 

	
 

	
(5)

	
100

	
%
 after 5 Years of
 Service, and


	
 

	
 

	
 

	
 

	
 

	
(6)

	
100

	
% after 6
 Years of Service.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
[Note: The
 percentages selected under the modified vesting schedule must not be less
 than the percentages that would be required under the 6-year graded vesting
 schedule, unless 100% vesting occurs after no more than 3 Years of Service.]








	
 

	
 

	
 

	
 


	
o 38.

	
Service excluded under the above vesting schedule(s):


	
 

	
 

	
 


	
 

	
o

	
a.

	
Service
 before the original Effective Date of this Plan. (See Section 4.5(b)(l) of
 the BPD for rules that require service under a Predecessor Plan to be
 counted.)


	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Years of Service
 completed before the Employee’s ____ birthday (cannot exceed the 18th
 birthday).


	
 

	
 

	
 

	
 


	
x 39.

	
Special 100% vesting. An Employee’s vesting
 percentage increases to 100% if, while employed with the Employer, the
 Employee:


	
 

	
 

	
 

	
 


	
 

	
x

	
a.

	
dies.


	
 

	
 

	
 

	
 


	
 

	
x

	
b.

	
becomes
 Disabled (as defined in Section 22.53 of the BPD).


	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
reaches
 Early Retirement Age (as defined in Part 5, #35 above).


	
 

	
 

	
 

	
 


	
o 40.

	
Special
vesting provisions: _____________________________________________________ 


	
 

	
 

	
 

	
 


	
 

	
[Note: Any special vesting provision designated in #40
 must satisfy the requirements of Code §411 (a) and must satisfy the
 nondiscrimination requirements under §1.401(a)(4) of the regulations.]





Part 7 - Special Service Crediting
Rules


(See Article 6 of the BPD)


If no minimum service requirement
applies under Part 1, #5 of
this Agreement and all contributions are 100% vested under Part 6, skip this
Part 7. 


	
 

	
 

	
 


	
v

	
Year of Service - Eligibility.
 1,000 Hours of Service during an Eligibility Computation Period. Hours of
 Service are calculated using the Actual Hours Crediting Method. [To modify, complete #41 below.]


	
 

	
 


	
v

	
Eligibility Computation Period. If one Year
 of Service is required for eligibility, the Shift-to-Plan-Year Method is
 used. If two Years of Service are required for eligibility, the Anniversary
 Year Method is used. [To modify, complete
 #42 below.]


	
 

	
 


	
v

	
Year of Service - Vesting.
 1,000 Hours of Service during a Vesting Computation Period. Hours of Service
 are calculated using the Actual Hours Crediting Method. [To modify, complete #43 below.] 


	
 

	
 


	
v

	
Vesting Computation Period. The Plan Year. [To modify, complete #44
below.]


	
 

	
 


	
v

	
Break in Service Rules. The Rule of Parity
 Break in Service rule applies for both eligibility and vesting but the one-year
 holdout Break in Service rule is NOT used for eligibility or vesting. [To modify, complete #45 below.]








	
 

	
 

	
 

	
 


	
o 41.

	
Alternative definition of Year of Service for eligibility.


	
 


	
 

	

o 

	
a.

	
 A Year of Service is __ Hours of Service (may not exceed 1,000)
 during an Eligibility Computation Period.











	
 


	



	
© 2001 SunTrust Bank





16







	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Use the
 Equivalency Method (as defined in Section 6.5(a) of the BPD) to count Hours
 of Service. If this b. is checked, each Employee will be credited with 190
 Hours of Service for each calendar month for which the Employee completes at
 least one Hour of Service, unless a different Equivalency Method is selected
 under #46 below. The Equivalency Method applies to:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o 

	
(1)

	
All
 Employees.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o 

	
(2)

	
Employees
 who are not paid on an hourly basis. For hourly Employees, the Actual Hours
 Method will be used.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
Use the
 Elapsed Time Method instead of counting Hours of Service. (See Section 6.5(b)
 of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 


	
o 42.

	
Alternative method for determining Eligibility Computation Periods. (See
 Section 1.4(c) of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
One Year of Service eligibility. Eligibility
 Computation Periods are determined using the Anniversary Year Method instead
 of the Shift-to-Plan-Year Method.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Two Years of Service eligibility.
 Eligibility Computation Periods are determined using the Shift-to-Plan-Year
 Method instead of the Anniversary Year Method.


	
 

	
 

	
 

	
 

	
 

	
 


	
o 43.

	
Alternative definition of Year of Service for vesting.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
A Year of Service is ___ Hours of Service (may not exceed 1,000)
 during a Vesting Computation Period.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Use the
 Equivalency Method (as defined in Section 6.5(a) of the BPD) to count Hours
 of Service. If this b. is checked, each Employee will be credited
 with 190 Hours of Service for each calendar month for which the Employee
 completes at least one Hour of Service, unless a different Equivalency Method
 is selected under #46 below. The Equivalency Method applies to:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
All
 Employees.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
Employees
 who are not paid on an hourly basis. For hourly Employees, the Actual Hours
 Method will be used.


	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
Use the
 Elapsed Time Method instead of counting Hours of Service. (See Section 6.5(b)
 of the BPD.)


	
 

	
 

	
 

	
 

	
 


	
o 44.

	
Alternative method for determining Vesting Computation Periods.
 Instead of Plan Years, use:


	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
Anniversary
 Years. (See Section 4.4 of the BPD.)


	
 


	
 

	
o

	
b.

	
(Describe Vesting Computation Period): ____________________________________


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[Practitioner Note: Any Vesting Computation Period described in
b.
must be a
12-consecutive month period and must apply uniformly to all
Participants.] 








	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
o 45.

	
Break in Service rules.


	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
The Rule of Parity Break in Service rule does
not apply for purposes of determining eligibility or vesting under the Plan. [If this
selection a. is not checked, the Rule of Parity Break in Service Rule applies
for purposes of eligibility and vesting. (See Sections 1.6 and 4.6 of the BPD.)]  


	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
One-year holdout Break in Service rule.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Applies to
 determine eligibility for: [Check one or both.]


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
o

	
(a)

	
Employer
 Contributions (other than Section 401(k) Deferrals).


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
o

	
(b)

	
Section
 401(k) Deferrals. (See Section 1.6(c) of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2) 

	
Applies to
 determine vesting. (See Section 4.6(a) of the BPD.)


	
 

	
 

	
 

	
 

	
 


	
o 46.

	
Special rules for applying Equivalency Method. [This
 #46 may only be checked if #41.b. and/or #43.b. is checked above.]


	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
Alternative
 method. Instead of
 applying the Equivalency Method on the basis of months worked, the following
 method will apply. (See Section 6.5(a) of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Daily method. Each Employee will be credited
 with 10 Hours of Service for each day worked.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
Weekly method. Each Employee will be
 credited with 45 Hours of Service for each week worked.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(3)

	
Semi-monthly method. Each Employee will be
 credited with 95 Hours of Service for each semi-monthly payroll period
 worked.








	
 


	



	
© 2001 Sun Trust Bank





17







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Application of special rules. The alternative method elected in a. applies for purposes
of: [Check (1) and/or (2).] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Eligibility.
[Check this (I) only if #4l.b. is checked above.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
Vesting.
[Check this (2) only if #43.b. is checked above.]  





Part 8 - Allocation of
Forfeitures


(See Article 5 of the BPD)


	
 

	
 


	
o

	
Check this selection if ALL contributions
 under the Plan are 100% vested and skip this Part 8. (See
 Section 5.5 of the BPD for the default forfeiture rules if no
 forfeiture allocation method is selected under this Part 8.) 


	
 

	
 


	
47.

	
Timing of forfeiture allocations:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

 Employer

 Match

	
 

	
(2)

 Employer

 Nonelective

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
x

	
 

	
x

	
In the same
 Plan Year in which the forfeitures occur.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
o

	
 

	
o

	
In the Plan
 Year following the Plan Year in which the forfeitures occur.


	
 

	
 

	
 

	
 

	
 

	
 


	
48.

	
Method of allocating forfeitures: (See the
 operating rules in Section 5.5 of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

 Employer

 Match

	
 

	
(2)

 Employer

 Nonelective

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
o

	
 

	
x

	
Reallocate
 as additional Employer
 Nonelective Contributions using the allocation method specified in Part 4C,
 #21 of this Agreement. If no allocation method is specified, use the Pro Rata
 Allocation Method under Part 4C, #21.a, of this Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
x

	
 

	
o

	
Reallocate
 as additional Employer Matching Contributions using the discretionary
 allocation method in Part 4B, #16.b. of this Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
o

	
 

	
o

	
Reduce the:
[Check one or both.]  


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(a)

	
Employer
 Matching Contributions


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(b)

	
Employer Nonelective Contributions


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
the Employer
would otherwise make for the Plan Year in which the forfeitures are
allocated. [Note: If both (a) and (b) are checked, the Employer may
adjust its contribution deposits in any manner, provided the total Employer
Matching Contributions and Employer Nonelective Contributions (as
applicable) properly take into account the forfeitures used to reduce such
contributions for that Plan Year.] 








	
 

	
 


	
o 49.

	
Payment of Plan expenses. Forfeitures are
 first used to pay Plan expenses
 for the Plan Year in which the forfeitures are to be allocated. (See Section 5.5(c) of
 the BPD.) Any remaining forfeitures are allocated as provided in #48 above.


	
 

	
 


	
x 50.

	
Modification
of cash-out rules. The Cash-Out Distribution rules are modified in accordance
with Sections 5.3(a)(l)(i)(C) and 5.3(a)(l)(ii)(C) of the BPD to allow for an
immediate forfeiture, regardless of any additional allocations during the
Plan Year. 





Part 9 - Distributions
After Termination
of Employment


(See Section 8.3 of the BPD)


	
 

	
 

	
 

	
 


	
•

	
The elections in this Part 9 are subject to
 the operating rules in Articles 8 and 9 of the BPD.


	
 

	
 


	
51.

	
Vested account balances in excess of $5,000. Distribution is first
available as soon as administratively
 feasible following:


	
 

	
 

	
 

	
 


	
 

	
x 

	
a.

	
the
 Participant’s employment termination date.


	
 

	
 

	
 

	
 


	
 

	
o 

	
b.

	
the end of
 the Plan Year that contains the Participant’s employment termination date.


	
 

	
 

	
 

	
 


	
 

	
o 

	
c.

	
the first
 Valuation Date following the Participant’s termination of employment.








	
 


	



	
© 2001 SunTrust Bank





18







	
 

	
 

	
 

	
 


	
 

	
o 

	
d.

	
the Participant’s Normal Retirement Age (or Early
 Retirement Age, if applicable) or, if
      later, the Participant’s employment termination date.


	
 

	
 

	
 

	
 


	
 

	
o 

	
e.

	
(Describe distribution
 event)
 _____________________________________________


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[Practitioner Note:
 Any distribution event described in e. will apply uniformly to all
 Participants under the Plan.]


	
 

	
 

	
 

	
 


	
52.

	
Vested account
 balances of $5,000 or less. Distribution will be made in a lump
 sum as soon as administratively feasible following:


	
 

	
 

	
 

	
 


	
 

	
x 

	
a.

	
the Participant’s employment
 termination date.


	
 

	
 

	
 

	
 


	
 

	
o 

	
b.

	
the end of the Plan Year that
 contains the Participant’s employment termination date.


	
 

	
 

	
 

	
 


	
 

	
o 

	
c.

	
the first Valuation Date
 following the Participant’s termination of employment.


	
 

	
 

	
 

	
 


	
 

	
o 

	
d.

	
(Describe distribution event):
 _____________________________________________


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[Practitioner Note:
 Any distribution event described in d. will apply uniformly to all
 Participants under the Plan.]


	
 

	
 

	
 

	
 


	
o  53. 

	
Disabled
 Participant. A Disabled
 Participant (as defined in Section 22.53 of the BPD) may request a
 distribution (if earlier than otherwise permitted under #51 or #52 (as
 applicable)) as soon as administratively feasible following:


	
 

	
 


	
 

	
o 

	
a.

	
the date the Participant becomes
 Disabled.


	
 

	
 

	
 

	
 


	
 

	
o 

	
b.

	
the end of the Plan Year in
 which the Participant becomes Disabled.


	
 

	
 

	
 

	
 


	
 

	
o 

	
c.

	
(Describe distribution event):
 _____________________________________________


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[Practitioner Note:
 Any distribution event described in c. will apply uniformly to all
 Participants under the Plan.]


	
 

	
 

	
 

	
 


	
o  54. 

	
Hardship
 withdrawals following termination of employment. A terminated Participant may request a Hardship
 withdrawal (as defined in Section 8.6 of the BPD) before the date selected in
 #51 or #52 above, as applicable.


	
 

	
 

	
 

	
 


	
o  55. 

	
Special
 operating rules.


	
 

	
 

	
 

	
 


	
 

	
o 

	
a.

	
Modification of Participant’s
 consent requirement. A Participant must consent to a
 distribution from the Plan, even if the
 Participant’s vested Account Balance does not exceed $5,000. See Section
 8.3(b) of the BPD. [Note: If this a. is
 not checked, the involuntary distribution rules under Section 8.3(b) of the
 BPD apply.]


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
o 

	
b.

	
Distribution upon attainment of
 Normal Retirement Age (or age 62, if later). A distribution from the
 Plan will be made without a Participant’s consent if such Participant has
 terminated employment and has attained
 Normal Retirement Age (or age 62, if later). See Section 8.7 of the BPD.






	
 


	



	
© 2001 SunTrust Bank


	
 


	
19













	
 


	
Part 10 - In-Service
 Distributions





(See Section 8.5 of the BPD)


	
 

	
 


	
v 

	
The elections in this Part 10 are subject to the operating
rules in Articles 8 and 9 of the BPD. 


	
 

	
 


	
56.

	
Permitted in-service distribution events: [Elections under the
§401(k) Deferrals column also
 apply to any QNECs, QMACs, and Safe Harbor Contributions unless otherwise
 specified in 57d. below.]








	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1) 

 §401(k) 

 Deferrals

	
(2) 

 Employer 

 Match

	
(3) 

 Employer 

 Nonelective

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
o 

	
o 

	
o 

	
 

	
In-service distributions are not available. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
x 

	
x 

	
x 

	
 

	
After
 age 59 1/2. [If
 earlier than age 59 1/2 age is deemed to be age 59
 1/2 for Section 401(k) Deferrals if the selection is checked under that
 column.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
x 

	
o 

	
o 

	
 

	
A safe harbor Hardship described in Section 8.6(a)
 of the BPD. [Note: Not applicable to
 QNECs, QMACs and Safe Harbor Contributions.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
N/A

	
o 

	
o 

	
 

	
A Hardship described in Section
 8.6(b) of the BPD.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
e.

	
N/A

	
o 

	
o 

	
 

	
After the Participant has
 participated in the Plan for at least ___ years (cannot be less than 5 years).


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
f.

	
N/A

	
o 

	
o 

	
 

	
At any time with respect to the
 portion of the vested Account Balance derived from contributions
 accumulated in the Plan for at least 2 years.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
g.

	
o 

	
o 

	
o 

	
 

	
Upon a Participant becoming Disabled (as defined in
 Section 22.53). 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
h.

	
x 

	
x 

	
x 

	
 

	
Attainment
 of Normal Retirement Age. [If earlier than
 age 59 1/2, age is deemed to be 59 1/2 for
 Section 401(k) Deferrals if the selection is checked under that column.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
i.

	
N/A

	
o 

	
o 

	
 

	
Attainment
 of Early Retirement Age. 








	
 

	
 

	
 

	
 


	
57.

	
Limitations that apply to in-service distributions:


	
 

	
 


	
 

	
o 

	
a.

	
Available
 only if the Account which is subject to withdrawal is 100% vested. (See



	
 

	
Section 4.8 of the BPD for special vesting rules if not checked.) 


	
 

	
 

	
 

	
 


	
 

	
o 

	
b.

	
No
 more than ___ in-service distribution(s) in a Plan Year.


	
 

	
 

	
 

	
 


	
 

	
o 

	
c.

	
The
 minimum amount of any in-service distribution will be $___ (may not exceed
 $1,000).


	
 

	
 

	
 

	
 


	
 

	
x 

	
d.

	
(Describe
 limitations on in-service distributions) Participants must be 100% vested
 in order to request a distribution of their Account Balance upon attainment
 of age 59 1/2 (or upon Normal Retirement Age). Notwithstanding the
 foregoing, upon attainment of age 59 1/2, a Participant may request a
 distribution from that portion of his account existing on February 1,
 2000, to the extent such amounts were vested as of said date.  


	
 

	
 


	
 

	
[Practitioner Note:
 Any limitations described in d. will apply uniformly to all Participants
 under the Plan.]








	
 


	



	
© 2001 SunTrust Bank


	
 


	
20













 


	
 


	
Part 11 - Distribution Options





(See Section 8.1 of the
BPD)


	
 

	
 

	
 

	
 


	
58.  

	
Optional forms of payment
 available upon termination of employment:


	
 

	
 

	
 

	
 


	
 

	
x

	
a.

	
Lump sum distribution of entire vested Account
 Balance.


	
 

	
 

	
 

	
 


	
 

	
x

	
b.

	
Single sum distribution of a portion of vested
 Account Balance.


	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
Installments for a specified term.


	
 

	
 

	
 

	
 


	
 

	
o

	
d.

	
Installments for required minimum distributions
 only.


	
 

	
 

	
 

	
 


	
 

	
o

	
e.

	
Annuity payments (see Section 8.1 of the BPD).


	
 

	
 

	
 

	
 


	
 

	
o

	
f.

	
(Describe optional forms or limitations on available
 forms) _____________________


	
 

	
 

	
 

	
 


	
 

	
[Practitioner Note: Unless specified
otherwise in f., a Participant may receive a distribution in any combination
of the forms
of payment selected in a. -f. Any optional forms or limitations described
in f. will apply uniformly to all Participants under the Plan.]  








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
59. 

	
Application of the Qualified Joint and Survivor Annuity (QJSA) and
 Qualified Preretirement Survivor Annuity (QPSA)
 provisions: (See Article 9 of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
a.

	
Do not apply. [Note: The QJSA and QPSA provisions automatically
apply to
any assets of the Plan that were received as a transfer from another plan that was
subject to the QJSA and QPSA rules. If this a. is checked, the QJSA and QPSA
rules generally will apply only with respect to transferred assets or if
distribution is made in the form of life annuity. See Section 9.1(b) of the
BPD.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.

	
Apply, with the following modifications: [Check this b. to have all
assets under the Plan
be subject to the QJSA and QPSA requirements. See Section 9.1 (a) of the BPD.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
No modifications.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(2)

	
Modified QJSA benefit. Instead of a 50% survivor benefit, the normal form
of the QJSA
 provides the following survivor benefit to the spouse:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(a)

	
100%.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(b)

	
75%.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(c)

	
66
 2/3%.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(3)

	
Modified QPSA benefit. Instead of a 50% QPSA benefit, the QPSA benefit is
100% of the Participant’s vested Account Balance.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
One-year marriage rule. The one-year marriage rule under Sections
8.4(c)(4) and 9.3 of the
 BPD applies. Under this rule, a Participant’s spouse
 will not be treated as a surviving spouse unless the Participant and spouse
 were married for at least one year at the time of the Participant’s death.








	
 


	
Part 12 - Administrative Elections








	
 

	
 

	
 

	
 

	
 

	
 


	
v

	
Use
this Part 12 to identify administrative elections authorized by the BPD.
These elections may be changed without reexecuting this Agreement by substituting a
replacement of this page with new elections. To the extent this Part 12 is not completed, the
default provisions in the BPD apply. 


	
 

	
 

	
 

	
 

	
 

	
 


	
60.

	
Are Participant
 loans permitted? (See Article 14 of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
No


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
b.

	
Yes


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o

	
(1)

	
Use the default loan procedures under Article 14
 of the BPD.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
x

	
(2)

	
Use a separate written loan policy to modify the
 default loan procedures under Article 14 of the BPD.








	
 


	



	
© 2001 SunTrust Bank 





21







	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
61.

	
Are
Participants permitted to direct investments? (See Section 13.5(c) of the
BPD.) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
No


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
b.

	
Yes


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
x 

	
(1)

	
Specify
 Accounts: All Accounts


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
x 

	
(2)

	
Check
this selection if the Plan is intended to comply with ERISA §404(c). (See
Section 13.5(c)(2) of the BPD.) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
62.

	
Is
any portion of the Plan daily valued? (See Section 13.2(b) of the BPD.) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o 

	
a.

	
No


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x 

	
b.

	
Yes.
 Specify Accounts and/or investment options: All Accounts


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
63.

	
Is
any portion of the Plan valued periodically (other than daily)? (See Section
13.2(a) of the BPD.) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x 

	
a.

	
No


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o 

	
b.

	
Yes


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o 

	
(1)

	
Specify Accounts and/or investment options:___________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o 

	
(2)

	
Specify valuation date(s):___________________________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
o 

	
(3)

	
The following special allocation rules apply: [If this Ms (3) is not
checked, the Balance Forward Method under Section 13.4(a) of the BPD
applies.] 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o 

	
(a)

	
Weighted average method. (See Section
 13.4(a)(2)(i) of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o 

	
(b)

	
Adjusted
 percentage method, taking into account__________% of contributions made during the
 valuation period. (See Section 13.4(a)(2)(ii) of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o 

	
(c)

	
(Describe
 allocation rules)_____________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
[Practitioner
Note: Any allocation rules described in (c) must be in accordance with a
definite predetermined formula that is not based on compensation, that
satisfies the nondiscrimination requirements of §1.401(a) (4) of the
regulations, and that is applied uniformly to all Participants.]  








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
64.

	
Does
the Plan accept Rollover Contributions? (See Section 3.2 of the BPD.) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
No

	
 

	
x

	
b.

	
Yes

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
65.

	
Are
life insurance investments permitted? (See Article 15 of the BPD.) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
a.

	
No

	
 

	
o

	
b.

	
Yes

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
66.

	
Do
the default QDRO procedures  under Section 11.5 of the BPD apply? 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
No

	
 

	
x

	
b.

	
Yes

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
67.

	
Do
the default claims procedures under Section 11.6 of the BPD apply? 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
No

	
 

	
x

	
b.

	
Yes

	
 








	
 


	
Part 13 - Miscellaneous Elections 








	
 

	
 

	
 

	
 


	
v

	
The following elections override certain default provisions
under the BPD and provide special rules for administering the Plan. Complete
the following elections to the extent they apply to the Plan. 


	
 

	
 

	
 

	
 


	
o  68. 

	
Determination of Highly
 Compensated Employees.


	
 

	
 

	
 

	
 


	
 

	
o 

	
a.

	
The Top-Paid
Group Test applies. [If this selection a. is not checked, the
Top-Paid Group Test will not apply. See Section
22.99 (b) (4) of the BPD.] 


	
 

	
 

	
 

	
 


	
 

	
o 

	
b.

	
The Calendar
Year Election applies. [This selection b. may only be chosen if the Plan
Year is not the calendar year. See
Section 22.9 9 (b) (5) of the BPD.] 








	
 


	



	
© 2001 SunTrust Bank





22







	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
o 69.

	
Special elections for applying the
 Annual Additions Limitation under Code §415.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o 

	
 

	
a.

	
 

	
The Limitation
 Year is the 12-month period ending____. [If this selection a. is not checked, the Limitation
 Year is the same as the
 Plan Year.]


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o 

	
 

	
b.

	
 

	
Total Compensation includes imputed compensation for a terminated
 Participant who is permanently and totally
 Disabled. (See Section 7.4(g)(3) of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o 

	
 

	
c.

	
 

	
Operating rules. Instead of the
default provisions under Article 7 of the BPD, the following rules apply: ____


	
 

	
 

	
 

	
 

	
 

	
 


	
o 70.

	
Election to use Old-Law Required
 Beginning Date. The Old-Law Required Beginning Date (as
 defined in Section 10.3(a)(2) of the BPD)
 applies instead of the Required Beginning Date rules under Section 10.3(a)(l)
 of the BPD.


	
 

	
 


	
x 71.

	
Service credited with Predecessor
 Employers: (See Section 6.7 of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
 

	
a.

	
 

	
(Identify Predecessor Employers) Resort
 Development International Corp.; Resort Title Insurance Corp.; RDI Resources,
 Inc.; Dellona Enterprise. Inc.; RDI Resort Services Corporation; and
 Properties of the Southwest. L.P.     


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x

	
 

	
b.

	
 

	
Service is credited with these Predecessor Employers
 for the following purposes:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
x

	
(1)

	
The eligibility service
 requirements elected in Part 1 of this Agreement.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
x

	
(2)

	
The vesting schedule(s) elected in Part 6 of this
 Agreement.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(3)

	
The allocation requirements
 elected in Part 4 of this Agreement.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
 

	
c.

	
 

	
The following service will not
 be recognized: _______________________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
[Note: If the
Employer is maintaining the Plan of a Predecessor Employer, service with such
Predecessor Employer must be counted for all purposes under the Plan.
This #71 may be completed with respect to such Predecessor Employer indicating all service under selections (1), (2)
and (3) will be credited. The failure to complete this #71 where the Employer
is maintaining the Plan of a Predecessor Employer will not override the
requirement that such predecessor service be credited for all purposes under
the Plan. (See Section 6.7 of the BPD.) If
the Employer is not maintaining the Plan of a Predecessor Employer, service
with such Predecessor Employer will be credited under this Plan only
if specifically elected under this #71. If the above crediting rules are to apply differently to service with different
Predecessor Employers, attach separately completed elections for this
item, using the same format as above but listing only those Predecessor Employers to which the separate attachment
relates.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
o 72.

	
Special rules where Employer
 maintains more than one plan.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o 

	
 

	
a.

	
 

	
Top-heavy
 minimum contribution - Employer maintains this Plan and one or more Defined Contribution
 Plans. If this Plan is a Top-Heavy Plan, the Employer will provide
 any required top-heavy minimum contribution
 under: (See Section 16.2(a)(5)(i) of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(1)

	
This Plan.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(2)

	
The following Defined Contribution Plan maintained by the Employer: _______________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(3)

	
Describe method for providing the top-heavy minimum contribution: _______________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
 

	
b.

	
 

	
Top-heavy minimum benefit -
 Employer maintains this Plan and one or more Defined Benefit Plans. If this Plan is a Top-Heavy Plan,
 the Employer will provide any required
 top-heavy minimum contribution or benefit under: (See Section 16.2(a)(5)(ii)
 of the BPD.)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(1)

	
This Plan, but the minimum
 required contribution is increased from 3% to 5% of Total Compensation
 for the Plan Year.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(2)

	
The following Defined Benefit Plan maintained by the Employer: _______________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(3)

	
Describe method for providing the top-heavy minimum contribution: _____________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	



	
 

	
o

	
 

	
c.

	
 

	
Limitation on
 Annual Additions. This c.
 should be checked only if the Employer maintains another Defined Contribution
 Plan in which any Participant is a participant, and the Employer will not
 apply the rules set forth under Section
 7.2 of the BPD. Instead, the Employer will limit Annual Additions in the
 following manner:


	
 

	
 

	
 

	
 

	
 

	









	
 


	



	
© 2001
 SunTrust Bank


	
 


	
23













	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
x 73.

	
Special definition of Disabled. In applying the allocation conditions
under
Parts 4B and 4C, the special vesting provisions under Part 6, and the
distribution provisions under Parts 9 and 10 of this Agreement, the following
definition of Disabled applies instead of the definition under Section 22.53
of the BPD: Total inability to engage in any substantial gainful activity
at the individual’s customary level of compensation or competence and
responsibility as an Employee due to any medically determinable physical or
mental impairment(s) which may be expected to result in death
or to last for a continuous period of at least 12 months as determined by a
qualified physician or other medical practitioner
selected by the Plan Admin, for this purpose in accordance w/ uniform or
nondiscriminatory standards. [Note: Any definition included under this #73 must satisfy the requirements of
§1.401 (a) (4) of the regulations and must be
applied uniformly to all Participants.] 


	
 

	
 


	
x 74.

	
Fail-Safe Coverage Provision. [This selection #74 must be checked to
apply the
 Fail-Safe Coverage Provision under Section
 2.7 of the BPD.]


	
 

	
 


	
 

	
x

	
 

	
a.

	
 

	
The Fail-Safe Coverage Provision described in Section 2.7 of the BPD
 applies without modification.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
 

	
b.

	
 

	
The Fail-Safe
 Coverage Provisions described in Section 2.7 of the BPD applies with the
 following modifications:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(1)

	
The special rule for Top-Heavy Plans under Section 2.7(a) of the BPD
 does not apply.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
o

	
(2)

	
The
 Fail-Safe Coverage Provision is based on Included Compensation as described
 under Section 2.7(d) of the BPD.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
o 75.

	
Election not to participate (see Section 1.10 of the BPD).
An Employee may make a one-time irrevocable election not to participate under
the Plan upon inception of the Plan or at any time prior to the time the
Employee first becomes eligible to participate under any plan maintained by the Employer. [Note: Use of this provision could result in a
violation of the minimum coverage rules under Code §410(b).] 


	
 

	
 


	
o 76.

	
Protected Benefits. If there are any
 Protected Benefits provided under this Plan that are not specifically
 provided for under this Agreement, check this #76 and attach an addendum to
 this Agreement describing the Protected Benefits.








	
 


	



	
© 2001
 SunTrust Bank





24







	
 

	
 

	
 

 	
 

	
 

	
 


	
Signature Page


	
 

	
 

	 	
 

	
 

	
 


	
By signing this page, the Employer agrees to adopt (or amend) the Plan which consists of BPD #02 and the provisions elected in
 this Agreement. The Employer agrees that the Prototype Sponsor has no responsibility or liability regarding the suitability of the Plan for the
 Employer’s needs or the options elected under this Agreement. It is recommended that the Employer consult with legal counsel before executing
 this Agreement.


	
 

	
 

	 	
 

	
 

	
 


	
77.

	
Name and title
 of authorized representative(s):

	 	
Signature(s):

	
 

	
Date:


	
 

	
Vicki Falkins - Assistant VP of HR

	 	


	
 

	
5/13/08


	
 

	

 
	
 

	

 
	
 

	

 

	
 

	

 
	
 

	

 
	
 

	

 

	
 

	

 
	
 

	

 
	
 

	

 







	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
78.

	
Effective Date of this Agreement:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o 

	
 

	
a.

	
 

	
New Plan. Check
 this selection if this is a new Plan. Effective Date of the Plan is: _________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
x 

	
 

	
b.

	
 

	
Restated Plan.
 Check this selection if this is a restatement of an existing plan. Effective
 Date of the restatement is: January 1,
 2008


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(1)

	
 

	
Designate the plan(s) being amended by this
 restatement: Bluegreen Corporation Retirement Savings Plan


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(2)

	
 

	
Designate the original Effective
 Date of this Plan (optional): March 31, 1992


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o 

	
 

	
c.

	
 

	
Amendment by page substitution.
 Check this selection if this is an amendment by substitution of certain pages
 of this Adoption Agreement. [If this c. is
 checked, complete the remainder of this Signature Page in the same manner as
 the Signature Page being replaced.]


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(1)

	
 

	
Identify the page(s) being replaced: _______________________________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(2)

	
 

	
Effective Date(s) of such changes: _______________________________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o 

	
 

	
d.

	
 

	
Substitution of sponsor.
 Check this selection if a successor to the original plan sponsor is
 continuing this Plan as a successor
 sponsor, and substitute page 1 to identify the successor as the Employer.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(1)

	
 

	
Effective Date of the amendment is: ______________________________________


	
o  79. 

	
Check this #79 if any special Effective Dates apply under Appendix A of
 this Agreement and complete the relevant sections
 of Appendix A.


	
 

	
 


	
80.

	
Prototype
 Sponsor information. The
 Prototype Sponsor will inform the Employer of any amendments made to the Plan
 and will notify the Employer if it discontinues or abandons the Plan. The
 Employer may direct inquiries regarding the Plan or the effect of the
 Favorable IRS Letter to the Prototype Sponsor or its authorized
 representative at the following location:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
 

	
Name of Prototype Sponsor (or
 authorized representative):


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
SunTrust Bank


	
 

	
 

	
 

	
 


	
 

	
b.

	
 

	
Address of Prototype Sponsor (or
 authorized representative):


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
8515 E. Orchard Rd. Greenwood Village, CO 80111


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
 

	
Telephone number of Prototype
 Sponsor (or authorized representative):


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
1-800-211-8757


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Important information about this
 Prototype Plan. A failure to properly complete the
 elections in this Agreement or to operate the
 Plan in accordance with applicable law may result in disqualification of the
 Plan. The Employer may rely on the Favorable IRS Letter issued by the
 National Office of the Internal Revenue Service to the Prototype Sponsor as
 evidence that the Plan is qualified under §401 of the Code, to the extent
 provided in Announcement 2001-77. The Employer may not rely on the Favorable
 IRS Letter in certain circumstances or with respect to certain qualification
 requirements, which are specified in the Favorable IRS Letter issued with
 respect to the Plan and in Announcement 2001-77. In order to obtain reliance
 in such circumstances or with respect to
 such qualification requirements, the Employer must apply to the office of
 Employee Plans Determinations of the Internal Revenue Service for a
 determination letter. See Section 22.87 of the BPD.








	
 


	



	
© 2001 SunTrust Bank 


	
 


	
25













	
 


	
Trustee Declaration





By
signing this Trustee Declaration, the Trustee agrees to the duties,
responsibilities and liabilities imposed on the Trustee by the BPD #02 and this
Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
81.

	
Name(s) of Trustee(s): 

	
 

	
Signature(s) of Trustee(s):

	
 

	
Date: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
SunTrust
 Bank

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
82.

	
Effective date of this Trustee Declaration: January 1, 2008


	
 

	
 

	
 

	
 

	
 

	
 


	
83.

	
The Trustee’s investment powers are:








	
 

	
 

	
 

	
 


	
 

	
o

	
a.

	
Discretionary
 Trustee. The
 Trustee has discretion to invest Plan assets. This discretion is limited to
 the extent Participants are permitted to
 give investment direction, or to the extent the Trustee is subject to direction
 from the Plan Administrator, the
 Employer, an Investment Manager or other Named Fiduciary.


	
 

	
 

	
 

	
 


	
 

	
x

	
b.

	
Directed Trustee only. The Trustee may only invest Plan assets as
 directed by Participants or by the Plan Administrator, the Employer, an Investment
 Manager or other Named Fiduciary.


	
 

	
 

	
 

	
 


	
 

	
o

	
c.

	
Separate
 trust agreement.
 The Trustee’s investment powers are determined under a separate trust
 document which replaces (or is adopted in
 conjunction with) the trust provisions under the BPD. [Note: The separate trust document
 is incorporated as part of this Plan and must be attached hereto. The
 responsibilities, rights and powers of
 the Trustee are those specified in the separate trust agreement. If this c.
 is checked, the Trustee need not sign or date this Trustee Declaration
 under #81 above.]








	
 


	



	
©
 2001 SunTrust Bank


	
 


	
26













	
 


	
Co-Sponsor Adoption Page #1








	
 

	
 

	
 

	
 

	
 


	
x

	
 

	
Check this selection and complete the remainder of this page if a
 Related Employer will execute this Plan as a Co-Sponsor. [Note: Only a Related Employer (as
 defined in Section 22.164 of the BPD) that executes this Co-Sponsor Adoption
 Page may adopt the Plan as a Co-Sponsor. See Article 21 of the BPD for rules
 relating to the adoption of the Plan
 by a Co-Sponsor. If there is more than one Co-Sponsor, each one should
 execute a separate Co-Sponsor Adoption Page. Any reference to the “Employer” in this Agreement is also a
 reference to the Co-Sponsor, unless otherwise noted.]


	
 

	
 

	
 

	
 

	
 


	
84.

	
 

	
Name of Co-Sponsor: Bluegreen Southwest One, L.P.


	
 

	
 

	
 

	
 

	
 


	
85.

	
 

	
Employer
 Identification Number (EIN) of the Co-Sponsor: 65-0796380


	
 

	
 

	
 

	
 

	
 


	
By
 signing this page, the Co-Sponsor agrees to adopt (or to continue its
 participation in) the Plan identified on page 1 of this Agreement. The Plan
 consists of the BPD #02 and the provisions elected in this Agreement.








	
 

	
 

	
 

	
 

	
 

	
 


	
86.

	
Name and
 title of authorized representative(s):

	
 

	
Signature(s):

	
 

	
Date: 


	
 

	
Vicki Falkins - Assistant VP of HR

	
 

	


	
 

	
5/13/08


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	









	
 

	
 

	
 

	
 

	
 


	
87.

	
 

	
Effective date of this Co-Sponsor Adoption Page: January 1,
2008


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
a.     Check
 here if this is the initial adoption of a new Plan by the Co-Sponsor.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
b.     Check
 here if this is an amendment or restatement of an existing plan maintained by
 the Co-Sponsor, which is merging into the Plan being adopted.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
Designate
 the plan(s) being amended by this restatement:
 _________________________


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
Designate
 the original Effective Date of the Co-Sponsor’s Plan (optional):
 ___________


	
 

	
 

	
 

	
 

	
 


	
o

	
88.

	
Allocation of contributions. If this #88 is checked, contributions
 made by the Related Employer signing this Co-Sponsor Adoption Page (and any
 forfeitures relating to such contributions) will be allocated only to
 Participants actually employed by the Related Employer making the
 contribution and Employees of the Related Employer will not share in an
 allocation of contributions (or forfeitures relating to such contributions)
 made by the Employer or any other Related Employer. [Note: The selection of this #88
 may require additional testing of the Plan. See Section 21.3 of the BPD.]


	
 

	
 

	
 

	
 

	
 


	
o

	
89.

	
Describe any special Effective Dates:
 _________________________________________________


	
 

	
 

	
 

	
 

	
 








	
 


	



	
©
 2001 SunTrust Bank


	
 


	
27













	
 


	
Co-Sponsor Adoption Page #2








	
 

	
 

	
 

	
 

	
 


	
x

	
 

	
Check this selection and complete the remainder of this page if a
 Related Employer will execute this Plan as a Co-Sponsor. [Note: Only a Related Employer (as
 defined in Section 22.164 of the BPD) that executes this Co-Sponsor Adoption
 Page may adopt the Plan as a Co-Sponsor. See Article 21 of the BPD for rules
 relating to the adoption of the Plan by a Co-Sponsor. If there is more than
 one Co-Sponsor, each one should execute a separate Co-Sponsor Adoption Page.
 Any reference to the “Employer” in this Agreement is also a reference to the
 Co-Sponsor, unless otherwise noted.]


	
 

	
 

	
 

	
 

	
 


	
90.

	
 

	
Name of Co-Sponsor: BXG Realty Tennessee, Inc.


	
 

	
 

	
 

	
 

	
 


	
91.

	
 

	
Employer Identification Number (EIN) of the Co-Sponsor:
62-1697300


	
 

	
 

	
 

	
 

	
 


	
By
 signing this page, the Co-Sponsor agrees to adopt (or to continue its
 participation in) the Plan identified on page 1 of this Agreement. The Plan
 consists of the BPD #02 and the provisions elected in this Agreement.








	
 

	
 

	
 

	
 

	
 

	
 


	
92.

	
Name and
 title of authorized representative(s):

	
 

	
Signature(s):

	
 

	
Date: 


	
 

	
Vicki Falkins - Assistant VP of HR

	
 

	


	
 

	
5/13/08


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	









	
 

	
 

	
 

	
 

	
 


	
93.

	
 

	
Effective date of this Co-Sponsor Adoption Page: January 1,
2008


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
a.     Check
 here if this is the initial adoption of a new Plan by the Co-Sponsor.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
b.     Check
 here if this is an amendment or restatement of an existing plan maintained by
 the Co-Sponsor, which is merging into the Plan being adopted.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
Designate
 the plan(s) being amended by this restatement: _______________________


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
Designate
 the original Effective Date of the Co-Sponsor’s Plan (optional):
_________


	
 

	
 

	
 

	
 

	
 


	
o

	
94.

	
Allocation of contributions. If this #94 is checked, contributions
 made by the Related Employer signing this Co-Sponsor Adoption Page (and any forfeitures
 relating to such contributions) will be allocated only to Participants actually employed by
 the Related Employer making the contribution and Employees of the Related
 Employer will not share in an allocation of contributions (or forfeitures
 relating to such contributions) made by the Employer or any other Related
 Employer. [Note: The selection of this #94 may require additional testing
 of the Plan. See Section 21.3 of the BPD.]


	
 

	
 

	
 

	
 

	
 


	
o

	
95.

	
Describe any special Effective Dates:
_________________________________________________








	
 


	



	
© 2001 SunTrust Bank


	
 


	
28













	
 


	
Co-Sponsor Adoption Page #3







	
 

	
 


	
x 

	
Check this selection and complete the remainder of this page if a
 Related Employer will execute this Plan as a Co-Sponsor. [Note: Only a Related Employer (as
 defined in Section 22.164 of the BPD) that executes this Co-Sponsor Adoption
 Page may adopt the Plan as a Co-Sponsor. See Article 21 of the BPD for rules
 relating to the adoption of the Plan by a Co-Sponsor. If there is more than
 one Co-Sponsor, each one should execute a separate Co-Sponsor Adoption Page. Any reference to the “Employer” in this
 Agreement is also a reference to the Co-Sponsor, unless otherwise noted.] 


	
 

	
 


	
96.

	
Name of Co-Sponsor: Resort Title Agency, Inc.


	
 

	
 


	
97.

	
Employer Identification Number (EIN) of the Co-Sponsor:
59-2150721





By
signing this page, the Co-Sponsor agrees to adopt (or to continue its
participation in) the Plan identified on page 1 of this Agreement. The Plan
consists of the BPD #02 and the provisions elected in this Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
98. 

	
Name and
 title of authorized representative(s): 

	
 

	
Signature(s): 

	
 

	
Date:


	
 

	
Vicki Falkins - Assistant VP of HR  

	
 

	


	
 

	
5/13/08


	
 

	


	
 

	


	
 

	



	
 


	
 

	


	
 

	


	
 

	



	
 


	
 

	


	
 

	


	
 

	









	
 

	
 

	
 


	
99.

	
Effective date of this Co-Sponsor Adoption Page: January 1,
2008


	
 

	
 

	
 


	
 

	
o 

	
a.     Check
 here if this is the initial adoption of a new Plan by the Co-Sponsor.


	
 

	
 

	
 


	
 

	
o 

	
b.     Check
 here if this is an amendment or restatement of an existing plan maintained by
 the Co-Sponsor, which is merging into the Plan being adopted.


	
 

	
 

	
 


	
 

	
 

	
(1)     Designate
 the plan(s) being amended by this restatement:
 _________________________


	
 

	
 

	
 


	
 

	
 

	
(2)     Designate
 the original Effective Date of the Co-Sponsor’s Plan (optional):  ___________


	
 

	
 

	
 


	
o  100. 

	
Allocation of contributions. If this #100 is checked, contributions
made by the Related Employer signing this Co-Sponsor Adoption Page (and any forfeitures
relating to such contributions) will be allocated only to Participants actually employed by
the Related Employer making the contribution and Employees of the Related
Employer will not share in an allocation of contributions (or forfeitures
relating to such contributions) made by the Employer or any other Related
Employer. [Note:
The selection of this #100 may require additional testing of the Plan. See
Section 21.3 of the BPD.]  


	
 

	
 

	
 


	
o  101. 

	
Describe any special Effective Dates: 
_________________________________________________


	
 

	
 


	



	
© 2001 SunTrust Bank





29







	
 


	
Co-Sponsor Adoption Page #4








	
 

	
 


	
x 

	
Check this selection and complete the remainder of this page if a
 Related Employer will execute this Plan as a Co-Sponsor. [Note: Only a Related
 Employer (as defined in Section 22.164 of the BPD) that executes this
 Co-Sponsor Adoption Page may adopt
 the Plan as a Co-Sponsor. See Article 21 of the BPD for rules relating to the
 adoption of the Plan by a
 Co-Sponsor. If there is more than one Co-Sponsor, each one should execute a
 separate Co-Sponsor Adoption Page.
 Any reference to the “Employer” in this Agreement is also a reference to the
 Co-Sponsor, unless otherwise noted.]


	
 

	
 


	
102.

	
Name of Co-Sponsor: Bluegreen Carolina Lands, LLC


	
 

	
 


	
103.

	
Employer
 Identification Number (EIN) of the Co-Sponsor: 65-0941345 





By
signing this page, the Co-Sponsor agrees to adopt (or to continue its
participation in) the Plan identified on page 1 of this Agreement. The Plan
consists of the BPD #02 and the provisions elected in this Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
104. 

	
Name and
 title of authorized representative(s): 

	
 

	
Signature(s): 

	
 

	
Date:


	
 

	
Vicki Falkins - Assistant VP of HR  

	
 

	


	
 

	
5/13/08  


	
 

	


	
 

	


	
 

	



	
 


	
 

	


	
 

	


	
 

	



	
 


	
 

	


	
 

	


	
 

	









	
 

	
 

	
 


	
105.

	
Effective
 date of this Co-Sponsor Adoption Page: January 1, 2008 


	
 

	
 

	
 


	
 

	
o 

	
a.     Check
 here if this is the initial adoption of a new Plan by the Co-Sponsor.


	
 

	
 

	
 


	
 

	
o 

	
b.     Check
 here if this is an amendment or restatement of an existing plan maintained by
 the
        Co-Sponsor, which is merging into the Plan being adopted.


	
 

	
 

	
 


	
 

	
 

	
        (1)     Designate
 the plan(s) being amended by this restatement: _____________________


	
 

	
 

	
 


	
 

	
 

	
        (2)     Designate
 the original Effective Date of the Co-Sponsor’s Plan (optional): _______


	
 

	
 

	
 


	
o  106. 

	
Allocation of contributions. If this #106 is checked, contributions
made by the Related Employer signing this Co-Sponsor Adoption Page (and any forfeitures
relating to such contributions) will be allocated only to Participants
actually employed by the Related Employer making the contribution and
Employees of the Related Employer will not share in an allocation of contributions (or
forfeitures relating to such contributions) made by the Employer or any other
Related Employer. [Note: The selection of this #106 may require additional testing of
the Plan. See Section 21.3 of the BPD.]  


	
 

	
 

	
 


	
o  107. 

	
Describe any special Effective Dates:
_________________________________________________



	
 

	
 


	



	
© 2001
 SunTrust Bank





30







	
 


	
Co-Sponsor Adoption Page #5








	
 

	
 


	
x 

	
Check this selection and complete the remainder of this page if a
Related Employer will execute this Plan as a Co-Sponsor. [Note: Only a Related
Employer (as defined in Section 22.164 of the BPD) that executes this
Co-Sponsor Adoption Page may adopt the Plan as a Co-Sponsor. See Article 21
of the BPD for rules relating to the adoption of the Plan by a Co-Sponsor. If
there is more than one Co-Sponsor, each one should execute a separate
Co-Sponsor Adoption Page. Any
reference to the “Employer” in this Agreement is also a reference to the
Co-Sponsor, unless otherwise noted.] 


	
 

	
 


	
108.

	
Name of Co-Sponsor: Jordan Lake Preserve Corporation


	
 

	
 


	
109.

	
Employer
 Identification Number (EIN) of the Co-Sponsor: 65-1038536 





By
signing this page, the Co-Sponsor agrees to adopt (or to continue its
participation in) the Plan identified on page 1 of this Agreement. The Plan
consists of the BPD #02 and the provisions elected in this Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
110. 

	
Name and
 title of authorized representative(s): 

	
 

	
Signature(s): 

	
 

	
Date:


	
 

	
Vicki Falkins - Assistant VP of HR  


	
 

	


	
 

	
5/13/08  


	
 

	


	
 

	


	
 

	



	
 


	
 

	


	
 

	


	
 

	



	
 


	
 

	


	
 

	


	
 

	









	
 

	
 

	
 


	
111.

	
Effective date of this Co-Sponsor Adoption Page: January 1,
2008


	
 

	
 


	
 

	
o 

	
a.     Check
 here if this is the initial adoption of a new Plan by the Co-Sponsor.


	
 

	
 

	
 


	
 

	
o 

	
b.     Check
 here if this is an amendment or restatement of an existing plan maintained by
 the Co-Sponsor, which is merging into the Plan being adopted.


	
 

	
 

	
 


	
 

	
 

	
(1)     Designate
 the plan(s) being amended by this restatement:
 _________________________


	
 

	
 

	
 


	
 

	
 

	
(2)     Designate
 the original Effective Date of the Co-Sponsor’s Plan (optional): ___________


	
 

	
 

	
 


	
o  112. 

	
Allocation of contributions. If this #112 is checked, contributions
 made by the Related Employer signing this Co-Sponsor Adoption Page (and any
 forfeitures relating to such contributions) will be allocated only to
 Participants actually employed by the Related Employer making the
 contribution and Employees of the Related Employer will not share in an
 allocation of contributions (or forfeitures relating to such contributions)
 made by the Employer or any other Related Employer. [Note: The selection of this
 #112 may require additional testing of the Plan. See Section 21.3 of the BPD.]


	
 

	
 

	
 


	
o  113. 

	
Describe any special Effective Dates:
 _________________________________________________


	
 

	
 

	
 


	



	
© 2001 SunTrust Bank





31







	
 


	
Co-Sponsor Adoption Page #6








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
x

	
 Check this selection
and complete the remainder of this page if a Related Employer will execute
this Plan as a Co-Sponsor. [Note: Only a Related Employer (as defined in Section 22.164 of the BPD) that
executes this Co-Sponsor Adoption Page may adopt the Plan as a Co-Sponsor.
See Article 21 of the BPD for rules relating to the adoption of the Plan by a
Co-Sponsor. If there is more than one Co-Sponsor, each one should execute a
separate Co-Sponsor Adoption Page. Any reference to the “Employer”
in this Agreement is also a reference to the Co-Sponsor, unless otherwise
noted.]  


	
 

	
 

	
 

	
 

	
 

	
 


	
114.

	
Name of Co-Sponsor:
Bluegreen Southwest Land, Inc.


	
 

	
 

	
 

	
 

	
 

	
 


	
115.

	
 Employer Identification
Number (EIN) of the Co-Sponsor: 65-0910609 


	
 

	
 


	
By signing this page, the
 Co-Sponsor agrees to adopt (or to continue its participation in) the Plan
 identified on page 1 of this Agreement. The Plan consists of the BPD #02 and
 the provisions elected in this Agreement.


	
 

	
 

	
 

	
 


	
116.

	
Name and title of
 authorized representative(s):

	
Signature(s):

	
Date:


	
 

	
Vicki Falkins - Assistant VP of HR

	


	
5/13/08


	
 

	


	


	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	


	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	


	



	
 

	
 

	
 

	
 

	
 

	
 


	
117.

	
Effective date of this
Co-Sponsor Adoption Page: January 1, 2008 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o 

	
a.     Check
 here if this is the initial adoption of a new Plan by the Co-Sponsor.


	
 

	
 

	
 

	
 


	
 

	
o 

	
b.     Check
 here if this is an amendment or restatement of an existing plan maintained by
 the Co-Sponsor, which is merging into the Plan being adopted.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Designate the plan(s)
 being amended by this restatement: _______________________


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Designate the original
Effective Date of the Co-Sponsor’s Plan (optional): _________ 


	
 

	
 

	
 

	
 

	
 

	
 


	
o  118.  

	
Allocation of
contributions. If this #118 is
checked, contributions made by the Related Employer signing this Co-Sponsor
Adoption Page (and any forfeitures relating to such contributions) will be
allocated only to Participants actually employed by the Related Employer
making the contribution and Employees of the Related Employer will not share
in an allocation of contributions (or forfeitures relating to such
contributions) made by the Employer or any other Related Employer. [Note: The
selection of this #118 may require additional testing of the Plan. See
Section 21.3 of the BPD.]  


	
 

	
 

	
 

	
 

	
 

	
 


	

o 119. 

	
Describe any special
 Effective Dates: ______________________________________








	
 

	
 


	



	
© 2001 SunTrust Bank

	
 


	
 

	
 


	
 

	
32













	
 


	
Co-Sponsor Adoption Page #7








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
x

	
Check this selection
and complete the remainder of this page if a Related Employer will execute
this Plan as a Co-Sponsor. [Note:
Only a Related Employer (as defined in Section 22.164 of the BPD) that
executes this Co-Sponsor Adoption Page may adopt the Plan as a Co-Sponsor.
See Article 21 of the BPD for rules relating to the adoption of the Plan by a
Co-Sponsor. If there is more than one Co-Sponsor, each one should execute a
separate Co-Sponsor Adoption Page. Any reference to the “Employer”
in this Agreement is also a reference to the Co-Sponsor, unless otherwise
noted.]  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
120.

	
Name of Co-Sponsor: Catawba Falls, LLC


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
121.

	
Employer
 Identification Number (EIN) of the Co-Sponsor: 03-0466014


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
By signing this page, the
 Co-Sponsor agrees to adopt (or to continue its participation in) the Plan
 identified on page 1 of this Agreement. The Plan consists of the BPD #02 and
 the provisions elected in this Agreement.


	
 

	
 

	
 

	
 


	
122.

	
Name and title of
 authorized representative(s):

	
Signature(s):

	
Date:


	
 

	
Vicki Falkins - Assistant VP of  HR

	


	
5/13/08


	
 

	


	


	



	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	


	



	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	


	



	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
123.

	
Effective date of this
 Co-Sponsor Adoption Page: January 1, 2008


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	

o

	
a.     Check
 here if this is the initial adoption of a new Plan by the Co-Sponsor.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
o

	
b.     Check
 here if this is an amendment or restatement of an existing plan maintained by
 the Co-Sponsor, which is merging into the Plan being adopted.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Designate the plan(s)
 being amended by this restatement: _______________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Designate the original
Effective Date of the Co-Sponsor’s Plan (optional): __________ 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	

o 124.

	
Allocation of
contributions. If this #124 is
checked, contributions made by the Related Employer signing this Co-Sponsor
Adoption Page (and any forfeitures relating to such contributions) will be
allocated only to Participants actually employed by the Related Employer
making the contribution and Employees of the Related Employer will not share
in an allocation of contributions (or forfeitures relating to such
contributions) made by the Employer or any other Related Employer. [Note:
The selection of this #124 may require additional testing of the Plan. See
Section 21.3 of the BPD.] 


	
 

	
 


	
o 125.

	
Describe any special
Effective Dates: _______________________________________________ 








	
 

	
 


	



	
© 2001 SunTrust Bank

	
 


	
 

	
 


	
 

	
33













	
 


	
Co-Sponsor Adoption Page #8






	
 

	
 


	
x

	
Check this
selection and complete the remainder of this page if a Related Employer will
execute this Plan as a Co-Sponsor. [Note: Only a Related Employer (as defined in
Section 22.164 of the BPD) that executes this Co-Sponsor Adoption Page may
adopt the Plan as a Co-Sponsor. See Article 21 of the BPD for rules relating
to the adoption of the Plan by a Co-Sponsor. If there is more than one
Co-Sponsor, each one should execute a separate Co-Sponsor Adoption Page.
Any reference to the “Employer” in this Agreement is also a reference to the
Co-Sponsor, unless otherwise noted.]  


	
 

	
 


	
126.

	
Name of Co-Sponsor: Bluegreen Vacations Unlimited, Ltd. 


	
 

	
 


	
127.

	
Employer Identification Number (EIN) of the Co-Sponsor: 65-0433722






By
signing this page, the Co-Sponsor agrees to adopt (or to continue its
participation in) the Plan identified on page 1 of this Agreement. The Plan consists of the BPD #02 and the provisions elected
in this Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
128. 

	
Name and
 title of authorized representative(s): 

	
 

	
Signature(s): 

	
 

	
Date:


	
 

	
Vicki Falkins - Assistant VP of HR  

	
 

	


	
 

	
5/13/08  


	
 

	


	
 

	


	
 

	



	
 


	
 

	


	
 

	


	
 

	



	
 


	
 

	


	
 

	


	
 

	







	
 

	
 

	
 


	
129.

	
Effective date of this Co-Sponsor Adoption Page: January 1,
2008


	
 

	
 

	
 


	
 

	
o

	
a.     Check here if
 this is the initial adoption of a new Plan by the Co-Sponsor.


	
 

	
 

	
 


	
 

	
o

	
b.     Check here if
 this is an amendment or restatement of an existing plan maintained by the
 Co-Sponsor, which is merging into the Plan being adopted.


	
 

	
 

	
 


	
 

	
 

	
(1)     Designate the
 plan(s) being amended by this restatement: ______________________


	
 

	
 

	
 


	
 

	
 

	
(2)     Designate
 the original Effective Date of the Co-Sponsor’s Plan (optional): _________


	
 

	
 

	
 


	
o 130.

	
Allocation of contributions. If this #130 is checked, contributions made
by the Related Employer
signing this Co-Sponsor Adoption Page (and any forfeitures
relating to such contributions) will be allocated only to Participants
actually employed by the Related Employer making the contribution and
Employees of the Related Employer will not share in an allocation of contributions
(or forfeitures relating to such contributions) made by the Employer or any
other Related Employer. [Note: The
selection of this #130 may require additional testing of the Plan. See
Section 21.3 of the BPD.]  


	
 

	
 

	
 


	
o 131.

	
Describe any special Effective Dates: ______________________________________________


	
 


	
 

	
 


	



	
© 2001 SunTrust Bank





34






	
 


	
Co-Sponsor Adoption Page #9








	
 

	
 


	
x

	
Check this
selection and complete the remainder of this page if a Related Employer will
execute this Plan as a Co-Sponsor. [Note: Only a Related Employer (as defined in Section
22.164 of the BPD) that executes this Co-Sponsor Adoption Page may adopt the
Plan as a Co-Sponsor. See Article 21 of the BPD for rules relating to the
adoption of the Plan by a Co-Sponsor. If there is more than one Co-Sponsor,
each one should execute a separate Co-Sponsor Adoption Page.
Any reference to the “Employer” in this Agreement is also a reference to the
Co-Sponsor, unless otherwise noted.]  


	
 

	
 


	
132.

	
Name of
 Co-Sponsor: Bluegreen Communities of Texas L.P. 


	
 

	
 


	
133.

	
Employer Identification Number
 (EIN) for the Co-Sponsor: 20-3600096 





By
signing this page, the Co-Sponsor agrees to adopt (or to continue its
participation in) the Plan identified on page 1 of this Agreement. The Plan
consists of the BPD #02 and the provisions elected in this Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
134. 

	
Name and
 title of authorized representative(s): 

	
 

	
Signature(s): 

	
 

	
Date:


	
 

	
Vicki Falkins - Assistant VP of HR  

	
 

	


	
 

	
5/13/08 


	
 

	


	
 

	


	
 

	



	
 


	
 

	


	
 

	


	
 

	



	
 


	
 

	


	
 

	


	
 

	







	
 

	
 

	
 


	
135.

	
Effective date of this Co-Sponsor
 Adoption Page:
 January 1, 2008


	
 

	
 

	
 


	
 

	
o

	
a.     Check
 here if this is the initial adoption of a new Plan by the Co-Sponsor.


	
 

	
 

	
 


	
 

	
o

	
b.     Check
 here if this is an amendment or restatement of an existing plan maintained by
 the Co-Sponsor, which is merging into the Plan being adopted.


	
 

	
 

	
 


	
 

	
 

	
(1)     Designate
 the plan(s) being amended by this restatement: ______________________


	
 

	
 

	
 


	
 

	
 

	
(2)     Designate
 the original Effective Date of the Co-Sponsor’s Plan (optional): _________


	
 

	
 

	
 


	
o 136.

	
Allocation of
contributions. If this #136 is checked, contributions made by the Related Employer
signing this Co-Sponsor Adoption Page (and any forfeitures relating to such
contributions) will be allocated only to Participants actually employed by
the Related Employer making the contribution and Employees of the Related
Employer will not share in an allocation of contributions (or forfeitures
relating to such contributions) made by the Employer or any other Related Employer. [Note: The selection of this #136
may require additional testing of the Plan. See Section 21.3 of the BPD.]  


	
 

	
 

	
 


	
o 137.

	
Describe any
 special Effective Dates: ______________________________________________


	
 


	
 

	
 


	



	
© 2001 SunTrust Bank






35







EGTRRA

AMENDMENT TO THE


BLUEGREEN CORPORATION RETIREMENT
SAVINGS PLAN







EGTRRA -
Employer


ARTICLE I

PREAMBLE


	
 

	
 

	
 


	
1.1

	
Adoption
 and effective date of amendment. This amendment of the plan is adopted to
 reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act
 of 2001 (“EGTRRA”). This amendment is intended as good faith compliance with the
 requirements of EGTRRA and is to be construed in accordance with EGTRRA and
 guidance issued thereunder. Except as otherwise provided, this amendment
 shall be effective as of the first day of the first plan year beginning after
 December 31, 2001.


	
 

	
 


	
1.2

	
Supersession
 of inconsistent provisions. This amendment shall supersede the provisions of
 the plan to the extent those provisions are inconsistent with the provisions of
 this amendment.


	
 

	
 


	
ARTICLE
 II


	
ADOPTION AGREEMENT ELECTIONS


	
 

	
 


	
 

	



	
 

	
 


	
 

	
The questions in this Article II
 only need to be completed in order to override the default provisions set
 forth below. If all of the default
 provisions will apply, then these questions should be skipped.


	
 

	
 


	
 

	
Unless the
 employer elects otherwise in this Article II, the following defaults apply:


	
 

	
 


	
 

	
1)

	
The vesting schedule for matching
 contributions will be a 6 year graded schedule (if the plan currently has a graded schedule that does not satisfy EGTRRA) or
 a 3 year cliff schedule (if the plan currently has a cliff schedule that does
 not satisfy EGTRRA), and such schedule will apply to all matching
 contributions (even those made prior to 2002).


	
 

	
 

	
 


	
 

	
2)

	
Rollovers are
 automatically excluded in determining whether the $5,000 threshold has been
 exceeded for automatic cash-outs (if the plan is not subject to the
 qualified joint and survivor annuity rules and provides for automatic cash-outs). This is applied to all
 participants regardless of when the distributable event occurred.


	
 

	
 

	
 


	
 

	
3)

	
The suspension period after a
 hardship distribution is made will be 6 months and this will only apply to hardship distributions made after 2001.


	
 

	
 

	
 


	
 

	
4)

	
Catch-up
 contributions will be allowed.


	
 

	
 

	
 


	
 

	
5)

	
For target benefit plans, the
 increased compensation limit of $200,000 will be applied retroactively (i.e.,
 to years prior to 2002).


	
 

	
 

	
 


	
 

	



	
 

	
 


	
2.1

	
Vesting
 Schedule for Matching Contributions


	
 

	
 


	
 

	
If there are matching
 contributions subject to a vesting schedule that does not satisfy EGTRRA,
 then unless otherwise elected below, for participants who complete an hour of
 service in a plan year beginning after December 31, 2001, the following
 vesting schedule will apply to all matching contributions subject to a
 vesting schedule:


	
 

	
 


	
 

	
If the
 plan has a graded vesting schedule (i.e., the vesting schedule includes a
 vested percentage that is more than 0% and less than 100%) the following will apply:








	
 

	
 

	
 


	
Years of vesting service

	
 

	
Nonforfeitable percentage


	
 

	
 

	
 


	
2

	
 

	
20%


	
3

	
 

	
40%


	
4

	
 

	
60%


	
5

	
 

	
80%


	
6

	
 

	
100%








	
 

	
 

	
 

	
 


	
 

	
If the
 plan does not have a graded vesting schedule, then matching contributions
 will be nonforfeitable upon the completion of 3 years of vesting service.


	
 

	
 

	
 

	
 


	
 

	
In
 lieu of the above vesting schedule, the employer elects the following
 schedule:


	
 

	
 

	
 

	
 


	
 

	
a.

	
o

	
3
 year cliff (a participant’s accrued benefit derived from employer matching
 contributions shall be nonforfeitable upon the participant’s completion of
 three years of vesting service).


	
 

	
 

	
 

	
 


	
 

	
b.

	
o

	
 6 year graded schedule (20% after 2 years
 of vesting service and an additional 20% for each year thereafter).


	
 

	
 

	
 

	
 


	
 

	
c.

	
o

	
Other
 (must be at least as liberal as a. or the b. above):








	
 


	



	
© 2002 SunTrust Bank





1







EGTRRA - Employer


	
 

	
 

	
 


	
Years of vesting service

	
 

	
Nonforfeitable percentage


	
 

	
 

	
 


	
_______

	
 

	
_______%


	
_______

	
 

	
_______%


	
_______

	
 

	
_______%


	
_______

	
 

	
_______%


	
_______

	
 

	
_______%








	
 

	
 

	
 

	
 


	
 

	
The
 vesting schedule set forth herein shall only apply to participants who
 complete an hour of service in a plan year beginning after
 December 31, 2001, and, unless the option below is elected, shall apply to
 all matching contributions subject to a vesting schedule. 


	
 

	
 


	
 

	
d.

	
o

	
The
 vesting schedule will only apply to matching contributions made in plan years
 beginning after December 31, 2001 (the prior schedule will apply to matching
 contributions made in prior plan years).


	
 

	
 

	
 

	
 


	
2.2

	
Exclusion of Rollovers in Application of Involuntary
 Cash-out Provisions (for profit sharing and 401(k) plans only). If the plan is not
 subject to the qualified joint and survivor annuity rules and includes
 involuntary cash-out provisions, then unless one of the options below is elected, effective
 for distributions made after December 31, 2001, rollover contributions will
 be excluded in determining the value of the participant’s nonforfeitable
 account balance for purposes of the plan’s involuntary cash-out rules.


	
 

	
 


	
 

	
a.

	
x

	
Rollover
 contributions will not be excluded.


	
 

	
 

	
 

	
 


	
 

	
b.

	
o

	
Rollover
 contributions will be excluded only with respect to distributions made after
 _____.
 (Enter a date no earlier than December 31, 2001.)


	
 

	
 

	
 

	
 


	
 

	
c.

	
o

	
Rollover
 contributions will only be excluded with respect to participants who
 separated from service after _____. (Enter a date. The date may be earlier than
 December 31, 2001.)


	
 

	
 

	
 

	
 


	
2.3

	
Suspension period of hardship distributions. If the plan provides
 for hardship distributions upon satisfaction of the safe harbor (deemed)
 standards as set forth in Treas. Reg. Section 1.401(k)-l(d)(2)(iv), then,
 unless the option below is elected, the suspension period following a hardship
 distribution shall only apply to hardship distributions made after December 31, 2001.


	
 

	
 


	
 

	
 

	
x

	
With
 regard to hardship distributions made during 2001, a participant shall be
 prohibited from making elective deferrals and employee contributions under
 this and all other plans until the later of January 1, 2002, or 6 months
 after receipt of the distribution.


	
 

	
 

	
 

	
 


	
2.4

	
Catch-up contributions (for 401(k) profit sharing plans
 only): The plan permits catch-up contributions (Article VI) unless the option
 below is elected.


	
 

	
 


	
 

	
 

	
o

	
The
 plan does not permit catch-up contributions to be made.


	
 

	
 

	
 

	
 


	
2.5

	
For target benefit plans only: The increased
 compensation limit ($200,000 limit) shall apply to years prior to 2002 unless
 the option below is elected.


	
 

	
 


	
 

	
 

	
o

	
The
 increased compensation limit will not apply to years prior to 2002.


	
 

	
 

	
 

	
 


	
ARTICLE III


	
VESTING OF MATCHING CONTRIBUTIONS


	
 

	
 


	
3.1

	
Applicability. This Article shall
 apply to participants who complete an Hour of Service after December 31,
 2001, with respect
 to accrued benefits derived from employer matching contributions made in plan
 years beginning after December 31, 2001. Unless otherwise elected by the
 employer in Section 2.1 above, this Article shall also apply to all such participants with
 respect to accrued benefits derived from employer matching contributions made
 in plan years beginning prior to January 1, 2002.


	
 

	
 


	
3.2

	
Vesting
 schedule. A participant’s accrued benefit derived from employer matching
 contributions shall vest as provided in Section 2.1 of this amendment.


	
 

	
 


	
ARTICLE IV 


	
INVOLUNTARY CASH-OUTS


	
 

	
 


	
4.1

	
Applicability
 and effective date. If the plan provides for involuntary cash-outs of
 amounts less than $5,000, then unless otherwise elected in Section 2.2 of this
 amendment, this Article shall apply for distributions made after December 31,
 2001, and
 shall apply to all participants. However, regardless of the preceding, this
 Article shall not apply if the plan is subject to the qualified joint and survivor
 annuity requirements of Sections 401(a)(l1) and 417 of the Code.


	
 

	
 


	
4.2

	
Rollovers
 disregarded in determining value of account balance for involuntary
 distributions. For purposes of the Sections of the plan that provide for the
 involuntary distribution of vested accrued benefits of $5,000 or less, the
 value of
 a participant’s nonforfeitable account balance shall be determined without
 regard to that portion of the account balance that is attributable to
 rollover contributions (and earnings allocable thereto) within the meaning of
 Sections








	
 


	



	
© 2002 SunTrust Bank





2







EGTRRA -
Employer


	
 

	
 


	
 

	
402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and
 457(e)(16) of the Code. If the value of the participant’s nonforfeitable
 account balance as so determined is $5,000 or less, then the plan shall
 immediately distribute the participant’s
 entire nonforfeitable account balance.


	
 

	
 


	
ARTICLE
 V


	
HARDSHIP DISTRIBUTIONS


	
 

	
 


	
5.1

	
Applicability and effective date.
 If the plan provides for hardship distributions upon satisfaction of the safe
 harbor (deemed) standards as set forth in
 Treas. Reg. Section 1.401(k)-l(d)(2)(iv), then this Article shall apply for
 calendar years beginning after 2001.


	
 

	
 


	
5.2

	
Suspension period following
 hardship distribution. A
 participant who receives a distribution of elective deferrals after December
 31, 2001, on account of hardship shall be prohibited from making elective
 deferrals and employee contributions under this and all other plans of the
 employer for 6 months after receipt of the distribution. Furthermore, if
 elected by the employer in Section 2.3 of this amendment, a participant who
 receives a distribution of elective deferrals in calendar year 2001 on
 account of hardship shall be prohibited from making elective deferrals and
 employee contributions under this and all
 other plans until the later of January 1, 2002, or 6 months after receipt of
 the distribution.





ARTICLE
VI

CATCH-UP CONTRIBUTIONS


Catch-up
Contributions. Unless
otherwise elected in Section 2.4 of this amendment, all employees who are
eligible to make elective deferrals under this plan and who have
attained age 50 before the close of the plan year shall be eligible to make
catch-up contributions in accordance with,
and subject to the limitations of, Section 414(v) of the Code. Such catch-up
contributions shall not be taken into account for purposes of the provisions of
the plan implementing the required limitations of Sections 402(g) and 415 of
the Code. The plan shall not be treated as failing to satisfy the provisions of
the plan implementing the requirements of Section 401(k)(3), 401(k)(l1),
401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making
of such catch-up contributions.


ARTICLE
VII

INCREASE IN COMPENSATION LIMIT


Increase in Compensation
Limit. The annual compensation of each participant taken into
account in determining allocations for any
plan year beginning after December 31, 2001, shall not exceed $200,000, as
adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B)
of the Code. Annual compensation means compensation during the plan year or
such other consecutive 12-month period over which compensation is otherwise
determined under the plan (the determination period). If this is a target
benefit plan, then except as otherwise elected in Section 2.5 of this
amendment, for purposes of determining benefit accruals in a plan year
beginning after December 31, 2001, compensation for any prior determination
period shall be limited to $200,000. The cost-of-living adjustment in effect
for a calendar year applies to annual compensation for the determination period
that begins with or within such calendar year.


ARTICLE VIII

PLAN LOANS


Plan
loans for owner-employees or shareholder-employees. If the plan permits loans to be made to
participants, then effective for plan loans made after December 31, 2001, plan
provisions prohibiting loans to any owner-employee or shareholder-employee
shall cease to apply.


ARTICLE IX

LIMITATIONS ON CONTRIBUTIONS (IRC
SECTION 415 LIMITS)


	
 

	
 


	
9.1

	
Effective date. This Section shall be effective for limitation
 years beginning after December 31, 2001.


	
 

	
 


	
9.2

	
Maximum annual addition. Except to
 the extent permitted under Article VI of this amendment and Section 414(v) of
 the Code, if applicable, the annual
 addition that may be contributed or allocated to a participant’s account
 under the plan for any limitation year shall not exceed the lesser of:


	
 

	
 


	
 

	
a.     $40,000, as adjusted for increases in the
 cost-of-living under Section 415(d) of the Code, or


	
 

	
 


	
 

	
b.     100
 percent of the participant’s compensation, within the meaning of Section
 415(c)(3) of the Code, for the limitation year.








	
 


	



	
© 2002 SunTrust Bank





3







EGTRRA -
Employer


	
 

	
 

	
 


	
 

	
The compensation limit
 referred to in b. shall not apply to any contribution for medical benefits
 after separation from service (within the
 meaning of Section 40l(h) or Section 419A(f)(2) of the Code) which is
 otherwise treated as an annual
 addition.


	
 

	
 


	
ARTICLE X

 MODIFICATION OF TOP-HEAVY RULES


	
 

	
 

	
 


	
10.1

	
Effective
 date. This Article shall apply for purposes of determining whether the plan
 is a top-heavy plan under Section 416(g) of the Code for plan years beginning
 after December 31, 2001, and whether the plan satisfies the minimum benefits requirements of Section 416(c) of
 the Code for such years. This Article amends the top-heavy provisions of the plan.


	
 

	
 

	
 


	
10.2

	
Determination
 of top-heavy status.


	
 

	
 

	
 


	
10.2.1

	
Key employee. Key employee means any employee or former
 employee (including any deceased employee) who at any time during the plan year that includes the determination date was an
 officer of the employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(l)
 of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the employer, or a 1-percent
 owner of the employer having annual compensation of more than $150,000. For
 this purpose, annual compensation means compensation within the meaning of
 Section 415(c)(3) of the Code. The determination of who is a key employee
 will be made in accordance with Section 416(i)(l)
 of the Code and the applicable regulations and other guidance of general
 applicability issued thereunder.


	
 

	
 

	
 


	
10.2.2

	
Determination of present
 values and amounts.
 This Section 10.2.2 shall apply for purposes of determining the present values of accrued benefits and the amounts of
 account balances of employees as of the determination date.


	
 

	
 

	
 


	
 

	
a.

	
Distributions
 during year ending on the determination date. The present values of
 accrued benefits and the amounts of account balances of an employee as of the
 determination date shall be increased by the distributions made with respect to the employee under the plan and any
 plan aggregated with the plan under Section
 416(g)(2) of the Code during the 1-year period ending on the determination
 date. The preceding sentence shall also apply to distributions under a
 terminated plan which, had it not been terminated, would have been aggregated
 with the plan under Section 416(g)(2)(A)(i) of the Code. In the case of a
 distribution made for a reason other than separation from service, death, or
 disability, this provision shall be applied by substituting “5-year period”
 for “1-year period.”


	
 

	
 

	
 


	
 

	
b.

	
Employees not performing
 services during year ending on the determination date. The accrued benefits and accounts of any
 individual who has not performed services for the employer during the 1-year
 period ending on the determination date
 shall not be taken into account.


	
 

	
 

	
 


	
10.3

	
Minimum
 benefits.


	
 

	
 

	
 


	
10.3.1

	
Matching
 contributions. Employer matching contributions shall be taken into
 account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and
 the plan. The preceding sentence shall apply with respect to matching contributions under the plan or, if the plan
 provides that the minimum contribution requirement shall be met in
 another plan, such other plan. Employer matching contributions that are used
 to satisfy the minimum contribution
 requirements shall be treated as matching contributions for purposes of the
 actual contribution percentage test and other requirements of Section
 401(m) of the Code.


	
 

	
 

	
 


	
10.3.2

	
Contributions
 under other plans. The employer may provide, in an addendum to this
 amendment, that the minimum benefit requirement shall be met in another plan
 (including another plan that consists solely of a cash or deferred arrangement which meets the requirements of
 Section 401(k)(12) of the Code and matching contributions with respect to
 which the requirements of Section 401(m)(l1) of the Code are met). The
 addendum should include the name of the other
 plan, the minimum benefit that will be provided under such other plan, and
 the employees who will receive the minimum benefit under such other plan.


	
 

	
 

	
 


	
ARTICLE XI

 DIRECT ROLLOVERS


	
 


	
11.1

	
Effective
 date. This Article shall apply to distributions made after December 31,
 2001.


	
 

	
 

	
 


	
11.2

	
Modification
 of definition of eligible retirement plan. For purposes of the
 direct rollover provisions of the plan, an eligible retirement plan shall also mean an annuity contract described
 in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state,
 political subdivision of a state, or any agency or instrumentality of a state
 or political subdivision of a state and which agrees to separately account
 for amounts transferred into such plan from this plan. The definition of
 eligible retirement plan shall also apply in the case of a


	
 

	
 

	
 


	



	
© 2002
 SunTrust Bank





4







EGTRRA - Employer


	
 

	
 

	
 


	
 

	
distribution to a surviving spouse, or to a spouse
 or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Section 414(p) of
 the Code.


	
 

	
 


	
11.3

	
Modification of definition of eligible rollover
 distribution to exclude hardship distributions. For
 purposes of the direct rollover
 provisions of the plan, any amount that is distributed on account of hardship
 shall not be an eligible rollover distribution and the distributee may not
 elect to have any portion of such a distribution paid directly to an eligible
 retirement plan.


	
 

	
 

	
 


	
11.4

	
Modification of definition of eligible rollover
 distribution to include after-tax employee contributions.
 For purposes of the direct rollover
 provisions in the plan, a portion of a distribution shall not fail to be an
 eligible rollover distribution merely because the portion consists of
 after-tax employee contributions which are not includible in gross income.
 However, such portion may be transferred only to an individual retirement
 account or annuity described in Section 408(a) or (b) of the Code, or
 to a qualified defined contribution plan described in Section 401(a) or
 403(a) of the Code that agrees to
 separately account for amounts so transferred, including separately
 accounting for the portion of such distribution which is includible in gross
 income and the portion of such distribution which is not so includible.


	
 

	
 

	
 


	
ARTICLE XII

 ROLLOVERS FROM OTHER PLANS


	
 


	
Rollovers from other plans. The
 employer, operationally and on a nondiscriminatory basis, may limit the
 source of rollover contributions that may
 be accepted by this plan.


	
 


	
ARTICLE XIII

 REPEAL OF MULTIPLE USE TEST


	
 


	
Repeal of Multiple Use Test. The
 multiple use test described in Treasury Regulation Section 1.401(m)-2 and the
 plan shall not apply for plan years
 beginning after December 31, 2001.


	
 


	
ARTICLE XIV

 ELECTIVE DEFERRALS


	
 


	
14.1

	
Elective Deferrals -
 Contribution Limitation.
 No participant shall be permitted to have elective deferrals made under this
 plan, or any other qualified plan maintained by the employer during any
 taxable year, in excess of the dollar limitation contained in Section
 402(g) of the Code in effect for such taxable year, except to the extent
 permitted under Article VI of this
 amendment and Section 414(v) of the Code, if applicable.


	
 

	
 

	
 


	
14.2

	
Maximum Salary Reduction
 Contributions for SIMPLE plans. If this is a SIMPLE 401(k) plan, then except to the extent
 permitted under Article VI of this amendment and Section 414(v) of the Code,
 if applicable, the maximum salary reduction
 contribution that can be made to this plan is the amount determined under
 Section 408(p)(2)(A)(ii) of the Code for the calendar year.


	
 

	
 

	
 


	
ARTICLE XV

 SAFE HARBOR PLAN PROVISIONS


	
 


	
Modification of Top-Heavy Rules.
 The top-heavy requirements of Section 416 of the Code and the plan shall not
 apply in any year beginning after December 31, 2001, in which the plan
 consists solely of a cash or deferred arrangement which meets the
 requirements of Section 401(k)(12) of the Code and matching contributions
 with respect to which the requirements of Section 401(m)(l1) of the Code are met.


	
 


	
ARTICLE XVI

 DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT


	
 


	
16.1

	
Effective date. This Article shall
 apply for distributions and transactions made after December 31, 2001,
 regardless of when the severance of employment occurred.


	
 

	
 

	
 


	
16.2

	
New distributable event. A participant’s elective deferrals,
qualified
 nonelective contributions, qualified matching contributions, and earnings
 attributable to these contributions shall be distributed on account of the
 participant’s severance from employment. However, such a distribution
 shall be subject to the other provisions of the plan regarding distributions, other than provisions that
 require a separation from service before such amounts may be distributed.


	
 

	
 

	
 


	



	
© 2002
 SunTrust Bank





5 







EGTRRA -
Employer


This
amendment has been executed this 13 day of May, 2008. 


Name of
Employer: Bluegreen Corporation


	
 

	
 


	
By:  

	
 


	


	
 


	
EMPLOYER

	
 


	
 


	
Name of Plan: Bluegreen
 Corporation Retirement Savings Plan


	
 


	



	
© 2002 SunTrust Bank 





6 







POST-EGTRRA

AMENDMENT TO THE


BLUEGREEN CORPORATION RETIREMENT SAVINGS PLAN







POST-EGTRRA - Employer


ARTICLE I 

PREAMBLE


	
 

	
 


	
1.1

	
Adoption
 and effective date of amendment. This amendment of the plan is adopted to
 reflect certain provisions of the Economic Growth and Tax Relief
 Reconciliation Act of 2001 (“EGTRRA”), the Job Creation and Worker Assistance
 Act of 2002, and other IRS guidance. This amendment is intended as good faith
 compliance with the requirements of EGTRRA and is to be construed in
 accordance with EGTRRA and guidance issued thereunder. Except as otherwise
 provided, this amendment shall be effective as of the first day of the first
 plan year beginning after December 31, 2001.


	
 

	
 


	
1.2

	
Supersession
 of inconsistent provisions. This amendment shall supersede the provisions of
 the plan to the extent those provisions are inconsistent with the provisions of
 this amendment.





ARTICLE II

ADOPTION AGREEMENT ELECTIONS


	
 

	
 

	
 

	
 


	
 

	
The
 questions in this Article II only need to be completed in order to override
 the default provisions set forth below.
 If all of the default provisions will apply, then these questions should be
 skipped.


	
 

	
 

	
 

	
 


	
 

	
Unless the employer elects otherwise in this Article II,
 the following defaults apply:


	
 

	
 

	
 

	
 


	
 

	
1.

	
If catch-up contributions are permitted, then the catch-up
 contributions are treated like any other elective
 deferrals for purposes of determining matching contributions under the plan.


	
 

	
 

	
 

	
 


	
 

	
2.

	
For plans subject to the qualified joint and survivor
 annuity rules, rollovers are automatically excluded in
 determining whether the $5,000 threshold has been exceeded for automatic
 cash-outs (if the plan provides for automatic cash-outs). This is applied to
 all participants regardless of when the distributable event occurred.


	
 

	
 

	
 

	
 


	
 

	
3.

	
Amounts that are “deemed 125 compensation” are not included
 in the definition of compensation.


	
 

	
 

	
 

	
 


	
2.1

	
Exclusion of Rollovers in Application of Involuntary
 Cash-out Provisions. If the plan is subject to the joint and survivor
 annuity rules and includes involuntary cash-out provisions, then unless one
 of the options below is elected, effective for distributions made after
 December 31, 2001, rollover contributions will be excluded in determining the
 value of
 a participant’s nonforfeitable account balance for purposes of the plan’s
 involuntary cash-out rules.


	
 

	
 

	
 

	
 


	
 

	
a.

	
x

	
Rollover
 contributions will not be excluded.


	
 

	
 

	
 

	
 


	
 

	
b.

	
o

	
Rollover
 contributions will be excluded only with respect to distributions made after _____.
 (Enter a date no earlier than December 31, 2001).


	
 

	
 

	
 

	
 


	
 

	
c.

	
o

	
Rollover
 contributions will only be excluded with respect to participants who
 separated from service after _____. (Enter a date. The date may be earlier than
 December 31, 2001.)


	
 

	
 

	
 

	
 


	
2.2

	
Catch-up contributions (for 401(k) profit sharing plans
 only): The plan permits catch-up contributions effective for calendar years
 beginning after December 31, 2001, (Article V) unless otherwise elected
 below.


	
 

	
 

	
 

	
 


	
 

	
a.

	
o

	
The
 plan does not permit catch-up contributions to be made.


	
 

	
 

	
 

	
 


	
 

	
b.

	
o

	
Catch-up
 contributions are permitted effective as of: _____ (enter a date no earlier than
 January 1, 2002).


	
 

	
 

	
 

	
 


	
 

	
And, catch-up contributions will be taken into account in
 applying any matching contribution under the Plan unless otherwise elected
 below.


	
 

	
 

	
 

	
 


	
 

	
c.

	
o

	
Catch-up
 contributions will not be taken into account in applying any matching
 contribution under the Plan.


	
 

	
 

	
 

	
 


	
2.3

	
Deemed 125 Compensation. Article VI of this
 amendment shall not apply unless otherwise elected below.


	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
Article
 VI of this amendment (Deemed 125 Compensation) shall apply effective as of
 Plan Years and Limitation Years beginning on or after ____ (insert the later of January 1,
 1998, or the first day of the first plan year the Plan used this definition).





ARTICLE III

INVOLUNTARY CASH-OUTS


	
 

	
 


	
3.1

	
Applicability
 and effective date. If the plan is subject to the qualified joint and
 survivor annuity rules and provides for involuntary cash-outs of amounts less
 than $5,000, then unless otherwise elected in Section 2.1 of this amendment,
 this Article
 shall apply for distributions made after December 31, 2001, and shall apply
 to all participants.


	
 

	
 


	
3.2

	
Rollovers
disregarded in determining value of account balance for involuntary
distributions. For purposes of the Sections of the plan that provide for the
involuntary distribution of vested accrued benefits of $5,000 or less, the
value of
a participant’s nonforfeitable account balance shall be determined without
regard to that portion of the account 







	
 


	



	
© 2003 SunTrust Bank





1







POST-EGTRRA - Employer


	
 

	
 


	
 

	
balance that is
 attributable to rollover contributions (and earnings allocable thereto)
 within the meaning of Sections 402(c), 403(a)(4), 403(b)(8),
 408(d)(3)(A)(ii), and 457(e)(l6) of the Code. If the value of the
 participant’s nonforfeitable account balance as so determined is $5,000 or
 less, then the plan shall immediately distribute the participant’s entire
 nonforfeitable account balance.





ARTICLE IV

HARDSHIP DISTRIBUTIONS


Reduction
of Section 402(g) of the Code following hardship distribution. If the plan provides for hardship
distributions upon satisfaction of the safe harbor (deemed) standards as set
forth in Treas. Reg. Section l.40l(k)-l(d)(2)(iv), then effective as of the
date the elective deferral suspension period is reduced from 12 months to 6
months pursuant to EGTRRA, there shall be no reduction in the maximum amount of
elective deferrals that a Participant may make pursuant to Section 402(g) of
the Code solely because of a hardship distribution made by this plan or any
other plan of the Employer.


ARTICLE V

CATCH-UP CONTRIBUTIONS


Catch-up
Contributions. Unless
otherwise elected in Section 2.2 of this amendment, effective for calendar
years beginning after December 31, 2001, all employees who are eligible to make
elective deferrals under this plan and who have attained age 50 before the
close of the calendar year shall be eligible to make catch-up contributions in
accordance with, and subject to the limitations of, Section 4l4(v) of the Code.
Such catch-up contributions shall not be taken into account for purposes of the
provisions of the plan implementing the required limitations of Sections 402(g)
and 415 of the Code. The plan shall not be treated as failing to satisfy the
provisions of the plan implementing the requirements of Sections 40l(k)(3),
40l(k)(l1), 40l(k)(l2), 4l0(b), or 416 of the Code, as applicable, by reason of
the making of such catch-up contributions.


If elected in Section 2.2,
catch-up contributions shall not be treated as elective deferrals for purposes
of applying any Employer matching contributions under the plan.


ARTICLE VI

DEEMED 125 COMPENSATION


If elected, this Article
shall apply as of the effective date specified in Section 2.3 of this amendment.
For purposes of any definition of compensation under this Plan that includes a
reference to amounts under Section 125 of the Code, amounts under Section 125
of the Code include any amounts not available to a Participant in cash in lieu
of group health coverage because the Participant is unable to certify that he
or she has other health coverage. An amount will be treated as an amount under
Section 125 of the Code only if the Employer does not request or collect
information regarding the Participant’s other health coverage as part of the
enrollment process for the health plan.


This amendment has been
executed this 13 day of May, 2008


Name of Plan: Bluegreen
Corporation Retirement Savings Plan


Name of Employer: Bluegreen
Corporation


	
 

	
 

	
 


	
By:

	


	
 


	
 

	



	
EMPLOYER

	
 








	
 


	



	
© 2003 SunTrust Bank 





2







401(a)(9) MODEL

AMENDMENT TO THE


BLUEGREEN CORPORATION RETIREMENT SAVINGS PLAN







401(a)(9) -
Sponsor


MINIMUM DISTRIBUTION
REQUIREMENTS AMENDMENT


ARTICLE I

GENERAL RULES


	
 

	
 


	
1.1

	
Effective Date. Unless a later effective date is specified in Section 6.1
of this
 Amendment, the provisions of this Amendment will apply for purposes of
 determining required minimum distributions for calendar years beginning with the 2002 calendar year.


	
 

	
 


	
1.2

	
Coordination
 with Minimum Distribution Requirements Previously in Effect. If the effective
 date of this Amendment is earlier than
 calendar years beginning with the 2003 calendar year, required minimum
 distributions for 2002 under this Amendment will be determined as follows. If
 the total amount of 2002 required minimum distributions under the Plan made to the distributee prior to the effective
 date of this Amendment equals or exceeds the required minimum distributions determined under this Amendment,
 then no additional distributions will be required to be made for 2002 on or
 after such date to the distributee. If the total amount of 2002 required
 minimum distributions under the Plan made to the distributee prior to the effective date of this Amendment is
 less than the amount determined under this Amendment, then required minimum distributions for 2002 on and after
 such date will be determined so that the total amount of required minimum
 distributions for 2002 made to the distributee will be the amount determined
 under this Amendment.


	
 

	
 


	
1.3

	
Precedence. The requirements of this Amendment will take precedence over
any
 inconsistent provisions of the Plan.


	
 

	
 


	
1.4

	
Requirements of Treasury Regulations
 Incorporated. All distributions required
 under this Amendment will be determined and made in accordance with the
 Treasury regulations under Section 401(a)(9) of the Internal Revenue Code.


	
 

	
 


	
1.5

	
TEFRA
 Section 242(b)(2) Elections. Notwithstanding the other provisions of
 this Amendment, distributions may be made under a designation made before
 January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the
 provisions of the Plan that relate to Section 242(b)(2) of TEFRA.


	
 

	
 


	
1.6

	
Adoption
 by prototype sponsor. Except as otherwise provided herein, pursuant to
 Section 5.01 of Revenue Procedure 2000-20,
 the sponsoring organization hereby adopts this amendment on behalf of all
 adopting employers.





ARTICLE II

TIME AND MANNER OF
DISTRIBUTION


	
 

	
 


	
2.1

	
Required
 Beginning Date. The Participant’s entire interest will be
 distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.


	
 

	
 


	
2.2

	
Death
 of Participant Before Distributions Begin. If the
 Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to
 be distributed, no later than as follows:


	
 

	
 


	
 

	
(a)          If the
Participant’s surviving spouse is the
 Participant’s sole designated beneficiary, then, except as provided in Article
 VI, 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.


	
 

	
 


	
 

	
(b)          If the
 Participant’s surviving spouse is not the Participant’s sole designated
 beneficiary, then, except as provided in
 Article VI, 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)          If
 there is no designated beneficiary as of September 30 of the year following
 the year of the Participant’s death, the Participant’s entire interest will
 be distributed by December 31 of the calendar year containing the fifth
 anniversary of the Participant’s death.


	
 

	
 


	
 

	
(d)          If the
 Participant’s surviving spouse is the Participant’s sole designated
 beneficiary and the surviving spouse dies after
 the Participant but before distributions to the surviving spouse begin, this
 Section 2.2, other than Section 2.2(a), will apply as if the surviving spouse
 were the Participant.








	
 


	



	
© 2003
 SunTrust Bank


	
 


	
1













401(a)(9) -
Sponsor


	
 

	
 


	
 

	
For
 purposes of this Section 2.2 and Article IV, unless Section 2.2(d) applies,
 distributions are considered to begin on the
 Participant’s required beginning date. If Section 2.2(d) applies,
 distributions are considered to begin on the date distributions are required
 to begin to the surviving spouse under Section 2.2(a). If distributions under
 an annuity purchased from an insurance company irrevocably commence to the
 Participant before the Participant’s required beginning date (or to the
 Participant’s surviving spouse before the date distributions are required to
 begin to the surviving spouse under Section 2.2(a)), the date
 distributions are considered to begin is the date distributions actually commence.


	
 

	
 


	
2.3

	
Forms of Distribution. Unless the Participant’s interest is
distributed in the form of an
 annuity purchased from an insurance company or in a single sum on or before
 the required beginning date, as of the first distribution calendar year distributions will be made in accordance with
 Articles III and IV of this Amendment. 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
 Section 401(a)(9) of the Code and the Treasury regulations.





ARTICLE III

REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT’S LIFETIME


	
 

	
 


	
3.1

	
Amount
 of Required Minimum Distribution For Each Distribution Calendar Year. During the
 Participant’s lifetime, the minimum amount
 that will be distributed for each distribution calendar year is the lesser
 of:


	
 

	
 


	
 

	
(a)          the quotient
 obtained by dividing the Participant’s account balance by the distribution
 period in the Uniform Lifetime Table set
 forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the
 Participant’s age as of the Participant’s birthday in the distribution
 calendar year; or


	
 

	
 


	
 

	
(b)          if the
 Participant’s sole designated beneficiary for the distribution calendar year
 is the Participant’s spouse, the quotient obtained by dividing the
 Participant’s account balance by the number in the Joint and Last Survivor
 Table set forth in Section 1.401(a)(9)-9
 of the Treasury regulations, using the Participant’s and spouse’s attained
 ages as of the Participant’s and spouse’s birthdays in the distribution
 calendar year.


	
 

	
 


	
3.2

	
Lifetime Required Minimum Distributions Continue
 Through Year of Participant’s Death. Required minimum distributions
 will be determined under this Article 3 beginning with the first distribution
 calendar year and up to and including the
 distribution calendar year that includes the Participant’s date of death.





ARTICLE
IV

REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT’S
DEATH


	
 

	
 

	
 


	
4.1

	
Death On or After Date Distributions Begin.


	
 

	
 


	
 

	
(a)          Participant
 Survived by Designated Beneficiary. If the Participant dies on or after the
 date distributions begin and there is a designated beneficiary, the minimum
 amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the
 quotient obtained by dividing the Participant’s account balance by the longer
 of the remaining life expectancy of the Participant or the remaining life
 expectancy of the Participant’s designated beneficiary, determined as
 follows:


	
 

	
 


	
 

	
 

	
(1)          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.


	
 

	
 

	
 


	
 

	
 

	
(2)          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 distribution calendar year after
 the year of the Participant’s death using the surviving spouse’s age as of
 the spouse’s birthday in that year. For distribution calendar years after the
 year of the surviving spouse’s death, the remaining life expectancy of the
 surviving spouse is calculated using the age of the surviving spouse
 as of the spouse’s birthday in the calendar year of the spouse’s death,
 reduced by one for each subsequent calendar year.


	
 

	
 

	
 


	
 

	
 

	
(3)          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 the Participant dies on or after the date
 distributions begin and there is no designated beneficiary as of
 September 30 of the year after the year of the Participant’s death, the
 minimum amount that will be distributed for each distribution calendar year
 after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by
 the Participant’s remaining life expectancy calculated using the age of the
 Participant in the year of death, reduced by one for each subsequent year.








	
 


	



	
© 2003 SunTrust Bank


	
 


	
2













401(a)(9)
- Sponsor


	
 

	
 


	
4.2

	
Death
 Before Date Distributions Begin.


	
 

	
 


	
 

	
(a)          Participant
Survived by
 Designated Beneficiary. Except as provided in Article VI, if the Participant
 dies before the date distributions begin and there is a designated beneficiary,
 the minimum amount that will be distributed for each distribution calendar
 year after the year of the Participant’s death is the quotient obtained by
 dividing the Participant’s account balance by the remaining life expectancy of the
 Participant’s designated beneficiary, determined as provided in Section 4.1.


	
 

	
 


	
 

	
(b)          No Designated
 Beneficiary. If the Participant dies before the date distributions begin and
 there is no designated beneficiary as of September 30 of the year following
 the year of the Participant’s death, distribution of the Participant’s entire interest will
 be completed by December 31 of the calendar year containing the fifth
 anniversary of the Participant’s death.


	
 

	
 


	
 

	
(c)          Death of
Surviving
 Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date
 distributions begin, the Participant’s surviving spouse is the Participant’s
 sole designated beneficiary, and if the surviving spouse dies before
 distributions are required to begin to the surviving spouse under Section
 2.2(a), this Section 4.2 will apply as if the surviving spouse were the
 Participant.





ARTICLE V 

DEFINITIONS


	
 

	
 


	
5.1

	
Designated
 beneficiary. The individual who is designated as the Beneficiary
 under the Plan and is the designated beneficiary under Section 401(a)(9) of the
 Internal Revenue Code and Section 1.401(a)(9)-l, Q&A-4, of the Treasury
 regulations.


	
 

	
 


	
5.2

	
Distribution
 calendar year. A calendar year for which a minimum distribution is
 required. For distributions beginning before the Participant’s death, the
 first distribution calendar year is the calendar year immediately preceding
 the calendar year which contains the Participant’s required beginning date.
 For distributions beginning after the Participant’s death, the first
 distribution calendar year is the calendar year in which distributions are
 required to begin under Section 2.2. The required minimum distribution for
 the Participant’s first distribution calendar year will be made on or before
 the Participant’s required beginning date. The required minimum distribution
 for other distribution calendar years, including the required minimum
 distribution for the distribution calendar year in which the Participant’s required beginning
 date occurs, will be made on or before December 31 of that distribution
 calendar year.


	
 

	
 


	
5.3

	
Life
 expectancy. Life expectancy as computed by use of the Single Life Table in
 Section 1.401(a)(9)-9 of the Treasury regulations.


	
 

	
 


	
5.4

	
Participant’s
 account balance. The account balance as of the last valuation date in
 the calendar year immediately preceding the distribution calendar year
 (valuation calendar year) increased by the amount of any contributions made and allocated or
 forfeitures allocated to the account balance as of dates in the valuation
 calendar year after the valuation date and decreased by distributions made in the
 valuation calendar year after the valuation date. The account balance for the
 valuation calendar year includes any amounts rolled over or transferred to
 the Plan either in the valuation calendar year or in the distribution
 calendar year if distributed or transferred in the valuation calendar year.


	
 

	
 


	
5.5

	
Required
 beginning date. The date specified in the Plan when distributions
 under Section 401(a)(9) of the Internal Revenue Code are required to begin.





ARTICLE VI 

ADOPTION AGREEMENT ELECTIONS


	
 

	
 


	
 

	
The questions in this Article VI
 only need to be completed in order to override the default provisions set
 forth below. If all of the default provisions will apply, then these
 questions should be skipped.


	
 

	
 


	
 

	
Unless the employer elects
 otherwise in this Article VI, the following defaults apply:


	
 

	
 


	
 

	
1)
           The
 minimum distribution requirements are effective for distribution calendar
 years beginning with the 2002 calendar year unless a later date is specified
 in Section 6.1 of this Amendment.


	
 

	
 


	
 

	
2)
           Participants
 or beneficiaries may elect on an individual basis whether the 5-year rule or
 the life expectancy rule in the Plan applies to distributions after the death
 of a Participant who has a designated beneficiary.








	
 


	



	
© 2003 SunTrust Bank


	
 


	
3













401(a)(9) - Sponsor


	
 

	
 

	
 

	
 


	
6.1

	
Effective Date of Plan Amendment for Section 401(a)(9)
 Final and Temporary Treasury Regulations.


	
 

	
 


	
 

	
o

	
This Amendment applies for
 purposes of determining required minimum distributions for distribution calendar years beginning with the 2003 calendar
 year, as well as required minimum distributions for the 2002 distribution
 calendar year that are made on or after ______ (leave blank if this Amendment
 does not apply to any minimum distributions for the 2002 distribution
 calendar year).


	
 

	
 

	
 


	
6.2

	
Election to not permit Participants or Beneficiaries to
 Elect 5-Year Rule.


	
 

	
 


	
 

	
Unless elected below,
 Participants or beneficiaries may elect on an individual basis whether the
 5-year rule or the life expectancy rule in Sections 2.2 and 4.2 of this
 Amendment applies to distributions after the death of a Participant who has a
 designated beneficiary. The election must be made no later than the earlier
 of September 30 of the calendar year in which distribution would be required
 to begin under Section 2.2 of this Amendment, or by September 30 of the
 calendar year which contains the fifth anniversary of the Participant’s (or,
 if applicable, surviving spouse’s) death. If neither the Participant nor beneficiary makes an election under this
 paragraph, distributions will be made in accordance with Sections 2.2
 and 4.2 of this Amendment and, if applicable, the elections in Section 6.3 of
 this Amendment below.


	
 

	
 

	
 


	
 

	
o

	
The
 provision set forth above in this Section 6.2 shall not apply. Rather,
 Sections 2.2 and 4.2 of this Amendment shall apply except as elected in
 Section 6.3 of this Amendment below.


	
 

	
 

	
 

	
 


	
6.3

	
Election to Apply 5-Year Rule to Distributions to
 Designated Beneficiaries.


	
 

	
 

	
 


	
 

	
o

	
If the
 Participant dies before distributions begin and there is a designated
 beneficiary, distribution to the designated beneficiary is not required to
 begin by the date specified in the Plan, but the Participant’s entire
 interest will be distributed to the designated beneficiary by December 31 of
 the calendar year containing the fifth anniversary of the Participant’s
 death. If the Participant’s surviving spouse is the Participant’s sole
 designated beneficiary and the surviving spouse dies after the Participant
 but before distributions to either the Participant or the surviving spouse
 begin, this election will apply as if the surviving spouse were the
 Participant.


	
 

	
 

	
 


	
 

	
 

	
If the above is elected,
 then this election will apply to:


	
 

	
 

	
 


	
 

	
 

	
o

	
All
 distributions.


	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
The
 following distributions: ______.


	
 

	
 

	
 

	
 


	
6.4

	
Election to Allow Designated Beneficiary Receiving
 Distributions Under 5-Year Rule to Elect Life Expectancy
 Distributions.


	
 

	
 

	
 

	
 


	
 

	
o

	
A
 designated beneficiary who is receiving payments under the 5-year rule may
 make a new election to receive payments under the life expectancy rule until
 December 31, 2003, provided that all amounts that would have been required to
 be distributed under the life expectancy rule for all distribution calendar
 years before 2004 are distributed by the earlier of December 31, 2003 or the
 end of the 5-year period.





Except
with respect to any election made by the employer in Article VI, this amendment
is hereby adopted by the prototype sponsoring organization on behalf of all adopting employers on


[Sponsor’s signature and Adoption Date
are on file with Sponsor]


NOTE: The employer only needs to execute
this amendment if an election has been made in Article VI of this amendment.


This amendment
has been executed this 13 day of May, 2008.


Name of
Plan: Bluegreen Corporation Retirement Savings Plan


Name of
Employer: Bluegreen Corporation


	
 

	
 

	
 


	
By: 

	


	
 


	
 

	


	
 


	
 

	
        EMPLOYER

	
 








	
 


	



	
© 2003 SunTrust Bank


	
 


	
4













Sponsor - lower cash-out threshold


MANDATORY DISTRIBUTION AMENDMENT

(Code
Section 401(a)(31)(B))


ARTICLE I 

APPLICATION OF AMENDMENT


	
 

	
 


	
1.1

	
Effective Date. Unless a later effective date is specified
 in Article III of this Amendment, the provisions of this Amendment will apply
 with respect to distributions made on or after March 28, 2005.


	
 

	
 


	
1.2

	
Precedence. This Amendment supersedes any inconsistent
 provision of the Plan.


	
 

	
 


	
1.3

	
Adoption
 by prototype sponsor. Except as otherwise provided herein, pursuant to
 authority granted by Section 5.01 of Revenue Procedure 2000-20, the sponsoring organization of the
 prototype hereby adopts this amendment on behalf of all adopting employers.





ARTICLE II

DEFAULT PROVISION: LOWER MANDATORY CASH-OUT 

THRESHOLD TO $1,000


Unless
the Employer otherwise elects in Article III of this Amendment, the provisions
of the Plan for the mandatory distribution of amounts not exceeding $5,000, are
amended as follows:


The
$5,000 threshold in such provisions is reduced to $1,000 and the value of the
Participant’s interest in the Plan for such purpose shall include any rollover
contributions (and earnings thereon) within the meaning of Code Sections
402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16).


ARTICLE III 

EMPLOYER’S ALTERNATIVE ELECTIONS


	
 

	
 

	
 

	
 

	
 


	
3.1 

	
( )

	
Effective Date of Plan Amendment


	
 

	
 

	
 


	
 

	
 

	
This
 Amendment applies with respect to distributions made on or after ___ (may be a date later than March 28, 2005,
 only if the terms of the Plan already comply with Code Section
 401(a)(31)(B)).


	
 

	
 

	
 


	
3.2

	
( )

	
Election to implement automatic IRA rollover rules


	
 

	
 

	
 


	
 

	
 

	
a.

	
( )

	
IRA rollover of amounts
 over $1,000. In lieu
 of the default provision in Article II of this Amendment, the provisions of the Plan concerning mandatory
 distributions of amounts not exceeding $5,000 are amended as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
In
 the event of a mandatory distribution greater than $1,000 that is made in
 accordance with the provisions of the Plan providing for an automatic distribution to a Participant
 without the Participant’s consent, if the Participant does not elect to have
 such distribution paid directly to an “eligible retirement plan” specified by
 the Participant in a direct rollover (in
 accordance with the direct rollover provisions of the Plan) or to receive the
 distribution directly, then the Administrator shall pay the distribution in a
 direct rollover to an individual retirement plan designated by the
 Administrator.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
b.

	
( )

	
IRA rollover of amounts
over and under $1,000. In lieu of the default provision in Article II of this Amendment, the provisions of the Plan
concerning mandatory distributions of amounts not exceeding $5,000 are
amended as follows: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
In the event of a mandatory distribution that is
 made in accordance with the provisions of the Plan providing for an automatic distribution to a Participant
 without the Participant’s consent, if the Participant does not elect to
 have such distribution paid directly to an “eligible retirement plan”
 specified by the Participant in a direct rollover (in accordance with the
 direct rollover provisions of the Plan) or to receive the distribution
 directly, then the Administrator shall pay the distribution in a direct
 rollover to an individual retirement plan designated by the Administrator.








	
 


	



	
© 2005
 SunTrust Bank 


	
 


	
1













Sponsor
- lower cash-out threshold


	
 

	
 

	
 

	
 

	
 


	
3.3

	
( )

	
Election to
 modify mandatory distribution threshold (may not be elected if 3.2 above is
 elected)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
In
 lieu of the default provision in Article II of this Amendment, the provisions
 of the Plan that provide for the involuntary distribution of vested accrued benefits of $5,000 or less,
 are modified as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
a.

	
( )

	
No
 mandatory distributions. Participant consent to the distribution shall
 now be required before the distribution may be made.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
b.

	
( )

	
Reduction of threshold to
 amount less than $1,000. The $5,000 dollar threshold in such provisions is reduced to $____ (enter an amount less than $1,000)
 and the value of the Participant’s interest in the Plan for such purpose shall include any rollover
 contributions (and earnings thereon) within the meaning of Code Sections 402(c),
 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16).





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


[Sponsor’s signature and Adoption Date are on file with
Sponsor]


NOTE:
The employer only needs to execute this amendment if an election has been made
in Article III herein.


This
amendment has been executed this 13 day of May, 2008.







	
 

	
 


	
Name
 of Plan:

	
Bluegreen
 Corporation Retirement Savings Plan 








	
 

	
 


	
Name
 of Employer:

	
Bluegreen
 Corporation










	
 

	
 

	
 


	
By:

	


	
 


	
 

	


	
 


	
EMPLOYER

	
 













	
 


	



	
© 2005 SunTrust Bank









2 







Final
401(k) Amendment - Sponsor


FINAL 401(k)/401(m) REGULATIONS AMENDMENT


ARTICLE I 

PREAMBLE


	
 

	
 


	
1.1

	
Adoption and effective date of amendment.
 The sponsor adopts this Amendment to the Plan to reflect certain provisions of the Final Regulations under Code
 Sections 401(k) and 401(m) that were published on December 29, 2004 (hereinafter
 referred to as the “Final 401(k) Regulations”). The sponsor intends this
 Amendment as good faith compliance with the requirements of these provisions.
 This Amendment shall be effective with respect to Plan Years beginning after
 December 31, 2005 unless the Employer otherwise elects in Section 2.1 below.


	
 

	
 


	
1.2

	
Supersession of inconsistent
 provisions. This
 Amendment shall supersede the provisions of the Plan to the extent those provisions
 are inconsistent with the provisions of this Amendment.


	
 

	
 


	
1.3

	
Application of provisions. Certain provisions of this Amendment relate to
 elective deferrals of a 401 (k) plan; if the Plan to which this
 Amendment relates is not a 401(k) plan, then those provisions of this
 Amendment do not apply. Certain provisions
 of this Amendment relate to matching contributions and/or after-tax employee
 contributions subject to Code Section 401(m); if the Plan to which
 this Amendment relates is not subject to Code Section 401(m), then those
 provisions of this Amendment do not apply.


	
 

	
 


	
1.4

	
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


	
 

	
 

	
 

	
 


	
2.1

	
Effective Date.
 This Amendment is effective, and the Plan shall implement the provisions of
 the Final 401(k) Regulations, with respect
 to Plan Years beginning after December 31, 2005 unless the Employer elects an
 earlier effective date in either a or b:


	
 

	
 

	
 

	
 


	
 

	
a.

	
o

	
The Amendment is effective and
 the Final 401(k) Regulations apply to Plan Years beginning after December
 31, 2004 (2005 and subsequent Plan Years).


	
 

	
 

	
 

	
 


	
 

	
b.

	
o

	
The Amendment is effective and the Final 401(k)
 Regulations apply to Plan Years ending after December 29, 2004 (2004 and
 subsequent Plan Years).


	
 

	
 

	
 

	
 


	
2.2

	
ACP Test Safe
 Harbor. Unless otherwise
 selected below, if this Plan uses the ADP Test Safe Harbor provisions, then the
 provisions of Amendment Section 9.2(a) apply and all matching contributions
 under the Plan will be applied without regard to any allocation conditions
 except as provided in that Section.


	
 

	
 

	
 

	
 


	
 

	
a.

	
o

	
The provisions of Amendment Section 9.2(b) apply.
 The allocation conditions applicable to matching contributions under the Plan
 continue to apply (if selected, the Plan is not an ACP Test Safe Harbor
 Plan).


	
 

	
 

	
 

	
 


	
 

	
b.

	
o

	
The provisions of Amendment Section 9.2(c) apply.
 All matching contributions under the Plan will be applied without regard to
 any allocation conditions as of the effective date of this Amendment.





ARTICLE III 

GENERAL RULES


	
 

	
 


	
3.1

	
Deferral elections. A cash or deferred arrangement (“CODA”) is
an
 arrangement under which eligible Employees may make elective deferral
 elections. Such elections cannot relate to compensation that is currently
 available prior to the adoption or effective date of the CODA. In addition,
 except for occasional, bona fide administrative considerations, contributions made pursuant to such an election
 cannot precede the earlier of (1) the performance of services relating to the
 contribution and (2) when the compensation that is subject to the election
 would be currently available to the Employee in the absence of an election to
 defer.


	
 

	
 


	
3.2

	
Vesting provisions. Elective Contributions are always fully vested
 and nonforfeitable. The Plan shall disregard Elective Contributions in
 applying the vesting provisions of the Plan to other contributions or
 benefits under Code Section 41l(a)(2).
 However, the Plan shall otherwise take a Participant’s Elective Contributions
 into account in determining the Participant’s vested benefits under
 the Plan. Thus, for example, the Plan shall take Elective Contributions into
 account in determining whether a Participant has a nonforfeitable right to
 contributions under the Plan for purposes of forfeitures, and for applying
 provisions permitting the repayment of distributions to have forfeited amounts
 restored, and the provisions of Code Sections 410(a)(5)(D)(iii) and
 411(a)(6)(D)(iii) permitting a plan to disregard certain service completed
 prior to breaks-in-service (sometimes referred to as “the rule of parity”).








	
 


	



	
© 2006 SunTrust Bank





1







Final 401(k) Amendment - Sponsor


ARTICLE IV 

HARDSHIP DISTRIBUTIONS


	
 

	
 

	
 


	
4.1

	
Applicability. The provisions of this Article IV apply if
 the Plan provides for hardship distributions upon satisfaction of the deemed immediate and heavy financial need
 standards set forth in Regulation Section 1.401(k)-l(d)(2)(iv)(A) as in
 effect prior to the issuance of the Final 401(k) Regulations.


	
 

	
 

	
 


	
4.2

	
Hardship
 events. A distribution under the Plan is hereby deemed to be on account of an
 immediate and heavy financial need
 of an Employee if the distribution is for one of the following or any other
 item permitted under Regulation Section 1.401(k)-l(d)(3)(iii)(B):


	
 

	
 

	
 


	
 

	
(a)

	
Expenses for (or necessary
 to obtain) medical care that would be deductible under Code Section 213(d) (determined without regard to whether the
 expenses exceed 7.5% of adjusted gross income);


	
 

	
 

	
 


	
 

	
(b)

	
Costs directly related to
 the purchase of a principal residence for the Employee (excluding mortgage
 payments);


	
 

	
 

	
 


	
 

	
(c)

	
Payment
 of tuition, related educational fees, and room and board expenses, for up to
 the next twelve (12) months of post-secondary education for the Employee, the
 Employee’s spouse, children, or dependents (as defined in Code Section 152, and, for
 taxable years beginning on or after January 1, 2005, without regard to Code Section 152(b)(1), (b)(2), and (d)(1)(B));


	
 

	
 

	
 


	
 

	
(d)

	
Payments necessary to
 prevent the eviction of the Employee from the Employee’s principal residence
 or foreclosure on the mortgage on that
 residence;


	
 

	
 

	
 


	
 

	
(e) 

	
Payments for burial or
 funeral expenses for the Employee’s deceased parent, spouse, children or
 dependents (as defined in Code Section 152, and, for taxable years beginning
 on or after January 1, 2005, without regard to
 Code Section 152(d)(l)(B)); or


	
 

	
 

	
 


	
 

	
(f)

	
Expenses for the repair of
 damage to the Employee’s principal residence that would qualify for the
 casualty deduction under Code Section 165 (determined without regard to
 whether the loss exceeds 10% of adjusted gross income).


	
 

	
 

	
 


	
4.3

	
Reduction of Code Section 402(g)
limit following hardship distribution. If the Plan provides for hardship
distributions upon satisfaction of the
safe harbor standards set forth in Regulation Sections
1.401(k)-l(d)(3)(iii)(B) (deemed immediate and heavy financial need) and
1.401(k)-l(d)(3)(iv)(E) (deemed necessary to satisfy immediate need), then there
shall be no reduction in the maximum amount of elective deferrals that a
Participant may make pursuant to Code Section
402(g) solely because of a hardship distribution made by this Plan or any
other plan of the Employer. 





ARTICLE V 

ACTUAL DEFERRAL PERCENTAGE (ADP) TEST


	
 

	
 

	
 


	
5.1

	
Targeted
 contribution limit. Qualified Nonelective Contributions (as defined in
 Regulation Section 1.401 (k)-6) cannot be taken into account in determining
 the Actual Deferral Ratio (ADR) for a Plan Year for a Non-Highly Compensated
 Employee (NHCE) to the extent such contributions exceed the product of that
 NHCE’s Code Section 414(s) compensation and the greater of five percent (5%)
 or two (2) times the Plan’s “representative contribution rate.” Any Qualified
 Nonelective Contribution taken into account under an Actual Contribution
 Percentage (ACP) test under Regulation
 Section 1.401 (m)-2(a)(6) (including the determination of the representative
 contribution rate for purposes of Regulation
 Section 1.401(m)-2(a)(6)(v)(B)), is not permitted to be taken into account
 for purposes of this Section (including the determination of the
 “representative contribution rate” under this Section). For purposes of this
 Section:


	
 

	
 

	
 


	
 

	
(a)

	
The
 Plan’s “representative contribution rate” is the lowest “applicable
 contribution rate” of any eligible NHCE among a group of eligible NHCEs that consists of half of all
 eligible NHCEs for the Plan Year (or, if greater,
 the lowest “applicable contribution rate” of any eligible NHCE who is in the
 group of all eligible NHCEs for the Plan Year and who is employed by the
 Employer on the last day of the Plan Year), and


	
 

	
 

	
 


	
 

	
(b)

	
The “applicable
 contribution rate” for an eligible NHCE is the sum of the Qualified Matching
 Contributions (as defined in Regulation
 Section 1.401(k)-6) taken into account in determining the ADR for the
 eligible NHCE for the Plan Year and the Qualified Nonelective Contributions
 made for the eligible NHCE for the Plan Year, divided by the eligible NHCE’s
 Code Section 414(s) compensation for the same period. 


	
 

	
 

	
 


	
 

	
Notwithstanding
 the above, Qualified Nonelective Contributions that are made in connection
 with an Employer’s obligation to pay prevailing wages under the Davis-Bacon
 Act (46 Stat. 1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965), Public Law
 89-286, or similar legislation can be taken into account for a Plan Year for
 an








	
 


	



	
© 2006 SunTrust Bank 





2







Final
401(k) Amendment - Sponsor


	
 

	
 

	
 

	
 


	
 

	
 

	
NHCE to the extent such
 contributions do not exceed 10 percent (10%) of that NHCE’s Code Section
 414(s) compensation.


	
 

	
 

	
 

	
 


	
 

	
 

	
Qualified Matching
 Contributions may only be used to calculate an ADR to the extent that such
 Qualified Matching Contributions are matching contributions that are not
 precluded from being taken into account under the ACP test for the Plan Year
 under the rules of Regulation Section 1.401 (m)-2(a)(5)(ii) and as set forth
 in Section 7.1.


	
 

	
 

	
 

	
 


	
5.2

	
 

	
Limitation on ONECs and OMACs. Qualified Nonelective Contributions and
 Qualified Matching Contributions cannot be taken into account to
 determine an ADR to the extent such contributions are taken into account for
 purposes of satisfying any other ADP test, any ACP test, or the requirements
 of Regulation Section 1.401(k)-3, 1.401(m)-3, or 1.401 (k)-4. Thus, for example, matching contributions that are made
 pursuant to Regulation Section 1.401 (k)-3(c) cannot be taken into
 account under the ADP test. Similarly, if a plan switches from the current
 year testing method to the prior year
 testing method pursuant to Regulation Section 1.401 (k)-2(c), Qualified
 Nonelective Contributions that are taken into account under the
 current year testing method for a year may not be taken into account under
 the prior year testing method for the next year.


	
 

	
 

	
 

	
 


	
5.3

	
 

	
ADR of HCE if multiple plans. The
 Actual Deferral Ratio (ADR) of any Participant who is a Highly Compensated Employee (HCE) for the Plan Year and who is
 eligible to have Elective Contributions (as defined in Regulation Section 1.401(k)-6) (and
 Qualified Nonelective Contributions and/or Qualified Matching Contributions,
 if treated as Elective Contributions for purposes of the ADP test) allocated
 to such Participant’s accounts under two (2) or more cash or deferred arrangements described in Code Section
 401(k), that are maintained by the same Employer, shall be determined as if
 such Elective Contributions (and, if applicable, such Qualified Nonelective
 Contributions and/or Qualified Matching Contributions) were made under a
 single arrangement. If an HCE participates in two or more cash or deferred
 arrangements of the Employer that have different Plan Years, then all
 Elective Contributions made during the Plan Year being tested under all such
 cash or deferred arrangements shall be aggregated, without regard to the plan
 years of the other plans. However, for Plan Years beginning before the
 effective date of this Amendment, if the plans have different Plan Years,
 then all such cash or deferred arrangements ending with or within the same
 calendar year shall be treated as a single cash or deferred
 arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate if mandatorily disaggregated under
 the Regulations of Code Section 401(k).


	
 

	
 

	
 

	
 


	
5.4

	
 

	
Plans using different testing
 methods for the ADP and ACP test. Except as otherwise provided in this Section, the Plan may use the
 current year testing method or prior year testing method for the ADP test for
 a Plan Year without regard to whether
 the current year testing method or prior year testing method is used for the
 ACP test for that Plan Year. However, if different testing methods are used,
 then the Plan cannot use:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
The recharacterization method
 of Regulation Section 1.401 (k)-2(b)(3) to correct excess contributions for a
 Plan Year;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The rules of Regulation Section
 1.401 (m)-2(a)(6)(ii) to take Elective Contributions into account under the ACP test (rather than the ADP test); or


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
The rules of Regulation Section
 1.401(k)-2(a)(6)(v) to take Qualified Matching Contributions into account under the ADP test (rather than the ACP test).





ARTICLE VI

ADJUSTMENT TO ADP TEST


	
 

	
 

	
 

	
 


	
6.1

	
 

	
Distribution of Income
 attributable to Excess Contributions. Distributions of Excess Contributions must be adjusted for income (gain or loss),
including an adjustment
 for income for the period between the end of the Plan Year and the date of
 the distribution (the “gap period”). The Administrator has the discretion to
 determine and allocate income using any of the methods set forth below:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
Reasonable method of allocating
 income. The
 Administrator may use any reasonable method for computing the income allocable to Excess Contributions,
 provided that the method does not violate Code Section 401(a)(4), is used
 consistently for all Participants and for all corrective distributions under
 the Plan for the Plan Year, and is
 used by the Plan for allocating income to Participant’s accounts. A Plan will
 not fail to use a reasonable
 method for computing the income allocable to Excess Contributions merely
 because the income allocable to Excess Contributions is determined on a date
 that is no more than seven (7) days before the distribution.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Alternative method of
 allocating income. The
 Administrator may allocate income to Excess Contributions for the Plan Year by multiplying the income for the
 Plan Year allocable to the Elective Contributions and other amounts taken
 into account under the ADP test (including contributions made for the Plan
 Year), by a fraction, the numerator of which is the Excess Contributions for
 the Employee for the Plan Year, and the denominator of which is the sum of
 the:








	
 


	



	
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 SunTrust Bank


	
 


	
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Final 401(k) Amendment - Sponsor


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Account
 balance attributable to Elective Contributions and other amounts taken into
 account under the ADP test as of the beginning of the Plan Year, and


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Any
 additional amount of such contributions made for the Plan Year.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Safe
 harbor method of allocating gap period income. The Administrator may
 use the safe harbor method in this
 paragraph to determine income on Excess Contributions for the gap period.
 Under this safe harbor method, income on
 Excess Contributions for the gap period is equal to ten percent (10%) of the
 income allocable to Excess Contributions for the Plan Year that would be
 determined under paragraph (b) above, multiplied by the number of calendar
 months that have elapsed since the end of the Plan Year. For purposes of
 calculating the number of calendar months that have elapsed under the safe
 harbor method, a corrective distribution that is made on or before the
 fifteenth (15th) day of a month is treated as made on the last day of the
 preceding month and a distribution made after the fifteenth day of a month is
 treated as made on the last day of
 the month.


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Alternative
 method for allocating Plan Year and gap period income. The Administrator may
 determine the income for the aggregate of the Plan Year and the gap period, by
 applying the alternative method provided by paragraph (b) above to this
 aggregate period. This is accomplished by (1) substituting the income for the
 Plan Year
 and the gap period, for the income for the Plan Year, and (2) substituting
 the amounts taken into account under the ADP test for the Plan Year and the
 gap period, for the amounts taken into account under the ADP test for the
 Plan Year in determining the fraction that is multiplied by that income.


	
 

	
 

	
 

	
 


	
6.2

	
Corrective
 contributions. If a failed ADP test is to be corrected by making an
 Employer contribution, then the provisions of the Plan for the corrective
 contributions shall be applied by limiting the contribution made on behalf of
 any NHCE pursuant to such provisions to an amount that does not exceed the
 targeted contribution limits of Section 5.1 of this Amendment, or in the case
 of a corrective contribution that is a Qualified Matching Contribution, the
 targeted contribution limit of Section 7.1 of this Amendment.





ARTICLE VII

ACTUAL CONTRIBUTION PERCENTAGE (ACP) TEST


	
 

	
 

	
 


	
7.1

	
Targeted
 matching contribution limit. A matching contribution with respect to an
 Elective Contribution for a Plan Year is not taken into account under the Actual
 Contribution Percentage (ACP) test for an NHCE to the extent it exceeds the
 greatest of:


	
 

	
 

	
 


	
 

	
(a)

	
five
 percent (5%) of the NHCE’s Code Section 414(s) compensation for the Plan
 Year;


	
 

	
 

	
 


	
 

	
(b)

	
the
 NHCE’s Elective Contributions for the Plan Year; and


	
 

	
 

	
 


	
 

	
(c)

	
the
 product of two (2) times the Plan’s “representative matching rate” and the
 NHCE’s Elective Contributions for the Plan Year.


	
 

	
 

	
 


	
 

	
For
 purposes of this Section, the Plan’s “representative matching rate” is the
 lowest “matching rate” for any eligible NHCE among a group of NHCEs that consists
 of half of all eligible NHCEs in the Plan for the Plan Year who make Elective
 Contributions for the Plan Year (or, if greater, the lowest “matching rate”
 for all eligible NHCEs in the Plan who are employed by the Employer on the last day
 of the Plan Year and who make Elective Contributions for the Plan Year).


	
 

	
 

	
 


	
 

	
For
 purposes of this Section, the “matching rate” for an Employee generally is
 the matching contributions made for such Employee divided by the Employee’s Elective
 Contributions for the Plan Year. If the matching rate is not the same for all levels of
 Elective Contributions for an Employee, then the Employee’s “matching rate”
 is determined assuming that an Employee’s Elective Contributions are equal to
 six percent (6%) of Code Section 414(s) compensation.


	
 

	
 

	
 


	
 

	
If the
 Plan provides a match with respect to the sum of the Employee’s after-tax
 Employee contributions and Elective Contributions, then for purposes of this
 Section, that sum is substituted for the amount of the Employee’s Elective
 Contributions in subsections (b) & (c) above and in determining the
 “matching rate,” and Employees who make either after-tax Employee
 contributions or Elective Contributions are taken into account in determining
 the Plan’s “representative matching rate.” Similarly, if the Plan provides a
 match with respect to the Employee’s after-tax Employee contributions, but
 not Elective Contributions, then for purposes of this subsection, the
 Employee’s after-tax Employee contributions are substituted for the amount of
 the Employee’s Elective Contributions in subsections (b) & (c) above and in
 determining the “matching rate,” and Employees who make after-tax Employee
 contributions are taken into account in determining the Plan’s “representative
 matching rate.”





 


	
 


	



	
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Final 401(k) Amendment - Sponsor


	
 

	
 

	
 


	
7.2

	
Targeted ONEC limit. Qualified Nonelective Contributions (as
 defined in Regulation Section 1.401(k)-6) cannot be taken into account under the Actual Contribution Percentage (ACP) test
 for a Plan Year for an NHCE to the extent such contributions exceed
 the product of that NHCE’s Code Section 414(s) compensation and the greater
 of five percent (5%) or two (2) times the Plan’s “representative contribution
 rate.” Any Qualified Nonelective Contribution taken into account under an Actual Deferral Percentage
 (ADP) test under Regulation Section 1.401 (k)-2(a)(6) (including the determination
 of the “representative contribution rate” for purposes of Regulation Section
 1.401(k)-2(a)(6)(iv)(B)) is not permitted
 to be taken into account for purposes of this Section (including the
 determination of the “representative contribution rate” for purposes of
 subsection (a) below). For purposes of this Section:


	
 

	
 


	
 

	
(a)

	
The Plan’s “representative
 contribution rate” is the lowest “applicable contribution rate” of any
 eligible NHCE among a group of eligible
 NHCEs that consists of half of all eligible NHCEs for the Plan Year (or, if greater,
 the lowest “applicable contribution rate” of any eligible NHCE who is in the
 group of all eligible NHCEs for the Plan Year and who is employed by the
 Employer on the last day of the Plan Year), and


	
 

	
 

	
 


	
 

	
(b)

	
The
 “applicable contribution rate” for an eligible NHCE is the sum of the
 matching contributions (as defined in Regulation Section 1.401(m)-l(a)(2)) taken into account in
 determining the ACR for the eligible NHCE for the Plan Year and the Qualified
 Nonelective Contributions made for that NHCE for the Plan Year, divided by that NHCE’s Code Section 414(s)
 compensation for the Plan Year.


	
 

	
 

	
 


	
 

	
Notwithstanding the above,
 Qualified Nonelective Contributions that are made in connection with an
 Employer’s obligation to pay prevailing wages under the Davis-Bacon Act (46
 Stat. 1494), Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965), Public Law 89-286, or similar legislation
 can be taken into account for a Plan Year for an NHCE to the extent
 such contributions do not exceed 10 percent (10%) of that NHCE’s Code Section
 414(s) compensation.


	
 

	
 


	
7.3

	
ACR of
 HCE if multiple plans. The Actual Contribution Ratio (ACR) for any
 Participant who is a Highly Compensated Employee (HCE) and who is eligible to have matching contributions or
 after-tax Employee contributions allocated to his or her account under two
 (2) or more plans described in Code Section 401(a), or arrangements described
 in Code Section 401(k) that are maintained
 by the same Employer, shall be determined as if the total of such
 contributions was made under each plan and arrangement. If an HCE
 participates in two (2) or more such plans or arrangements that have different
 plan years, then all matching contributions and after-tax Employee
 contributions made during the Plan Year being
 tested under all such plans and arrangements shall be aggregated, without
 regard to the plan years of the other plans. For plan years beginning
 before the effective date of this Amendment, all such plans and arrangements
 ending with or within the same calendar
 year shall be treated as a single plan or arrangement. Notwithstanding the
 foregoing, certain plans shall be treated as separate if mandatorily
 disaggregated under the Regulations of Code Section 401 (m).


	
 

	
 

	
 


	
7.4

	
Plans
 using different testing methods for the ACP and ADP test. Except as otherwise
 provided in this Section, the Plan may use the current year testing method or prior
 year testing method for the ACP test for a Plan Year without regard to whether the current
 year testing method or prior year testing method is used for the ADP test for
 that Plan Year. However, if different testing methods are used, then the Plan
 cannot use:


	
 

	
 

	
 


	
 

	
(a)

	
The
 recharacterization method of Regulation Section 1.401(k)-2(b)(3) to correct
 excess contributions for a Plan Year;


	
 

	
 

	
 


	
 

	
(b)

	
The
 rules of Regulation Section 1.401(m)-2(a)(6)(ii) to take Elective
 Contributions into account under the ACP test (rather than the ADP test); or


	
 

	
 

	
 


	
 

	
(c)

	
The
 rules of Regulation Section 1.401(k)-2(a)(6) to take Qualified Matching
 Contributions into account under the ADP test (rather than the ACP test).





ARTICLE VIII

ADJUSTMENT TO ACP TEST


	
 

	
 


	
8.1

	
Distribution
 of Income attributable to Excess Aggregate Contributions. Distributions of
 Excess Aggregate Contributions must be adjusted for income (gain or loss),
 including an adjustment for income for the period between the end of the Plan
 Year and the date of the distribution (the “gap period”). For the purpose of
 this Section, “income” shall be determined and allocated in accordance with the
 provisions of Section 6.1 of this Amendment, except that such Section shall be
 applied by substituting “Excess Contributions” with “Excess Aggregate
 Contributions” and by substituting amounts taken into account under the ACP
 test for amounts taken into account under the ADP test.


	
 

	
 


	
8.2

	
Corrective
 contributions. If a failed ACP test is to be corrected by making an
 Employer contribution, then the provisions of the Plan for the corrective contributions
 shall be applied by limiting the contribution made on behalf of any NHCE
 pursuant to such provisions to an amount that does not exceed the targeted
 contribution limits of Sections 7.1 and 7.2 of this Amendment.








	
 


	



	
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Final
401(k) Amendment - Sponsor


ARTICLE IX 

SAFE HARBOR PLAN PROVISIONS


	
 

	
 

	
 


	
9.1

	
Applicability. The provisions of this Article IX apply if the
 Plan uses the alternative method of satisfying the Actual Deferral Percentage (ADP) test set forth in
 Code Section 401(k)(12) (ADP Test Safe Harbor) and/or the Actual Contribution
 Percentage (ACP) test set forth in Code Section 401(m)(11) (ACP Test Safe
 Harbor).


	
 

	
 


	
9.2

	
Elimination of conditions on
 matching contributions.
 Unless otherwise provided in Section 2.2 of this Amendment, the provisions of subsection (a) below shall apply.
 However, if the Employer so elects in Section 2.2 of this Amendment, then the
 provisions of subsection (b) or (c) below shall apply.


	
 

	
 

	
 


	
 

	
(a)

	
Default provision. If, prior to the date this Amendment has been
 executed, an ADP Test Safe Harbor notice has been given for a Plan Year for which this Amendment is effective
 (see Amendment Section 1.1) and such notice provides that there are no
 allocation conditions imposed on any matching contributions under the Plan,
 then (1) the Plan will be an ACP Test Safe Harbor plan, provided the ACP Test
 Safe Harbor requirements are met
 and (2) the Plan will not impose any allocation conditions on matching
 contributions. However, if, prior to the date this Amendment has been
 executed, an ADP Test Safe Harbor notice has been given for a Plan Year for
 which this Amendment is effective and such notice provides that there are
 allocation conditions imposed on
 any matching contributions under the Plan, then the provisions of this
 Amendment do not modify any such
 allocation conditions or provisions for that Plan Year and the Plan must
 satisfy the ACP Test for such Plan Year using the current year testing
 method. With respect to any Plan Year beginning after the date this Amendment
 has been executed, if the Plan uses the ADP Test Safe Harbor and provides for
 matching contributions, then (1) the Plan will be an ACP Test Safe Harbor
 plan, provided the ACP Test Safe Harbor requirements are met and (2) the Plan
 will not impose any allocation conditions on matching contributions.


	
 

	
 

	
 


	
 

	
(b)

	
Retention of allocation
 conditions. If the
 Employer so elects in Section 2.2 of this Amendment, then the Plan will
 retain any allocation conditions contained in the Plan with regard to matching
 contributions for any Plan Year
 for which this Amendment is effective. In that case, the Plan must satisfy
 the ACP Test for each such Plan
 Year.


	
 

	
 

	
 


	
 

	
(c)

	
Elimination of allocation
 conditions. If the
 Employer so elects in Section 2.2 of this Amendment, then (1) the Plan will be an ACP Test Safe Harbor plan,
 provided the ACP Test Safe Harbor requirements are met, and (2) the Plan will
 not impose any allocation conditions on matching contributions.


	
 

	
 


	
9.3

	
Matching Catch-up
 contributions. If the
 Plan provides for ADP Test Safe Harbor matching contributions or ACP Test Safe Harbor matching contributions, then
 catch-up contributions (as defined in Code Section 414(v)) will be taken into
 account in applying such matching
 contributions under the Plan.


	
 

	
 

	
 


	
9.4

	
Plan Year requirement. Except as provided in Regulation Sections
 1.401(k)-3(e) and 1.401(k)-3(f), and below, the Plan will fail to satisfy the
 requirements of Code Section 401(k)(12) and this Section for a Plan Year
 unless such provisions remain in
 effect for an entire twelve (12) month Plan Year.


	
 

	
 


	
9.5

	
Change of Plan Year. If a Plan has a short Plan Year as a result of
 changing its Plan Year, then the Plan will not fail to satisfy the requirements of Section 9.4 of this
 Amendment merely because the Plan Year has less than twelve (12) months,
 provided that:


	
 

	
 

	
 


	
 

	
(a)

	
The Plan satisfied the ADP Test
 Safe Harbor and/or ACP Test Safe Harbor requirements for the immediately preceding Plan Year; and


	
 

	
 

	
 


	
 

	
(b)

	
The Plan satisfies the ADP Test
 Safe Harbor and/or ACP Test Safe Harbor requirements (determined without
 regard to Regulation Section 1.401(k)-3(g)) for the immediately following
 Plan Year (or for the immediately following
 twelve (12) months if the immediately following Plan Year is less than twelve
 (12) months).


	
 

	
 

	
 


	
9.6

	
Timing of matching
 contributions. If the
 ADP Test Safe Harbor contribution being made to the Plan is a matching
 contribution (or any ACP Test Safe Harbor matching contribution) that is made
 separately with respect to each payroll period (or with respect to all
 payroll periods ending with or within each month or quarter of a Plan Year)
 taken into account under the Plan
 for the Plan Year, then safe harbor matching contributions with respect to
 any elective deferrals and/or after-tax employee contributions made during a
 Plan Year quarter must be contributed to the Plan by the last day of the immediately following Plan Year quarter.


	
 

	
 

	
 


	
9.7

	
Exiting safe harbor matching. The Employer may amend the Plan during a
Plan
 Year to reduce or eliminate prospectively any or all matching contributions
 under the Plan (including any ADP Test Safe Harbor matching contributions) provided: (a) the Plan
 Administrator provides a supplemental notice to the Participants which
 explains the consequences of the amendment, specifies the amendment’s
 effective date, and informs Participants that they will have a reasonable opportunity to modify their
 cash or deferred elections and, if applicable, after-tax Employee








	
 


	



	
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 SunTrust Bank





6







Final 401(k) Amendment - Sponsor


	
 

	
 

	
 


	
 

	
contribution
 elections; (b) Participants have a reasonable opportunity (including a
 reasonable period after receipt of the supplemental notice) prior to the effective date
 of the amendment to modify their cash or deferred elections and, if applicable, after-tax
 Employee contribution elections; and (c) the amendment is not effective
 earlier than the later of: (i) thirty (30) days after the Plan Administrator gives
 supplemental notice; or (ii) the date the Employer adopts the amendment. An Employer
 which amends its Plan to eliminate or reduce any matching contribution under
 this Section, effective during the Plan Year, must continue to apply all of
 the ADP Test Safe Harbor and/or ACP Test Safe Harbor requirements of the Plan
 until the amendment becomes effective and also must apply for the entire Plan
 Year, using current year testing, the ADP test and the ACP test.


	
 

	
 


	
9.8

	
Plan
 termination. An Employer may terminate the Plan during a Plan
 Year in accordance with Plan termination provisions of the Plan and this
 Section.


	
 

	
 

	
 


	
 

	
(a)

	
Acquisition/disposition
 or substantial business hardship. If the Employer terminates the Plan resulting
 in a short
 Plan Year, and the termination is on account of an acquisition or disposition
 transaction described in Code Section 410(b)(6)(C), or if the termination is
 on account of the Employer’s substantial business hardship within the
 meaning of Code Section 412(d), then the Plan remains an ADP Test Safe Harbor
 and/or ACP Test Safe Harbor Plan provided that the Employer satisfies the ADP
 Test Safe Harbor and/or ACP Test Safe Harbor provisions through the effective date of
 the Plan termination.


	
 

	
 

	
 


	
 

	
(b)

	
Other
 termination. If the Employer terminates the Plan for any reason
 other than as described in Section 9.8(a) above, and the termination results
 in a short Plan Year, the Employer must conduct the termination under the provisions of
 Section 9.7 above, except that the Employer need not provide Participants
 with the right
 to change their cash or deferred elections.





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


[Sponsor’s signature and Adoption Date are on file with
Sponsor]


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


This
amendment has been executed this 13 day of May 2008.


	
 

	
 


	
Name
 of Plan:

	
Bluegreen
 Corporation Retirement Savings Plan 








	
 

	
 


	
Name
 of Employer:

	
Bluegreen
 Corporation








	
 

	
 

	
 


	
By:

	


	
 


	
 

	


	
 


	
 

	
EMPLOYER

	
 








	
 


	



	
© 2006
 SunTrust Bank





7