ALLIANCE BENEFIT GROUP OF ILLINOIS

NONSTANDARDIZED 401(K) PLAN



By executing this 401(k) plan Adoption Agreement (the “Agreement”)
under the Alliance Benefit Group of Illinois 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 #01 (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: Mercantile Bancorp, Inc. 440 Maine, PO
  Box 371 Quincy, Illinois
  62306-0371

	
   
	
   
	
   
	
   

	
   
	
  b.
	
  Employer Identification Number (EIN) for the Employer: 37-1149138

	
   
	
   
	
   
	
   

	
   
	
  c.
	
  Business entity of Employer (optional):

	
   
	
   
	
   
	
   

	
   
	
   
	
  [X]
	
  (1)
	
  C-Corporation
	
  [   ]
	
  (2)
	
  S-Corporation

	
   
	
   
	
  [   ]
	
  (3)
	
  Limited
  Liability Corporation
	
  [   ]
	
  (4)
	
  Sole
  Proprietorship

	
   
	
   
	
  [   ]
	
  (5)
	
  Partnership
	
  [   ]
	
  (6)
	
  Limited
  Liability Partnership

	
   
	
   
	
  [   ]
	
  (7)
	
  Government
	
  [   ]
	
  (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)?

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  Yes
	
  [X]
	
  (2)
	
  No

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
   
	
  __________________________________________________________________________________________

	
   
	
   
	
   
	
   

	
   
	
   
	
  __________________________________________________________________________________________

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [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: Mercantile Bancorp, Inc.
  Profit Sharing Plan &
  Trust

	
   
	
   
	
   
	
   

	
   
	
  b.
	
  Plan number (as identified on the Form 5500
  series filing for the Plan): 002

	
   
	
   
	
   
	
   

	
   
	
  c.
	
  Trust identification number (optional): 37-1275792

	
   
	
   
	
   
	
   

	
   
	
  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.

	
   
	
   
	
  [   ]
	
  (2)
	
  The
  12-consecutive month period ending _______.

	
   
	
   
	
  [   ]
	
  (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).

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  b.
	
  Employer Matching Contributions (see Part
  4B).

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [X]
	
  c.
	
  Employer Nonelective Contributions (see Part
  4C).

	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   

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




1











	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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)
	
  (2)
	
  (3)
	
   

	
   
	
   
	
  §401(k)
	
  Employer
	
  Employer
	
   

	
   
	
   
	
  Deferrals
	
  Match
	
  Nonelective
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  a.
	
  [   ]
	
  [   ]
	
  [   ]
	
  No excluded
  categories of Employees.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  b.
	
  [   ]
	
  [   ]
	
  [   ]
	
  Union
  Employees (see Section 22.202 of the BPD).

	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  d.
	
  [X]
	
  [   ]
	
  [X]
	
  Leased
  Employees (see Section 1.2(b) of the BPD).

	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  f.
	
  [   ]
	
  [   ]
	
  [   ]
	
  (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)
	
  (2)
	
  (3)
	
   

	
   
	
   
	
  §401(k)
	
  Employer
	
  Employer
	
   

	
   
	
   
	
  Deferrals
	
  Match
	
  Nonelective
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  a.
	
  [   ]
	
  [   ]
	
  [   ]
	
  None
  (conditions are met on Employment Commencement Date).

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  b.
	
  [X]
	
  [   ]
	
  [X]
	
  Age 21
  (cannot exceed age 21).

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  c.
	
  [   ]
	
  [   ]
	
  [X]
	
  One Year of
  Service.

	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  f.
	
  [X]
	
  [   ]
	
  [   ]
	
  (Describe
  eligibility conditions): 90 days of
  service

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [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).]

	
   
	
   
	
   
	
   
	
   
	
   

	
  [   ] 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.]
  

	
   
	
   

	
   
	
  [   ]
	
  a.
	
  The
  Effective Date of this Plan.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

							



2








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)
	
  (2)
	
  (3)
	
   

	
   
	
   
	
  §401(k)
	
  Employer
	
  Employer
	
   

	
   
	
   
	
  Deferrals
	
  Match
	
  Nonelective
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  a.
	
  [X]
	
  [   ]
	
  [X]
	
  The next
  following Entry Date (as defined in #8 below).

	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  c.
	
  N/A
	
  [   ]
	
  [   ]
	
  The nearest
  Entry Date (as defined in #8 below).

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  d.
	
  N/A
	
  [   ]
	
  [   ]
	
  The
  preceding Entry Date (as defined in #8 below).

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  e.
	
  [   ]
	
  [   ]
	
  [   ]
	
  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)
	
  (2)
	
  (3)
	
   

	
   
	
   
	
  §401(k)
	
  Employer
	
  Employer
	
   

	
   
	
   
	
  Deferrals
	
  Match
	
  Nonelective
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  a.
	
  [   ]
	
  [   ]
	
  [X]
	
  The first
  day of the Plan Year and the first day of 7th month of the Plan Year.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  b.
	
  [X]
	
  [   ]
	
  [   ]
	
  The first
  day of each quarter of the Plan Year.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  c.
	
  [   ]
	
  [   ]
	
  [   ]
	
  The first
  day of each month of the Plan Year.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  d.
	
  [   ]
	
  [   ]
	
  [   ]
	
  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.
	
  [   ]
	
  [   ]
	
  [   ]
	
  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.
	
  [   ]
	
  [   ]
	
  [   ]
	
  (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.]




Part 3 - Compensation
Definitions

(See Sections 22.102 and 22.197 of the BPD)


	
  9.
	
  Definition of Total Compensation: 

	
   
	
   

	
   
	
  [X]
	
  a.
	
  W-2 Wages.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  b.
	
  Withholding
  Wages.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]




3











	
   
	
   

	
  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)
	
  (2)
	
  (3)
	
   

	
   
	
   
	
  §401(k)
	
  Employer
	
  Employer
	
   

	
   
	
   
	
  Deferrals
	
  Match
	
  Nonelective
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  a.
	
  [   ]
	
  [   ]
	
  [   ]
	
  Total
  Compensation, as defined in #9 above.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  b.
	
  [X]
	
  [   ]
	
  [X]
	
  Total
  Compensation, as defined in #9 above, with the following exclusions:

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  c.
	
  N/A
	
  [   ]
	
  [   ]
	
   
	
  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.
	
  [X]
	
  [   ]
	
  [X]
	
   
	
  Fringe
  benefits, expense reimbursements, deferred compensation, and welfare benefits
  are excluded.

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  e.
	
  [   ]
	
  [   ]
	
  [   ]
	
   
	
  Compensation
  above $______ is excluded.

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  f.
	
  [   ]
	
  [   ]
	
  [   ]
	
   
	
  Bonuses are
  excluded.

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  g.
	
  [   ]
	
  [   ]
	
  [   ]
	
   
	
  Commissions
  are excluded.

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  h.
	
  [   ]
	
  [   ]
	
  [   ]
	
   
	
  Overtime is
  excluded.

	
   
	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  j.
	
  [   ]
	
  [   ]
	
  [   ]
	
   
	
  (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.]

	
   
	
   

	
  [   ] 11.
	
  Special rules.

	
   
	
   

	
   
	
  [   ]
	
  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.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  The calendar
  year ending in the Plan Year.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (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.]

									



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.

	
   
	
   

	
  [   ] 12.
	
  Section 401(k) Deferral limit. ___ % 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.]
  

	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  the Plan
  Year.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (2)
	
  the portion
  of the Plan Year in which the Employee is an Eligible Participant.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.]

	
   
	
   
	
   

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

	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  The limitation
  selected under #12 applies only to Highly Compensated Employees.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.]

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   

	
   
	
  [   ]
	
  a.
	
  ___% of
  Included Compensation for a payroll period.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  b.
	
  $___ for a
  payroll period.

	
   
	
   
	
   
	
   

	
  [   ] 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:

	
   
	
   

	
   
	
  [   ]
	
  a.
	
  all Eligible
  Participants.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  b.
	
  only those
  Employees who become Eligible Participants on or after the following date:

	
   
	
   
	
   
	
   

	
   
	
   
	
  _______________________________________________________________________________

	
   
	
   
	
   
	
   

	
  [   ] 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: ____




Part 4B - Employer
Matching Contributions

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


	
  [   ]
	
  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.]




5











	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  16.
	
  Employer Matching Contribution formula(s): [See the operating rules under #17 below.]
  

	
   
	
   

	
   
	
   
	
  (1)
	
  (2)
	
   
	
   
	
   

	
   
	
   
	
  §401(k)
	
  Employee
	
   
	
   
	
   

	
   
	
   
	
  Deferrals
	
  After-Tax
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  (a)
	
  ___% of
  Included Compensation.

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  (b)
	
  $___.

	
   
	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  (a)
	
  The Employer
  Matching Contribution allocated to any Eligible Participant may not exceed
  ___% of Included Compensation.

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  (b)
	
  The Employer
  Matching Contribution will apply only to a Participant’s applicable
  contributions that do not exceed:

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  1.
	
  ___% of
  Included Compensation.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  2.
	
  $___.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  c.
	
  [   ]
	
  [   ]
	
  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.]

											



6











	
   
	
  d.
	
  [   ]
	
  [   ]
	
  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.
	
  [   ]
	
  [   ]
	
  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)
  _____________%
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  a.
	
  as defined
  for purposes of eligibility under Part 7.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  b.
	
  as defined
  for purposes of vesting under Part 7.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  2.
	
  Special
  limits on Employer Matching Contributions under the Year of Service formula:

	
   
	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  ___% of
  Included Compensation.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  (2)
	
  $___.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  f.
	
  [   ]
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  (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.

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  (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.]

																



7











	
   
	
   

	
  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:

	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  Plan Year.
	
   
	
  [   ]
	
  (2)
	
  Plan Year
  quarter.

	
   
	
   
	
  [   ]
	
  (3)
	
  calendar
  month.
	
   
	
  [   ]
	
  (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:

	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  the entire
  period, including the portion of the period during which the Employee is not
  an Eligible Participant.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (2)
	
  the portion
  of the period in which the Employee is an Eligible Participant.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (3)
	
  the portion
  of the period during which the Employee’s election to make the applicable
  contributions is in effect.

	
   
	
   
	
   
	
   
	
   

	
  [   ] 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.]
  

	
   
	
   

	
   
	
  [   ]
	
  a.
	
  All Employer
  Matching Contributions are designated as QMACs.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  b.
	
  Only
  Employer Matching Contributions described in selection(s) _____ under #16
  above are designated as QMACs.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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:

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  Eligible
  Participants who are Nonhighly Compensated Employees.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.]
  

	
   
	
   

	
   
	
  [   ]
	
  a.
	
  None.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (2)
	
  Service condition. An Employee must have
  more than ___ (not more than 182) consecutive days of employment with the
  Employer during the Plan Year.

	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.




8











	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  Fractional method (see Section 2.6(e)(2)(i)
  of the BPD).

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.]

	
   
	
   
	
   

	
   
	
  [   ]
	
  h.
	
  The above
  allocation condition(s) will not apply
  if:

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  the
  Participant dies during the Plan Year.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (2)
	
  the
  Participant is Disabled.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (3)
	
  the
  Participant, by the end of the Plan Year, has reached:

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (a)
	
  Normal
  Retirement Age.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (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.

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  c.
	
  Uniform dollar amount.

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  A uniform
  discretionary dollar amount for each Eligible Participant.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (2)
	
  $___ for
  each Eligible Participant.

	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.]

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (a)
	
  Employer
  Nonelective Contributions

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (b)
	
  Employer
  Matching Contributions

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.]

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]




9











	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.) 

	
   
	
   

	
   
	
  [   ]
	
  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).

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
   
	
  [X]
	
  (1)
	
  Two-Step
  Formula.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (2)
	
  Four-Step
  Formula.

	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  ___ points
  for each ___ year(s) of age (attained as of the end of the Plan Year).

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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).]

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (a)
	
  In the same
  manner as determined for eligibility.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (b)
	
  In the same
  manner as determined for vesting.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (c)
	
  Points will
  not be provided with respect to Years of Service in excess of ___.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (3)
	
  ___ points
  for each $__ (not to exceed $200) of Included Compensation.

	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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).]

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  a uniform
  dollar amount
	
  [   ] 
	
  (2)
	
  a uniform
  percentage of Included Compensation

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  for the
  following periods of service:
	
   
	
   

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (a)
	
  Each Hour of
  Service.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (b)
	
  Each week of
  employment.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (c)
	
  (Describe
  period) __________________________

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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).]

	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   

	
  [   ] 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.] 

												



10











	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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:

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  all Eligible
  Participants who are Nonhighly Compensated Employees.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (2)
	
  all Eligible
  Participants.

	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.)

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.
	
  [   ]
	
  (b)
	
  Plan Year
  quarter.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (c)
	
  calendar
  month.
	
  [   ]
	
  (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.]

	
   
	
   
	
   

	
   
	
  [   ]
	
  (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.]

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.]

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [X]
	
  (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.]

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [X]
	
  (a)
	
    100  % 
  (may not exceed 100%) of the Taxable Wage Base.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [X]
	
  1.
	
  The amount
  determined under (a) is not rounded.

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  2.
	
  The amount
  determined under (a) is rounded (but not above the Taxable Wage Base) to the
  next higher:

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  a.
	
  $1.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  b.
	
  $100.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  c.
	
  $1,000.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (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.]
  

	
   
	
   

	
   
	
  [   ]
	
  a.
	
  None.

																



11











	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.

	
   
	
   
	
   
	
   

	
   
	
  [X]
	
  d.
	
  Hours of Service condition. An Employee must
  be credited with at least   1000  
  Hours of Service (may not exceed 1,000) during the Plan Year.

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (2)
	
  Service condition. An Employee must have
  more than ___ (not more than 182) consecutive days of employment with the
  Employer during the Plan Year.

	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  Fractional method (see Section 2.6(e)(2)(i)
  of the BPD).

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.]

	
   
	
   
	
   

	
   
	
  [X]
	
  g.
	
  The above
  allocation condition(s) will not
  apply if:

	
   
	
   
	
   
	
   

	
   
	
   
	
  [X]
	
  (1)
	
  the
  Participant dies during the Plan Year.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [X]
	
  (2)
	
  the
  Participant is Disabled.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [X]
	
  (3)
	
  the
  Participant, by the end of the Plan Year, has reached:

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [X]
	
  (a)
	
  Normal
  Retirement Age.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (b)
	
  Early
  Retirement Age.




Part 4D - Employee
After-Tax Contributions

(See Section 3.1 of the BPD)


	
  [   ]
	
  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.”]

	
   
	
   
	
   
	
   
	
   
	
   

	
  [   ] 25.
	
  Maximum. ___ % of Included Compensation for:

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  a.
	
  the entire
  Plan Year.

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   
	
   
	
   

	
  [   ] 26.
	
  Minimum. For any payroll period, no less
  than:

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  a.
	
  ___% of
  Included Compensation.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  b.
	
  $___.
	
   
	
   
	
   




12











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


(See Section 17.6 of the BPD)


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

	
   
	
   

	
  [   ] 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.]
  

	
   
	
   

	
   
	
  [   ]
	
  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.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  b.
	
  Enhanced formula:

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  ___% (not
  less than 100%) of applicable contributions up to ___% of Included
  Compensation (not less than 4% and not more than 6%).

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (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.]

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (a)
	
  ___% of
  applicable contributions up to the first (b) ___% of Included Compensation,
  plus

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (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)(1)(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:

	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (1)
	
  Plan Year.
	
  [   ]
	
  (2)
	
  Plan Year
  quarter.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  (3)
	
  calendar
  month.
	
  [   ]
	
  (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.]

	
   
	
   
	
   

	
   
	
  [   ]
	
  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.

	
   
	
   
	
   
	
   

	
  [   ] 28.
	
  Safe Harbor Nonelective Contribution: ___%
  (no less than 3%) of Included Compensation. 

	
   
	
   

	
   
	
  [   ]
	
  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)(1)(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.

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  ___________________________________________________________________________________

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.

	
   
	
   
	
   
	
   

	
  [   ] 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.]




13











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

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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)(1) 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.)

	
   
	
   
	
   
	
   

	
   
	
  [X]
	
  a.
	
  Prior Year
  Testing Method.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   

	
  [   ] 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:

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

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

	
   
	
   

	
  [   ] 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:

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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).

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  b.
	
  Age ___.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  c.
	
  Completion
  of ___ Years of Service, determined as follows:

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  Same as for
  eligibility.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (2)
	
  Same as for
  vesting.




14











	
  Part 6 - Vesting
  Rules

  
	
   

	
  (See Article 4 of the BPD)

  
	
   
	
   

	
  •
	
  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.
	
  [   ]
	
  [   ]
	
  Full and
  immediate vesting.

	
   
	
   
	
   
	
   
	
   

	
   
	
  b.
	
  [   ]
	
  [X]
	
  7-year
  graded vesting schedule.

	
   
	
   
	
   
	
   
	
   

	
   
	
  c.
	
  [   ]
	
  [   ]
	
  6-year
  graded vesting schedule.

	
   
	
   
	
   
	
   
	
   

	
   
	
  d.
	
  [   ]
	
  [   ]
	
  5-year cliff
  vesting schedule.

	
   
	
   
	
   
	
   
	
   

	
   
	
  e.
	
  [   ]
	
  [   ]
	
  3-year cliff
  vesting schedule.

	
   
	
   
	
   
	
   
	
   

	
   
	
  f.
	
  [   ]
	
  [   ]
	
  Modified
  vesting schedule:

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (1)
	
  ________%
  after 1 Year of Service

	
   
	
   
	
   
	
   
	
  (2)
	
  ________%
  after 2 Years of Service

	
   
	
   
	
   
	
   
	
  (3)
	
  ________%
  after 3 Years of Service

	
   
	
   
	
   
	
   
	
  (4)
	
  ________%
  after 4 Years of Service

	
   
	
   
	
   
	
   
	
  (5)
	
  ________%
  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.]

	
   
	
   

	
  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.
	
  [   ]
	
  [   ]
	
  Full and
  immediate vesting.

	
   
	
   
	
   
	
   
	
   

	
   
	
  b.
	
  [   ]
	
  [X]
	
  6-year
  graded vesting schedule.

	
   
	
   
	
   
	
   
	
   

	
   
	
  c.
	
  [   ]
	
  [   ]
	
  3-year
  cliff vesting schedule.

	
   
	
   
	
   
	
   
	
   

	
   
	
  d.
	
  [   ]
	
  [   ]
	
  Modified
  vesting schedule:

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (1)
	
  ________%
  after 1 Year of Service

	
   
	
   
	
   
	
   
	
  (2)
	
  ________%
  after 2 Years of Service

	
   
	
   
	
   
	
   
	
  (3)
	
  ________%
  after 3 Years of Service

	
   
	
   
	
   
	
   
	
  (4)
	
  ________%
  after 4 Years of Service

	
   
	
   
	
   
	
   
	
  (5)
	
  ________%
  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.]




15











	
  [   ] 38.

  	
  Service excluded under the above vesting schedule(s):

  
	
   
	
   
	
   
	
   

	
   
	
  [   ]

  	
  a.

  	
  Service
  before the original Effective Date of this Plan. (See Section 4.5(b)(1) of
  the BPD for rules that require service under a Predecessor Plan to be
  counted.)

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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).

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
  [   ] 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.

	
   

	
  •
	
  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.]

	
   
	
   

	
  •
	
  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.]

	
   
	
   

	
  •
	
  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.]

	
   
	
   

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

	
   
	
   

	
  •
	
  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.]

	
   
	
   

	
  [   ] 41.
	
  Alternative definition of Year of Service for eligibility.

	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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:

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  All
  Employees.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (2)
	
  Employees
  who are not paid on an hourly basis. For hourly Employees, the Actual Hours Method
  will be used.

	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
  [   ] 42.
	
  Alternative method for determining Eligibility Computation Periods.
  (See Section 1.4(c) of the BPD.)

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

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




16











	
  [   ] 43.

  	
  Alternative definition of Year of Service for vesting.

  
	
   
	
   
	
   
	
   

	
   
	
  [   ]

  	
  a.

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

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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:

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  All
  Employees.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (2)
	
  Employees
  who are not paid on an hourly basis. For hourly Employees, the Actual Hours
  Method will be used.

	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
  [   ] 44.
	
  Alternative method for determining Vesting Computation Periods. Instead of Plan Years, use:

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  a.
	
  Anniversary
  Years. (See Section 4.4 of the BPD.)

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   

	
  [X] 45.
	
  Break in Service rules.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.)]

	
   
	
   
	
   
	
   

	
   
	
  [X]
	
  b.
	
  One-year holdout Break in Service rule.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [X]
	
  (1)
	
  Applies to
  determine eligibility for: [Check one or
  both.]

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [X]
	
  (a)
	
  Employer
  Contributions (other than Section 401(k) Deferrals).

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [X]
	
  (2)
	
  Applies to
  determine vesting. (See Section 4.6(a) of the BPD.)

	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.)

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  Daily method. Each Employee will be credited
  with 10 Hours of Service for each day worked.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (2)
	
  Weekly method. Each Employee will be
  credited with 45 Hours of Service for each week worked.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (3)
	
  Semi-monthly method. Each Employee will be
  credited with 95 Hours of Service for each semi-monthly payroll period
  worked.

	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  Eligibility.
  [Check this (1) only if #41.b. is checked
  above.]

	
   
	
   
	
   
	
   
	
   
	
   

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




17











	
  Part 8 -
  Allocation of Forfeitures

  
	
   

	
  (See Article 5 of the BPD)

  
	
   

	
  [   ]
	
  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]
	
  In the same
  Plan Year in which the forfeitures occur.

	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   

	
   
	
  c.
	
  [   ]
	
  [   ]
	
  Reduce the:
  [Check one or both.]

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  (a)
	
  Employer
  Matching Contributions

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  (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.]

	
   
	
   
	
   
	
   
	
   

	
  [   ] 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.

	
   
	
   

	
  [   ] 50.
	
  Modification of cash-out rules. The Cash-Out
  Distribution rules are modified in accordance with Sections 5.3(a)(1)(i)(C)
  and 5.3(a)(1)(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.

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  e.
	
  (Describe
  distribution event) _________________________________________________________

	
   
	
   
	
   
	
   

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

								



18











	
  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.

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  d.
	
  (Describe
  distribution event): ________________________________________________________

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
  [X] 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:

	
   
	
   
	
   
	
   

	
   
	
  [X]
	
  a.
	
  the date the
  Participant becomes Disabled.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  b.
	
  the end of
  the Plan Year in which the Participant becomes Disabled.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  c.
	
  (Describe
  distribution event): ________________________________________________________

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
  [   ] 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.

	
   
	
   

	
  [   ] 55.
	
  Special operating rules.

	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.

	
   
	
   
	
   
	
   




19











	
  Part 10 -
  In-Service Distributions

  
	
   

	
  (See Section 8.5 of the BPD)

  
	
  •
	
  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.
	
  [   ]
	
  [   ]
	
  [   ]
	
  In-service
  distributions are not available.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  b.
	
  [   ]
	
  [   ]
	
  [   ]
	
  After age
  ___. [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]
	
  [   ]
	
  [   ]
	
  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
	
  [   ]
	
  [   ]
	
  A Hardship
  described in Section 8.6(b) of the BPD.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  e.
	
  N/A
	
  [   ]
	
  [   ]
	
  After the
  Participant has participated in the Plan for at least _____ years (cannot be
  less than 5 years).

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  f.
	
  N/A
	
  [   ]
	
  [   ]
	
  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.
	
  [X]
	
  [   ]
	
  [   ]
	
  Upon a
  Participant becoming Disabled (as defined in Section 22.53).

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  h.
	
  [   ]
	
  [   ]
	
  [   ]
	
  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
	
  [   ]
	
  [   ]
	
  Attainment
  of Early Retirement Age.

	
   
	
   
	
   
	
   
	
   
	
   

	
  57.
	
  Limitations that apply to in-service distributions:

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.)

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  d.
	
  (Describe
  limitations on in-service distributions) _________

	
   
	
   
	
   

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

	
   
	
   

	
  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.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  b.
	
  Single sum
  distribution of a portion of vested Account Balance.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  c.
	
  Installments
  for a specified term.

	
   
	
   
	
   
	
   

	
   
	
  [X]
	
  d.
	
  Installments
  for required minimum distributions only.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  e.
	
  Annuity
  payments (see Section 8.1 of the BPD).

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

							



20











	
  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.]

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  No modifications.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (2)
	
  Modified QJSA benefit. Instead of a 50%
  survivor benefit, the normal form of the QJSA provides the following survivor
  benefit to the spouse:

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  (a)
	
  100%.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  (b)
	
  75%.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  (c)
	
  66 2/3%.

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (3)
	
  Modified QPSA benefit. Instead of a 50% QPSA
  benefit, the QPSA benefit is 100% of the Participant’s vested Account
  Balance.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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

	
   

	
  •
	
  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.)

	
   
	
   
	
   
	
   

	
   
	
  [X]
	
  a.
	
  No

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  b.
	
  Yes

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  Use the
  default loan procedures under Article 14 of the BPD.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (2)
	
  Use a
  separate written loan policy to modify the default loan procedures under
  Article 14 of the BPD.

	
   
	
   
	
   
	
   
	
   
	
   

	
  61.
	
  Are
  Participants permitted to direct investments?
  (See Section 13.5(c) of the BPD.)

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  a.
	
  No

	
   
	
   
	
   
	
   

	
   
	
  [X]
	
  b.
	
  Yes

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [X]
	
  (1)
	
  Specify
  Accounts: Elective Deferral Account; Profit Sharing Account with 59 1/2
  election, Related Rollover Accounts with 59 1/2 election, Unrelated Rollover
  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.)

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  a.
	
  No

	
   
	
   
	
   
	
   

	
   
	
  [X]
	
  b.
	
  Yes. Specify
  Accounts and/or investment options: Elective Deferral Account; Profit Sharing
  with 59 1/2 election, Related Rollover Accounts with 59 1/2 election,
  unrelated rollover accounts




21











	
  63.

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

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  a.
	
  No

	
   
	
   
	
   
	
   

	
   
	
  [X]
	
  b.
	
  Yes

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [X]
	
  (1)
	
  Specify
  Accounts and/or investment options: Profit Sharing Account

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [X]
	
  (2)
	
  Specify
  valuation date(s): December 31

	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  [   ]
	
  (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.)

	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  a.
	
  No
	
   
	
  [X]
	
  b.
	
  Yes

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  65.
	
  Are life insurance investments permitted?
  (See Article 15 of the BPD.)

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [X]
	
  a.
	
  No
	
   
	
  [   ]
	
  b.
	
  Yes

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  66.
	
  Do the default QDRO procedures under Section
  11.5 of the BPD apply?

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  a.
	
  No
	
   
	
  [X]
	
  b.
	
  Yes

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  67.
	
  Do the default claims procedures under Section
  11.6 of the BPD apply?

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  a.
	
  No
	
   
	
  [X]
	
  b.
	
  Yes

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  Part 13 -
  Miscellaneous Elections

	
   

	
  •
	
  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.

	
   
	
   

	
  [   ] 68.
	
  Determination of Highly Compensated Employees.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  b.
	
  The Calendar Year Election applies. [This selection b. may only be chosen if the Plan
  Year is not the calendar year. See Section 22.99(b)(5) of the BPD.]

	
   
	
   
	
   
	
   

	
  [   ] 69.
	
  Special elections for applying the Annual Additions Limitation under
  Code §415.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.)

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  c.
	
  Operating rules. Instead of the default
  provisions under Article 7 of the BPD, the following rules apply: ___

	
   
	
   
	
   
	
   

	
  [   ] 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)(1) of the BPD.

	
   
	
   

	
  [X] 71.
	
  Service credited with Predecessor Employers:
  (See Section 6.7 of the BPD.)

											



22











	
   
	
  [X]
	
  a.
	
  (Identify
  Predecessor Employers) State Bank of Augusta; Brown County State Bank; Marine
  Trust Company of Carthage; Golden State Bank; Security State Bank of
  Hamilton; Mercantile Trust & Savings Bank; Perry State Bank; Farmers
  State Bank of North Missouri

	
   
	
   
	
   
	
   

	
   
	
  [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.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (3)
	
  The
  allocation requirements elected in Part 4 of this Agreement.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

	
   
	
   
	
   
	
   

	
  [   ] 72.
	
  Special rules where Employer maintains more than one plan.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.)

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  This Plan.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (2)
	
  The
  following Defined Contribution Plan maintained by the Employer: _____________

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (3)
	
  Describe
  method for providing the top-heavy minimum contribution: _______________

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.)

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  This Plan, but
  the minimum required contribution is increased from 3% to 5% of Total
  Compensation for the Plan Year.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (2)
	
  The
  following Defined Benefit Plan maintained by the Employer: _________________

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (3)
	
  Describe
  method for providing the top-heavy minimum contribution: ______________

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   ______________________________________________________________________

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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:
  _________________________________________________________________

	
   
	
   
	
   
	
   

	
  [   ] 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: _____________________________

	
   
	
   

	
   
	
  [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.]




23











	
  [   ] 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.]

  
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]

  	
  a.

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

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  The special
  rule for Top-Heavy Plans under Section 2.7(a) of the BPD does not apply.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  [   ]
	
  (2)
	
  The
  Fail-Safe Coverage Provision is based on Included Compensation as described
  under Section 2.7(d) of the BPD.

	
   
	
   
	
   
	
   
	
   
	
   

	
  [   ] 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).]

	
   
	
   

	
  [   ] 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.




24











	
  

  
	
  Signature Page

  
	
  

  
	
   

	
  By signing
  this page, the Employer agrees to adopt (or amend) the Plan which consists of
  BPD #01 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:

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  Dan S.
  Dugan, President
	
   
	
  /s/ Dan S. Dugan
	
   
	
  7-23-03

	
   
	
  

  	
   
	
  

  	
   
	
  

  
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  

  	
   
	
  

  	
   
	
  

  
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  

  	
   
	
  

  	
   
	
  

  
	
   
	
   

	
  78.
	
  Effective Date of this Agreement:

	
   
	
   

	
   
	
  [   ]
	
  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, 2003

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (1)
	
  Designate
  the plan(s) being amended by this restatement: Mercantile Bancorp, Inc.
  Profit Sharing Plan & Trust 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (2)
	
  Designate
  the original Effective Date of this Plan (optional): January 1, 1989

	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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: _____________________________________________

	
   
	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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: ____________________________________________

	
   
	
   
	
   
	
   
	
   

	
  [   ] 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):

	
   
	
   
	
   

	
   
	
   
	
  Alliance
  Benefit Group of Illinois

	
   
	
   
	
   

	
   
	
  b.
	
  Address of Prototype Sponsor (or authorized representative):

	
   
	
   
	
   

	
   
	
   
	
  456 Fulton
  Street, Suite 345 Peoria, IL  61602

	
   
	
   
	
   

	
   
	
  c.
	
  Telephone number of Prototype Sponsor (or authorized representative):

	
   
	
   
	
   

	
   
	
   
	
  309-671-4200

	
   
	
   
	
   

	
  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.

									



25











	
  

  
	
  Trustee Declaration

  
	
  

  
	
   

	
  By signing
  this Trustee Declaration, the Trustee agrees to the duties, responsibilities
  and liabilities imposed on the Trustee by the BPD #01 and this Agreement.

  
	
   

	
  81.
	
  Name(s) of Trustee(s):
	
   
	
  Signature(s) of Trustee(s):
	
   
	
  Date:

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  Mercantile
  Trust & Savings Bank
	
   
	
  /s/ Dan S. Dugan
	
   
	
  7-23-03

	
   
	
  

  	
   
	
  

  	
   
	
  

  
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  

  	
   
	
  

  	
   
	
  

  
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  

  	
   
	
  

  	
   
	
  

  
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  

  	
   
	
  

  	
   
	
  

  
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  

  	
   
	
  

  	
   
	
  

  
	
   
	
   
	
   
	
   
	
   
	
   

	
  82.
	
  Effective date of this Trustee Declaration:
  January 1, 2003

	
   
	
   

	
  83.
	
  The Trustee’s investment powers are:

	
   
	
   

	
   
	
  [   ]
	
  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.

	
   
	
   
	
   
	
   

	
   
	
  [   ]
	
  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.]

								



26








Appendix A – Special
Effective Dates


	
  A-1

  	
   
	
  [   ]

  	
  Eligibility conditions. The eligibility
  conditions specified in Part 1 of this Agreement are effective: ______

  
	
   
	
   
	
   
	
   

	
  A-2

  	
   
	
  [   ]

  	
  Entry Date. The Entry Date provisions
  specified in Part 2 of this Agreement are effective: _____________

  
	
   
	
   
	
   
	
   

	
  A-3

  	
   
	
  [   ]

  	
  Section 401(k) Deferrals. The provisions
  regarding Section 401(k) Deferrals selected under Part 4A of this Agreement
  are effective:
  __________________________________________________________________

  
	
   
	
   
	
   
	
   

	
  A-4

  	
   
	
  [   ]

  	
  Matching contribution formula. The Employer
  Matching Contribution formula(s) selected under Part 4B of this Agreement are
  effective: ____________________________________________________________

  
	
   
	
   
	
   
	
   

	
  A-5

  	
   
	
  [   ]

  	
  Employer contribution formula. The Employer
  Nonelective Contribution formula(s) selected under Part 4C of this Agreement
  are effective: _________________________________________________________

  
	
   
	
   
	
   
	
   

	
  A-6

  	
   
	
  [   ]

  	
  Allocation conditions for receiving an Employer Matching
  Contribution. The allocation conditions designated
  under Part 4B, #19 of this Agreement are effective:
  ___________________________________

  
	
   
	
   
	
   
	
   

	
  A-7

  	
   
	
  [   ]

  	
  Allocation conditions for receiving an Employer Nonelective
  Contribution. The allocation conditions designated
  under Part 4C, #24 of this Agreement are effective:
  ___________________________________

  
	
   
	
   
	
   
	
   

	
  A-8

  	
   
	
  [   ]

  	
  Safe Harbor 401(k) Plan provisions. The Safe
  Harbor 401(k) Plan provisions under Part 4E of this Agreement are effective:
  _________________________________________________________________

  
	
   
	
   
	
   
	
   

	
  A-9

  	
   
	
  [   ]

  	
  Vesting rules. The vesting schedules
  selected under Part 6 of this Agreement are effective: ____________

  
	
   
	
   
	
   
	
   

	
  A-10

  	
   
	
  [   ]

  	
  Service crediting rules for eligibility. The
  service crediting rules for determining a Year of Service for eligibility
  purposes under Section 1.4 of the BPD and Part 7 of this Agreement are
  effective: ___________

  
	
   
	
   
	
   
	
   

	
  A-11

  	
   
	
  [   ]

  	
  Service crediting rules for vesting. The
  service crediting rules for determining a Year of Service for vesting
  purposes under Section 4.5 of the BPD and Part 7 of this Agreement are
  effective: _____________

  
	
   
	
   
	
   
	
   

	
  A-12

  	
   
	
  [   ]

  	
  Forfeiture provisions. The forfeiture
  provisions selected under Part 8 of this Agreement are effective: ___

  
	
   
	
   
	
   
	
   

	
  A-13

  	
   
	
  [   ]

  	
  Distribution provisions. The distribution options
  selected under Part 9 of the Agreement are effective for distributions
  occurring after:
  _______________________________________________________________

  
	
   
	
   
	
   
	
   

	
  A-14

  	
   
	
  [   ]

  	
  In-service distribution provisions. The
  in-service distribution options selected under Part 10 of the Agreement are
  effective for distributions occurring after:
  ________________________________________

  
	
   
	
   
	
   
	
   

	
  A-15

  	
   
	
  [   ]

  	
  Forms of distribution. The optional forms of
  distribution selected under Part 11 of this Agreement are eligible for distributions
  occurring after: _____________________________________________________

  
	
   
	
   
	
   
	
   

	
  A-16

  	
   
	
  [   ]

  	
  Special effective date provisions for merged plans.
  If any qualified retirement plans have been merged into this Plan, the
  provisions of Section 22.59 apply, except as otherwise provided under this
  A-16: ______

  
	
   
	
   
	
   
	
   

	
  A-17

  	
   
	
  [   ]

  	
  Other special effective dates: _____________________________________________________________

  



27








Appendix B - GUST
Operational Compliance


	
  [X]

  	
  Check this selection and complete the remainder of this page if this
  Plan is being adopted to comply retroactively with the GUST Legislation. An
  Employer need only check those provisions that apply. If this Plan is not
  being adopted to comply with the GUST Legislation, this Appendix B need not
  be completed and may be removed from the Agreement.

  
	
   
	
   
	
   

	
  [   ]

  	
  B-1.

  	
  Highly Compensated Employee rules. (See
  Section 20.2 of the BPD.)

	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  a.
	
  Top-Paid Group Test. The election under Part
  13, #68.a. above to use (or to not use) the Top-Paid Group Test did not apply
  for the following post-1996 Plan Year(s):
  ____________________________________.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  b.
	
  Calendar Year Election. The election under
  Part 13, #68.b. above to use (or to not use) the Calendar Year Election did
  not apply for the following post-1996 Plan Year(s):
  _________________________________.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  c.
	
  The Old-Law Calendar Year Election applied
  for the Plan Year that began in 1997. 

	
   
	
   
	
   
	
   
	
   
	
   

	
  [X]
	
  B-2.
	
  Required minimum distributions. (See Section
  10.4 of the BPD.)

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  a.
	
  Option to postpone minimum distributions.
  For calendar year(s) _____________, the Plan permitted Participants (other
  than Five-Percent Owners) who were still employed with the Employer to
  postpone minimum distributions in accordance with the Required Beginning Date
  rules under Section 10.3(a)(1) of the BPD, even though the Plan had not been
  amended to contain such rules.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  b.
	
  Election to stop required minimum distributions.
  Starting in calendar year ____________, a Participant (other than a Five-Percent
  Owner) who had already started receiving in-service minimum distributions
  under the Old-Law Required Beginning Date rules may stop receiving such
  minimum distributions until the Participant’s Required Beginning Date under
  Section 10.3(a)(1) of the BPD. [If this b.
  is not checked, Participants who began receiving minimum distributions under
  the Old-Law Required Beginning Date rules must continue to receive such
  minimum distributions.]

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  c.
	
  Application of Joint and Survivor Annuity rules.
  If Employees are permitted to stop their required minimum distributions under
  b. above and the Joint and Survivor Annuity requirements apply to the Plan
  under Article 9 of the BPD, the Participant:

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  will
	
   
	
  [   ]
	
  (2)
	
  will not
	
   

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  be treated
  as having a new Distribution Commencement Date when distributions recommence.
  [Note: Do not check this c. if the Plan is not subject to
  the Joint and Survivor Annuity requirements. See Section 10.4(c) of the BPD
  for operating rules concerning the application of the Joint and Survivor
  Annuity rules under this subsection c.]

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [X]
	
  d.
	
  Application of Proposed Regulations for the 2001 Plan Year.
  [This d. should be checked only if
  required minimum distributions made for calendar years beginning on or after
  January 1, 2001 will be made in accordance with the proposed regulations
  under Code §401(a)(9), which were issued in January 2001. If this d. is
  checked, required minimum distributions made for calendar years beginning on
  or after January 1, 2001 may be made in accordance with the proposed
  regulations, notwithstanding any provision in the Plan to the contrary. An
  election under this d. applies until the end of the last calendar year
  beginning before the effective date of final regulations under Code
  §401(a)(9) or such other date specified in guidance published by the Internal
  Revenue Service. If this d. is not checked, required minimum distributions
  will continue to be made in accordance with the provisions of Code
  §401(a)(9), without regard to the proposed regulations.]

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [X]
	
  (1)
	
  Effective date. The election under d. to
  apply the proposed regulations under Code §401(a)(9) applies only for
  required minimum distributions that are made on or after December 31, 2000. [In no event may the proposed regulations apply to a
  required minimum distribution that is made for a calendar year that begins
  before January 1, 2001.]




28











	
  [   ]

  	
  B-3.

  	
  Special effective dates.

	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  a.
	
  Involuntary distribution threshold of $5,000
  is first effective under this Plan for distributions made after ____________
  (no earlier than the first day of the first Plan Year beginning on or after
  August 5, 1997 and no later than the date the Plan is adopted). [If this a. is not checked, the $5,000 threshold
  applies to all distributions made on or after the first day of the first Plan
  Year beginning on or after August 5, 1997, except as provided in an earlier
  restatement or amendment of the Plan. See Section 20.4 of the BPD.]

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  b.
	
  Family aggregation is repealed for purposes
  of determining the allocation of Employer Contributions for Plan Years
  beginning ____________ (no earlier than the first Plan Year beginning on or
  after January 1, 1997 and no later than the date the Plan is adopted). [If this b. is not checked, family aggregation is
  repealed as of the first Plan Year beginning on or after January 1, 1997. See
  Section 20.5 of the BPD.]

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  c.
	
  Qualified transportation fringes. The
  inclusion of qualified transportation fringes in the definition of Total Compensation
  (and Included Compensation) is applicable for years beginning on or after
  ______ (no earlier than January 1, 1998 and no later than January 1, 2001). [If this c. is not checked, the inclusion of
  qualified transportation fringes is effective for years beginning on or after
  January 1, 2001. An earlier date should be entered under this c. only if the
  Plan was operated to include qualified transportation fringes in Total
  Compensation (and Included Compensation) during such period.]

	
   
	
   
	
   
	
   
	
   
	
   

	
  [   ]
	
  B-4.
	
  Code §415 limitation. Complete this B-4 if
  for any Limitation Year in which the Code §415(e) limitation was applicable
  under Section 7.5 of the BPD, the Code §415(e) limitations were applied in a
  manner other than that described in Section 7.5(b) of the BPD. Any
  alternative method described in this B-4 that is used to comply with the Code
  §415(e) limitation must be consistent with Plan operation.

	
   
	
   
	
   

	
   
	
   
	
  

  
	
   
	
   
	
   

	
  [X]
	
  B-5.
	
  Special 401(k) Plan elections. (See Article 17 of the BPD)

	
   
	
   
	
   

	
   
	
   
	
  [X]
	
  a.
	
  ADP/ACP testing methods during GUST remedial amendment period.
  Check this a. if, in any Plan Year beginning after December 31, 1996, but
  before the adoption of this Agreement, the ADP Test or ACP Test was performed
  using a different testing method than the one selected under Part 4F, #31.a.
  or Part 4F, #31.b. and specify the Plan Year(s) in which the other testing
  method was used:

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [X]
	
  (1)
	
  ADP Test: 2002

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [X]
	
  (2)
	
  ACP Test: 2002

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  [   ]
	
  b.
	
  Application of Safe Harbor 401(k) Plan provisions.
  Check this b. if, prior to the adoption of this Agreement, the Plan was
  operated in accordance with the Safe Harbor 401(k) Plan provisions, and this
  Agreement is conforming the document to such operational compliance for the
  period prior to the adoption of this Agreement. [Note: This b. should be checked only if this Agreement is
  executed within the remedial amendment period applicable to the GUST
  Legislation. See Article 20 of the BPD.]

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  (1)
	
  GUST effective date. The Safe Harbor 401(k)
  Plan provisions under Part 4E are effective for the Plan Year beginning
  ____________ (may not be earlier than the first Plan Year beginning on or
  after January 1, 1999).

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [   ]
	
  (2)
	
  Modifications to Part 4E. Describe here, if
  applicable, any Safe Harbor 401(k) Plan provisions applied in operation that
  are not described or are inconsistent with the selections under Part 4E:
  __________

	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  [Note: The Safe
  Harbor 401(k) Plan provisions under Part 4E of this Agreement will apply for
  all Plan Years beginning on or after January 1, 1999 or the GUST effective
  date designated under (1) above unless specifically modified under this (2).]




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