EXHIBIT 10.10
WESTSOUND BANK
401(K) Profit Sharing Plan
AUTOMATIC DATA PROCESSING STANDARDIZED 401(K) ADOPT
PROTOTYPE 401(K) AND PROFIT SHARING PLAN AGREEMENT
Upon acceptance by the Trustee, the undersigned company adopts the Automatic
Data Processing Prototype 401(k) and Profit Sharing Plan (the "Plan")
incorporated by this reference, agrees to the terms of the plan, certifies the
accuracy of the following information, and makes the following elections under
the plan
1. Fill in exact legal name, and complete identifying information.
State or Local Government option is only available to permissibly grandfathered
entities.
1. For example, ABC, Inc. 401(k) Plan.
2. Use plan number which is to be used for IRS reporting purposes, such as
Form 5500, and Form 1099-R. For example, the first qualified retirement
plan for the Company should be 001.
3. Complete this item for ALL Plans. Fill in the date the provisions of this
Plan first become/became applicable.
4. Always complete this item for amended and restated Plans.
1. Complete this item only for :
a. amended and restated Plan with an existing non-calendar year Plan
Year; or
b. newly established safe harbor Plan with an effective date other than
1/1; or
c. newly established Plan started in the year the business is
established.
2. Complete this item only if (a) the company or its affiliates have any other
tax-qualified plans, and. (b) the limitation year of the other plan(s) is
not the calendar year.
I. COMPANY AND PLAN REGISTRATION INFORMATION
Note: All Affiliates as defined in Article 1 of the basic Plan document who
adopt this Plan must be indicated on the last page of this Agreement.
A. COMPANY INFORMATION. Complete this item based on the lead Employer.
1. Name and address of Company:
West Sound Bank
190 Pacific Ave
Bremerton WA 98337
2. Telephone number: (360) 405 1202
3. Type of entity (choose one):
[ ] Sole Proprietorship
[X] Corporation
[ ] Tax Exempt
[ ] Limited Liability Company
[ ] State or Local Government
[ ] Partnership
[ ] S Corporation
[ ] Indian Tribe
[ ] Limited Liability Partnership
[ ] Other (specify) _________________
4. Date of incorporation or date business began. 03/12/1999.
5. Employer Identification Number: 91 - 1925181.
B. PLAN INFORMATION
1. Name of Plan: West Sound Bank 401(k) Plan
2. Plan Number: 001
3. Original Effective Date of this Plan: 01/01/2002.
4. If applicable, the Effective Date of this amendment and
restatement: _____/_____/_______.
C. PLAN ADMINISTRATION
1. Plan Year (Plan Article 1) means the calendar year. If
applicable, there will be a short Plan Year commencing on
______/______/______ and ending on 12/31/______.
2. Limitaion Year means the Plan Year, unless otherwise specified
here: ______/______/______.
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A. Must choose 1 or 2. Note: Under ADP prototype program, union employees are
not permitted to participate in the same plan as nonunion employees.
2. Check each appropriate box (a and/or b) to specify excluded employee
groups, if applicable.
a. For a Plan established for union employees, specify if not all union
employees are included. For example: If Plan is set-up for employees in
Union X, but employees in Union Y are excluded. Union Y should be
specified.
b. If chosen, in the event of a corporate acquisition, employees of the
acquired company will be excluded from participation in the Plan for a
period not to exceed two years (as determined by the acquisition date and
Plan Year).
2. If one YEAR OF ELIGIBILITY SERVICE is selected, then Employees may begin
participation on the first day of the month after a 12 consecutive month
period (as specified in the Plan) in which they complete 1,000 Hours of
Service.
3. If MONTHS OF SERVICE is selected, whole months must be entered within this
option. An Employee is credited for each month during which he performs one
Hour of Service. No additional Hour of Service requirements can be chosen
if Months of Service is elected.
III. 2. Not yet available due to system constraints.
A. Must select one.
II. ELIGIBILITY AND PARTICIPATION REQUIREMENTS
A. ELIGIBLE EMPLOYEES (Plan Article 1)
Choose one:
1. [X] All Employees of an Employer are eligible to participate in the
Plan.
2. [ ] All Employees of an Employer are eligible to participate in the
Plan, except (choose as desired):
a. [ ] Employees included in a bargaining unit covered by a
collective bargaining agreement with the Employer in the
negotiation of which retirement benefits were the subject of
good faith bargaining (unless the bargaining agreement
provides for participation in the Plan).
________________________________________________________
________________________________________________________
b. [ ] Employees not required to be taken into account for
nondiscrimination testing purposes under Code Section
410(b)(6)(C), but only during the Code Section 410(b)(6)(C)
transition period.
B. MINIMUM AGE FOR PARTICIPATION (PLAN SECTION 2.1.1(A))
Choose one:
1. [ ] No minimum age requirement.
2. [X] After reaching age 18 (not to exceed 21).
C. MINIMUM SERVICE FOR PARTICIPATION (PLAN SECTION 2.1.1(B))
Choose one:
1. [ ] No minimum service requirement.
2. [ ] After completing one YEAR OF ELIGIBILITY SERVICE.
3. [X] After completing 6 (not to exceed 6) MONTHS OF SERVICE.
III. COMPENSATION FOR INITIAL YEAR OF PARTICIPATION
For an Employee's first year of participation, Compensation shall be
recognized for purposes of allocation of Nonelective Contributions (other
than the required minimum top-heavy contribution) as of (choose one):
1. [X] the first day of the Plan Year.
2. [ ] the Entry Date next following the date the Participant became
eligible for the Plan.
IV. SAFE HARBOR PLAN ELECTION
A. SAFE HARBOR 401(K) PLAN
Choose one:
1. [X] Safe Harbor 40l(k) Plan is not elected.
2. [ ] Safe Harbor 401(k) Plan is elected.
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The sum of contributions under the Plan cannot exceed the permissible limits
under the Code.
A. The minimum will not be less than 1%. Percentages must be whole numbers.
The maximum percentage is 90%. If Section IV.A.2 is elected. 1% minimum
must be entered.
Federal and state income tax withholding and other deductions from employee
pay should be taken into account in determining the maximum percentage.
b. First blank space: Select whole integers between 1 and 100%, in increments
of 5.
Second blank space: If Section IV.A.2 and Section V.D.3 are elected, insert
a whole integer between 1 and 6%.
c. If Section IV.A.2 and Section V.D.3 are elected, any Discretionary Match
must meet the limitations of Plan Section E.5.2.
d. Insert 4, 5, or 6%. Do not complete if Section V.D.3 has been elected.
2. Complete only if safe harbor Matching Contributions are to be made under
Section V.B.1.d.
3. If no match or per payroll match (either safe harbor or non safe harbor) is
elected, select "c". If discretionary match under Section V.B.1.c, or year
end safe harbor match under Section V.B.1.d, select "a" or "b".
4. Not applicable to safe harbor match elected under Section V.B.1.d.
C. Must check one box.
2. If plan is going to be a Safe Harbor 401(k) Plan (IV.A.2 chosen) and safe
harbor Nonelective contribution in V.D.3 is elected, Section V.C.1 must be
elected as well. If Section V.D.3 is elected, the safe harbor Nonelective
Contribution provided for therein is not discretionary and must be
contributed in the amount provided in Section V.D.3
V. CONTRIBUTIONS (PLAN ARTICLE III AND APPENDIX E, IF APPLICABLE)
A. ELECTIVE DEFERRALS
The minimum percentage of Compensation a Participant may elect to
defer is 1% and the maximum percentage of Compensation a Participant
may elect to defer is 90%.
B. MATCHING CONTRIBUTIONS.
1. Amount of Contribution (choose one):
a. [ ] Matching Contributions will not be allowed under this
Plan.
b. [ ] The Matching Contribution equals __________% on the
first _______% of the Participant's Compensation which
is deferred as an Elective Deferral. Matching
Contributions shall be determined each payroll period.
c. [X] Discretionary Match: The Employer may, in its sole
discretion, contribute and allocate to each eligible
Participant's Account, a percentage of the Participant's
Elective Deferrals. Matching Contributions, if any,
shall be determined as of the end of the Plan Year.
d. [ ] ADP Test Safe Harbor Contribution: Matching Contribution
equals 100% on the first ______% of Participant's
Compensation which is deferred as an Elective Deferral.
2. FOR SAFE HARBOR PLANS ONLY. Select the following if Safe Harbor
40l(k) Plan is chosen and Matching Contribution under Section V.B.1.d
is elected. The safe harbor Matching Contribution will be made (choose
one):
a. [ ] at year end.
b. [ ] on a payroll-by-payroll basis.
3. Employees Eligible for Matching Contributions (choose one):
a. [X] Allocated to all Eligible Employees, whether or not
Eligible Employees on the last day of the Plan Year.
b. [ ] Allocated to all Eligible Employees, who are Non-Highly
Compensated Employees whether or not Eligible Employees
on the last day of the Plan Year.
c. [ ] Not applicable because no match or per payroll match has
been elected.
4. Maximum Annual Matching Contribution (optional):
[ ] The Matching Contribution will not exceed $______ a
year.
C. NONELECTIVE CONTRIBUTIONS
Choose one:
1. [X] Nonelective Contributions may be permitted at the discretion
of the Company.
2. [ ] Nonelective Contributions will not be allowed under this
Plan.
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3. Select whole integer (minimum of 3%). Do not complete if Section V.B.1.d.
has been elected.
E. Must check one box.
F. Complete Section F only if nonintegrated formula was chosen in Section D.
A. ADP Test Safe Harbor Contribution accounts are fully vested (as provided
for in the Prototype Plan base Plan document). This section does not apply
for matching contributions elected in Section V.B.1.d.
1. Must check one box.
CANNOT SELECT ITEM B.
If Item e is selected, vesting schedule must be at least as favorable as
Graded Vesting Schedule 1 for each Year of Vesting Service.
For amended and restated Plans that have elected Matching Contributions to
meet the ADP Test Safe Harbor (Section V.B.1.d): Select vesting schedule in
effect for any non safe harbor Matching Contributions that had previously
been provided.
f. For amended and restated Plans; Only select Item f if Plan never
provided for Matching Contributions. If Plan ever provided for
Matching Contributions, must select vesting (Illegible).
D. ALLOCATION FORMULA FOR NONELECTIVE CONTRIBUTIONS:
Method of Allocation (choose one):
1. [X] NON-INTEGRATED - The Employer's Nonelective Contributions for each
Plan Year will be divided among Participants' Accounts as elected
by the Employer under Section V.E.
2. [ ] Allocation under the SOCIAL SECURITY INTEGRATION (permitted
disparity) rules described in Section 3.1.6 of the Plan - Under
this option, a larger percentage of the Nonelective Contribution
is allocated to each Participant whose Compensation is in excess
of the Social Security Taxable Wage Base (that is, the "Excess
Compensation"). This option is not available to an Employer with
another integrated plan benefiting the same Participants.
3. [ ] Safe harbor Nonelective Contribution equal to ____% of
Participant's Compensation.
4. [ ] Not applicable because Non-elective Contributions are not elected
in V.C.
E. EMPLOYEES ELIGIBLE FOR NONELECTIVE CONTRIBUTIONS
Choose one:
1. [X] Allocated to all Eligible Employees, whether or not Eligible
Employees on the last day of the Plan Year.
2. [ ] Allocated to all Eligible Employees, who are Non-Highly
Compensated Employees whether or not Eligible Employees on the
last day of the Plan Year.
3. [ ] Not applicable because Nonelective Contributions are not elected
in V.C.
F. ALLOCATION METHOD FOR NONINTEGRATED NONELECTIVE CONTRIBUTIONS
Choose one:
1. [X] Participant Compensation to total Compensation of all
Participants.
2. [ ] Same dollar amount. Insert dollar amount. $__________________.
3. [ ] Same dollar amount for each uniform unit of service (not to exceed
one week), performed by the Employee during the Plan Year. Insert
dollar amount $______________ and unit of service ______________.
VI. VESTING (PLAN ARTICLE IV)
A. VESTING SCHEDULE
Each Participant whose Employment terminates for reasons other than
death. Disability, attainment of Normal Retirement Age or Early
Retirement (if elected in Section VII). is entitled to a
nonforfeitable right to his or her Employer Contribution Account based
on the following schedules:
I. MATCHING CONTRIBUTIONS
a. [ ] Immediate 100% nonforfeitability.
b. [ ] 100% nonforfeitability after 5 Years of Vesting Service.
c. [ ] 100% nonforfeitability after 3 Years of Vesting Service.
d. [X] Graded Vesting Schedule 1.
e. [ ] Graded Vesting Schedule 2. (See next page.)
f. [ ] Not applicable because Matching Contributions are not
and have never been provided for in Plan.
GRADED VESTING SCHEDULE 1
YEARS OF VESTING SERVICE NONFORFEITABLE PERCENTAGE
- ------------------------ -------------------------
Less than 2 0%
At least 2, but less than 3 20%
At least 3, but less than 4 40%
At least 4, but less than 5 60%
At least 5, but less than 6 80%
6 or more 100%
Page 4 of 9
If selected, Vesting Schedule 2 must satisfy the requirements of Code Section
411(a)(12)(at least as fast as Graded Vesting Schedule 1).
Percentage must be in whole numbers.
2. Must check one box from a-f. This section applies only to the vesting of
regular non safe harbor Nonelective Contributions.
For amended and restated Plans that have elected safe harbor Nonelective
Contributions: Select vesting schedule in effect for any non safe harbor
Nonelective Contributions that had previously been provided for.
f. For amended and restated Plans: Only select Item f if Plan never
provided for Nonelective Contributions. If Plan ever provided for
regular non safe harbor Nonelective Contributions, must select vesting
schedule.
Percentages must be in whole numbers.
B. For all Plans, select Years of Service to be credited under the Plan
as Vesting Service.
GRADED VESTING SCHEDULE 2
Years of Vesting Service Nonforfeitable Percentage
- ------------------------ -------------------------
Less than 1 _________________________
At least 1, but less than 2 _________________________
At least 2, but less than 3 _________________________
At least 3, but less than 4 _________________________ Not less than 20%
At least 4, but less than 5 _________________________ Not less than 40%
At least 5, but less than 6 _________________________ Not less than 60%
At least 6, but less than 7 _________________________ Not less than 80%
7 or more 100%
2. NON-ELECTIVE CONTRIBUTIONS
a. [ ] Immediate 100% nonforfeitability.
b. [ ] 100% nonforfeitability after 5 Years of Vesting Service.
c. [ ] 100% nonforfeitability after 3 Years of Vesting Service.
d. [X] Graded Vesting Schedule 1.
e. [ ] Graded Vesting Schedule 2.
f. [ ] Not applicable because Nonelective Contributions are not and have
never been provided for in Plan.
GRADED VESTING SCHEDULE 1
Years of Vesting Service Nonforfeitable Percentage
- ------------------------ -------------------------
Less than 2 0%
At least 2, but less than 3 20%
At least 3, but less than 4 40%
At least 4, but less than 5 60%
At least 5, but less than 6 80%
6 or more 100%
GRADED VESTING SCHEDULE 2
Years of Vesting Service Nonforfeitable Percentage
- ------------------------ -------------------------
Less than 1 _________________________
At least 1, but less than 2 _________________________
At least 2, but less than 3 _________________________
At least 3, but less than 4 _________________________ Not less than 20%
At least 4, but less than 5 _________________________ Not less than 40%
At least 5, but less than 6 _________________________ Not less than 60%
At least 6, but less than 7 _________________________ Not less than 80%
7 or more 100%
B. VESTING SERVICE
Choose one:
1. [X] All Years of Service are credited to determine a Participant's
Vesting Service.
2. [ ] All Years of Service are credited to determine a Participant's
Vesting Service except Years of Service before the Company
maintained this Plan or a predecessor plan.
3. [ ] Not applicable. 100% immediate vesting applies to BOTH Nonelective
and Matching Contributions.
Page 5 of 9
C. Select one option from Section V1 C for all Plans.
Select the existing Vesting Computation Period for amended and restated
Plans.
Select only the first or fourth options for ALL new Plans, unless instances
of prospective trust to trust transfers or plan mergers require otherwise
for administrative reasons.
VII. Must select A or B.
For an amended and restated Plan, if Disability definition from the Plan
prior to amendment and restatement does not appear in this Section VIII,
please specify the definition in "Other".
COMPLETE THE REMAINDER OF THIS SECTION IX ONLY IF THE ANSWER TO THIS
QUESTION IS "YES".
C. VESTING COMPUTATION PERIOD/METHOD OF CREDITING VESTING SERVICE
Choose one:
1. [X] Employment year. This is the 12 month period beginning on date of
hire. The method for crediting Vesting Service will be elapsed
time.
2. [ ] Plan Year. The method for crediting Vesting Service will be based
on Hours of Service with 190 Hours of Service credited for each
month in which an Hour of Service is credited.
3. [ ] Employment year. This is the 12 month period beginning on date of
hire. The method for crediting Vesting Service will be based on
Hours of Service with 190 Hours of Service credited for each month
in which an Hour of Service is credited.
4. [ ] Not applicable. 100% immediate vesting applies to BOTH Nonelective
and Matching Contributions.
VII. EARLY RETIREMENT
Upon attaining his or her Early Retirement Date, a Participant shall be
fully vested in his or her Employer Contribution Account.
A. [X] No Early Retirement Date.
B. [ ] To be eligible for Early Retirement, a Participant must have
reached age ____.
VIII. DISABILITY
Choose one of the following definitions:
A. [X] Becoming eligible for disability benefits under the Employer's
long term disability plan.
B. [ ] Becoming eligible for disability benefits under the Social
Security Act.
C. [ ] Inability to engage in any substantial gainful activity by reason
of any medically determined physical or mental impairment that can
be expected to result in death or which has lasted or can be
expected to last for a continuous period of not less than 12
months.
D. [ ] Total and permanent inability to meet the requirements of the
Participant's customary Employment which can be expected to last
for a period of not less than 12 months.
E. [ ] Other ____________________________________________________________
__________________________________________________________________
__________________________________________________________________
IX. ANNUAL ADDITION LIMITATION ELECTIONS (PLAN APPENDIX B)
Does the Company or any Affiliate maintain, or has the Company or any
Affiliate ever maintained, another qualified plan in which any Participant
in this Plan is (or was) a participant or could possibly become a
participant?
[ ] Yes
[X] No
Page 6 of 9
Determine whether Section A, B, or C applies to the Company. Choose only one.
B. Complete Section B only for Plans with an original Effective Date prior to
January 1, 2000. Must be completed for these Plans.
C. Complete Section C only for Plans with an original Effective Date prior to
January 1, 2000. Must be completed for these Plans.
A. MUST BE COMPLETED FOR ALL PLANS. SELECT 1 OR 2.
Complete the remainder of Section X if any of items A, B, or C under Section IX
were completed.
C. Select which plan will provide the minimum contribution.
A. If a Participant is or was a participant under another qualified defined
contribution plan, other than a Master or Prototype plan maintained by the
Company or an Affiliate, or if the Employer maintains a welfare benefit
fund as defined in Code Section 419(e) or an individual medical account as
defined in Code Section 415(1)(2) under which amounts are treated as Annual
Additions (choose one):
1. [ ] the provisions of Section B.3.2 through B.3.4 of the Plan apply as
if the other plan were a Master or Prototype Plan: or
2. [ ] the plans will limit Annual Additions to the maximum amount
permitted under Section B.3.1 of the Plan and will reduce any
Excess Amounts as follows (choose one):
a. [ ] by reducing contributions under this Plan.
b. [ ] by reducing contributions under the other plans (only
applicable if plans have not terminated).
B. If a Participant is or was a participant in a qualified defined benefit
plan maintained by the Company or an Affiliate, the limitations of Section
B.3.6 of the Plan will be met as follows (choose one):
1. [ ] by reducing contributions under this Plan.
2. [ ] by limiting accrued benefits under the qualified defined benefit
plan (only applicable if plan has not terminated).
C. If a Participant is or was also covered under another qualified defined
contribution plan, other than a Master or Prototype Plan, maintained by the
Company or an Affiliate, or if the Company or an Affiliate maintains a
welfare benefit fund as defined in Code Section 4l9(e) or an individual
medical account as defined in Code Section 415(1)(2) under which amounts
are treated as Annual Additions, and a Participant is or was a participant
in a qualified defined benefit plan maintained by the Company or an
Affiliate, the limitations in accordance with Appendix B will be met as
follows (choose one):
1. [ ] by reducing contributions under the other defined contribution
plan (only applicable if plan has not terminated).
2. [ ] by reducing contributions under this Plan.
3. [ ] by limiting accrued benefits under the defined benefit plan (only
applicable if plan has not terminated).
The methods described in IX(A), IX(B) and IX(C) must preclude Employer
discretion.
X. TOP-HEAVY ELECTIONS (PLAN APPENDIX C)
A. The minimum top-heavy contribution will be allocated to (choose one):
1. [X] all non-Key Employees employed by the Employer on the last day of
the Plan Year.
2. [ ] all Eligible Employees employed by the Employer during the Plan
Year.
B. If a Participant was a participant in any other plan previously maintained
by the Company or Affiliate, check this box [ ].
C. If a Participant also participates in another defined contribution plan,
the minimum contribution of 3% of Compensation is provided under (choose
one):
1. [ ] this Plan.
2. [ ] the other defined contribution plan.
D. If a Participant also participates in a qualified defined benefit plan, to
determine the top-heavy status of the aggregated plans, the interest rate
is ___%, the mortality table is ____________, and the requirements under
Code Section 416(c) are satisfied by providing (choose one):
1. [ ] a minimum contribution under this Plan in an amount equal to at
least 5% of Compensation.
2. [ ] a minimum accrued benefit under the qualified defined benefit
plan.
Page 7 of 9
E. If a Participant also participates to another defined contribution plan and
also participates in a qualified defined benefit plan, to determine the
top-heavy status of the aggregated plans, the interest rate is ___%. the
mortality table is _______________, and the requirements under Code
Section 416(c) are satisfied by providing (choose one):
1. [ ] a minimum contribution under the other defined contribution plan
in an amount equal to at least 5% of Compensation.
2. [ ] a minimum contribution under this Plan in an amount equal to at
least 5% of Compensation.
3. [ ] a minimum accrued benefit under the qualified defined benefit
plan.
XI. MISCELLANEOUS
A. INQUIRIES
If you have any questions about the legal and tax implications of adopting
the Plan, you should consult with your attorney. However, if you have any
questions about either the Prototype Plan or the Adoption Agreement, please
write to the sponsoring organization at the following address:
Automatic Data Processing Federal Credit Union
One ADP Boulevard
Roseland, New Jersey 07068
Attn: Prototype 40l(k) Coordinator
(973) 994-5000
B. NOTIFICATION
The Prototype Sponsor will notify you as an adopting Company of any
amendments made to the Plan, or the discontinuance or abandonment of the
Plan, unless services provided by a related company of ADP Federal Credit
Union are discontinued.
C. CAUTIONARY STATEMENT
It is important that you complete the Adoption Agreement with great care.
Failure to fill out the Adoption Agreement properly may result in
disqualification of the Plan.
Page 8 of 9
Generally, an Officer is an administrative executive of an employer who is in
regular and continued service.
This date must be no later than the last day of the Plan Year. It is the date
this Adoption Agreement is being executed.
D. RELIANCE ON OPINION LETTER
The adopting Company may rely on an opinion letter issued by the Internal
Revenue Service as evidence that the Plan is qualified under section 401 of
the Internal Revenue Code except to the extent provided in Rev. Proc.
2000-20, 2000-6 I.R.B 553 and Announcement 2001-77, 2001-30 I.R.B.
A Company who has ever maintained or who later adopts any plan (including a
welfare benefit fund, as defined in section 419(e) of the Code, which
provides post-retirement medical benefits allocated to separate accounts
for key employees, as defined in the Section 419A(d)(3) of the Code, or an
individual medical account, as defined in Section 415(1)(2) of the Code) in
addition to this Plan may not rely on the opinion letter issued by the
Internal Revenue Service with respect to the requirements of sections 415
and 416.
If the Company who adopts or maintains multiple plans wishes to obtain
reliance with respect to the requirements of sections 415 and 416,
application for a determination letter must be made to Employee Plans
Determinations of the Internal Revenue Service.
The Company may not rely on the opinion letter in certain other
circumstances, which are specified in the opinion letter issued with
respect to the Prototype Plan or in Revenue Procedure 2000-20 and
Announcement 2001-77.
This Adoption Agreement may be used only in conjunction with Basic Plan
Document No. 03.
VERONICA R. COLBURN
VP & CFO
Name and Title of Authorizing Officer (Please Print)
Signature: /s/ Veronica R. Colburn
--------------------------
Date Signed: 8-8-02
I hereby certify that the following entities by appropriate corporate or
analogous acts, have elected to become Participating Affiliates (as defined
within Section 1.1.52 of the basic Plan document) in the Plan and the Company
has consented thereto in writing.
Participating Affiliate(s):
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
Page 9 of 9
ADP PARTICIPANT TRANSACTION FEE AUTHORIZATION
ADP Plan Number: 321680
Name of Plan: Westsound Bank 401(k) Plan
Plan Sponsor Name: Westsound Bank
Plan Sponsor Address: 190 Pacific Ave
Bremerton, WA 98337
ADP, Inc., ("ADP"), the recordkeeper and administrative service provider for the
Plan, pursuant to the Administrative Services Agreement entered into between ADP
and the plan sponsor (the "Service Agreement"), charges fees for processing the
following participant transactions: in-service withdrawals, loans and
distributions upon termination of participation in the Plan. As or on behalf of
the plan administrator and the plan sponsor, I acknowledge that ADP has
disclosed the current amount of the fees for the foregoing transactions. ADP is
hereby directed to charge the amount of the fee previously disclosed directly to
the account of each participant engaging in the above-described transactions,
and that such fees shall be liquidated pro-rata from the investment funds in
which the participant's account is invested at the time that the transaction is
processed. I further direct that if the amount of such fee shall change in the
future, this authorization shall remain in effect (provided that ADP has
provided notice of any such fee change as is required under the Service
Agreement) unless prior to the effective date of such fee change, the plan
sponsor or plan administrator of the Plan has notified ADP that it may no longer
charge such fees directly to participants' accounts and that the plan sponsor
shall be invoiced for such fees.
PLAN ADMINISTRATOR
Approved by: /s/ Veronica R. Colburn
-----------------------
Name: Veronica R. Colburn
ADDENDUM TO THE
AUTOMATIC DATA PROCESSING PROTOTYPE 401(K)
AND PROFIT SHARING PLAN
The Prototype Sponsor hereby adopts this amendment to the Automatic Data
Processing Prototype 401(k) and Profit Sharing Plan (the "Prototype Plan") on
behalf of all adopting Employers, in accordance with Internal Revenue Service
Notice 2005-5 and Section 9.1.1 of the Prototype Plan. This amendment is
intended as a "good faith" amendment and shall supersede the provisions of the
Prototype Plan to the extent those provisions are inconsistent with the
provisions of this amendment. This amendment is effective as of March 28, 2005;
provided, however, that, for any plan that is first amended and restated into
the form of this Prototype Plan after March 28, 2005, this amendment shall be
effective as of the date of such amendment and restatement.
The Prototype Plan is hereby amended as follows:
"Notwithstanding anything in this Plan to the contrary, in the event of a
mandatory distribution in accordance with the provisions of Section 5.2.1
that is greater than $1,000, if the Participant does not elect to have such
distribution paid directly to an eligible retirement plan specified by the
Participant in a Direct Rollover or to receive the distribution directly in
accordance with Section 5.2.1, then the Administrative Committee will pay
the distribution in a Direct Rollover to an individual retirement plan
designated by the Administrative Committee.
If the Administrative Committee satisfies the safe harbor requirements of
ERISA Regulation ss.404a-2 with respect to an amount less than or equal to
$1,000 (including the designation of an individual retirement plan willing
to accept rollovers of mandatory distributions of such lower amounts), the
Administrative Committee may adopt administrative procedures applicable to
all Participants under which the $1,000 threshold set forth in the
preceding paragraph is set at an amount below $1,000."