Exhibit 10.16
Amendments to the Restated Trust Agreement for Brenton Banks, Inc.
Retirement Plan, effective January 1, 1987, January 1, 1993 and
January 1, 1994.
80
First Amendment to Restated Trust Agreement
Brenton Banks, Inc. Employees' Retirement Plan
This Agreement, made by and between Brenton Banks, Inc., a corporation
organized under and existing by virtue of the laws of the State of Iowa
(hereinafter referred to as "Company") and Brenton National Bank, N.A.
(hereinafter referred to as "Trustee").
Whereas, the Company and the Trustee originally entered into a Trust
Agreement effective for the Plan Year ended December 31, 1986; and
Whereas, such Trust Agreement was adopted and maintained for the purpose of
providing retirement benefits to participating employees of the Company; and
Whereas, such Trust Agreement was amended and restated on June 24, 1991,
effective January 1, 1987; and
Whereas, the parties hereto now desire to amend such Trust Agreement in
certain respects, such amendment to be effective January 1, 1987, except
where a later date is specifically provided.
Now, therefore, in consideration of the mutual undertakings herein contained,
it is agreed as follows:
1. That the Plan is hereby amended by adding the following new Section 2.07:
If the Employer maintains the plan of a predecessor Employer, the Plan treats
service of the Employee with the predecessor Employer as service with the
Employer. Furthermore, the Employer is in the process of acquiring Ames
Savings Bank, FSB. In this respect the Plan shall take into account all
service of all Employees with that predecessor employer for purposes of
participation and vesting, effective January 1, 1993.
2. That the Plan is hereby amended by replacing Article V, as it is presently
constituted, with the following new Article V:
81
Article V
Employer Contributions and Forfeitures
Part I. Amount of Employer Contributions and Plan Allocations: Sections 5.01
- 5.05
Section 5.01. Contribution Formula.
(A) Contribution Formula.
For each Plan Year, the Employer will contribute to the Trust the following
amounts:
Salary Reduction Contributions. The amount by which the Participants have
elected to reduce their Compensation for the Plan Year under their salary
reduction agreements on file with the Advisory Committee.
Employer Matching Contributions. An amount equal to the lesser of the Salary
Reduction Contribution for each Participant, or two percent (2%) of the
Participant's Compensation for the Plan Year in question. The Employer also
may contribute an additional amount, equal to a percentage the Employer from
time to time may deem advisable of each Participant's Compensation. The
Employer will determine the amount of its matching contributions by
disregarding Participants not entitled to an allocation of Employer matching
contributions.
Qualified Nonelective Contributions. The amount the Employer, in its sole
discretion, designates as qualified nonelective contributions.
Employer Nonelective Contributions. In addition to any and all amounts
contributed pursuant to the above, the Employer shall contribute an amount
equal to the greater of (a) or (b) below:
(a) An amount equal to four percent (4%) of the Compensation of all Plan
Participants for such year exclusive of Compensation paid to Plan
Participants ineligible to share in the allocation of the contribution by
virtue of subparagraphs (B) and (C) of Section 5.05 below; or
(b) The amount authorized as a contribution by resolution of the Board of
Directors of the Employer.
82
(B) Termination of Employer Interest in Fund.
Upon the transfer by such Employer of any money or assets under this Plan to
the Trustee, all interest of such Employer therein shall cease and terminate,
and no part of the Fund or income therefrom shall be used for or diverted to
purposes other than for the exclusive benefit of participants and their
beneficiaries as herein provided; provided, however, that if the initial
written determination of the Commissioner of Internal Revenue (or his
delegate) is that the Trust does not qualify under Sections 401(a) and 501(a)
of the Internal Revenue Code of 1986, as amended, then any employer
contributions made prior to such initial determination shall be refunded to
the Employer within one year after disqualification of the Trust.
The Trustee, upon written request from the Employer shall, however, return to
the Employer the amount of the Employer's contribution made by the Employer
by mistake of fact or the amount of the contribution disallowed as a
deduction under Code Section 404; provided no such return to the Employer
shall occur more than one year after:
(a) The Employer made the contribution by mistake of fact;
(b) The disallowance of the contribution as a deduction, and then, only to
the extent of the disallowance.
Section 5.02. Time of Payment of Contribution.
The Employer may pay its contribution for each Plan Year in one or more
installments without interest. The Employer must make its contribution to
the Trustee within the time prescribed by the Code or applicable federal
regulations. Subject to the consent of the Trustee, the Employer may make
its contribution in property rather than cash, provided the contribution of
property is not a prohibited transaction under the Code or under ERISA.
Salary Reduction Contributions are Employer contributions for all purposes
under this Plan, except to the extent the Code or Treasury regulations
prohibit the use of these contributions to satisfy the qualification
requirements of the Code.
83
Section 5.03. Contribution allocation.
(A) Method of Allocation.
To make allocations under the Plan, the Advisory Committee must establish a
Salary Reduction Contributions Account, Matching Contributions Account,
Qualified Nonelective Contributions Account and an Employer Contributions
Account for each Participant.
Salary Reduction Contributions. The Advisory Committee will allocate to each
Participant's Salary Reduction Contributions Account the deferral
contributions the employer makes to the Trust on behalf of the Participant.
The Advisory Committee will make this allocation as of the last day of the
sixth month of each plan year and the last day of each Plan Year.
Matching Contributions. The Advisory Committee will allocate matching
contributions as of the last day of the sixth month of each plan year and the
last day of each Plan Year. The Advisory Committee will allocate the
matching contributions to the Matching Contributions Account of the
Participant on whose behalf the Employer makes that contribution.
Qualified Nonelective Contributions. If the Employer, at the time of
contribution, designates a contribution to be a qualified nonelective
contribution for the Plan Year, the Advisory Committee will allocate that
qualified nonelective contribution to the Qualified Nonelective Contributions
Account of each Participant eligible for an allocation of qualified
nonelective contributions. The Advisory Committee will make the allocation
to each eligible Participant's Account in the same ratio that the
Participant's Compensation for the Plan Year bears to the total Compensation
of all eligible Participants for the Plan Year. For purposes of allocating
the qualified nonelective contributions, the term "eligible Participant"
means a Participant who is a Nonhighly Compensated Employee and who satisfies
the conditions of section 5.05.
Employer Nonelective Contributions. Subject to any restoration allocation
required under Section 7.04, the Advisory Committee will allocate and credit
each annual Employer Nonelective Contribution (and Participant forfeitures,
if any) to the Employer Contributions
84
Account of each participant who satisfies the conditions of Section 5.05, in
accordance with this paragraph.
First, the Advisory Committee will make simultaneous allocations of Employer
contributions (and Participant forfeitures) in accordance with this
paragraph. The simultaneous allocations must result in an equal allocation
percentage, not exceeding 5.7%, of each Participant's Compensation and of
each Participant's Excess Compensation. The allocation based on a
Participant's Compensation is in the same ratio that the Participant's
Compensation for the Plan Year bears to the total Compensation of all
Participants for the Plan Year. The allocation based on a Participant's
Excess Compensation is in the same ratio that the Participant's Excess
Compensation for the Plan Year bears to the total Excess Compensation of all
Participants for the Plan Year. "Excess Compensation" means Compensation in
excess of the taxable wage base, as determined under Section 230 of the
Social Security Act, in effect on the first day of the Plan Year.
The Advisory Committee then will allocate any remaining Employer
contributions (and Participant forfeitures) in the same ration that each
Participant's Compensation for the Plan Year bears to the total Compensation
of all Participants for the Plan Year.
Section 5.04. Forfeiture Allocation.
The amount of a Participant's Accrued Benefit forfeited under the Plan is a
Participant forfeiture. Subject to any restoration allocation required under
Sections 7.04 or 9.12, the Advisory committee will allocate the amount of a
Participant forfeiture in accordance with Section 5.03 as an Employer
nonelective contribution for the Plan Year in which the forfeiture occurs, as
if the Participant forfeiture were and Employer Nonelective Contribution for
that Plan Year. The Advisory Committee will continue to hold the
undistributed, non-vested portion of a terminated Participant's Accrued
Benefit in his Account solely for his benefit until a forfeiture occurs at
the time specified in Section 7.07, or, if applicable, until the time
specified in Section 9.12. Except as provided under Section 7.04, a
Participant will not share in the allocation of a forfeiture of any portion
of his Accrued Benefit.
85
Special rule for Matching Contributions. To the extent any portion of the
Participant's forfeiture is attributable to Matching Contributions, in lieu
of the first paragraph of this Section 5.04, the Advisory Committee will
allocate that portion to reduce Employer Matching Contributions for the Plan
Year in which the forfeiture occurs and, if necessary, to reduce Employer
Matching Contributions in subsequent Plan Years.
Forfeiture of certain Matching Contributions. A Participant will forfeit any
Matching Contributions allocated with respect to excess deferrals or excess
contributions as determined under Part III of this Article V. The Advisory
Committee will allocate these forfeited amounts in accordance with this
Section 5.04.
Section 5.05. Accrual of Benefit.
The Advisory Committee will determine the accrual of benefit (Employer
contributions and Participant forfeiture) on the basis of the Plan Year.
(A) Compensation Taken Into Account.
In allocating an Employer Nonelective Contribution or Qualified Nonelective
Contribution to a Participant's Account, the Advisory Committee, except for
purposes of determining the top heavy minimum contribution under Article VII,
will take into account only the Compensation determined for the portion of
the Plan Year in which the Employee actually is a Participant.
(B) Hours of Service Requirement.
Subject to the top heavy minimum allocation requirement of Article XII, the
Advisory Committee will not allocate any portion of an Employer contribution
for a Plan Year to any Participant's Account if the Participant does not
complete a minimum of 1,000 Hours of Service during the Plan Year, unless the
Participant terminates employment during the Plan Year because of death or
disability or because of the attainment of Normal Retirement Age in the
current Plan Year or in a prior Plan Year. This Hours of Service requirement
does not apply to an allocation of Salary Reduction Contributions or Matching
Contributions.
86
(C) Employment Requirement.
A Participant who, during a particular Plan Year, completes the Hours of
Service requirement under Section 5.05(B) will not share in the allocation of
Employer contributions and Participant forfeitures, if any, for that Plan
Year unless he is employed by the Employer on the last day of that Plan Year.
This employment requirement does not apply if the Participant terminates
employment during the Plan Year because of death or disability or because of
the attainment of Normal Retirement Age in the current Plan Year or in a
prior Plan Year. This employment requirement will not apply to allocations
of Salary Reduction Contributions or Matching Contributions.
(D) Special allocation requirements for Qualified Nonelective Contributions.
A Participant may receive an allocation of Qualified Nonelective
Contributions only if the Participant is not a Highly Compensated Employee
(or a family member aggregated with a Highly Compensated Employee).
Part II. Limitations on Allocations: Sections 5.06 - 5.07.
Section 5.06. Limitation on Allocation to Participant's Accounts.
The amount of Annual Additions which the Advisory Committee may allocate
under this Plan on a Participant's behalf for a Limitation Year shall not
exceed the Maximum Permissible Amount. Prior to the determination of the
Participant's actual Compensation for a Limitation Year, the Advisory
Committee may determine the Maximum Permissible Amount on the basis of the
Participant's estimated annual Compensation for such Limitation Year. The
Advisory Committee shall make this determination on a uniform and reasonable
basis for all Participants similarly situated. The Advisory Committee shall
reduce any Employer Contributions (including any allocation of forfeitures)
based on estimated annual Compensation by any Excess Amount carried over from
prior Limitation Years. As soon as is administratively feasible after the
end of the Limitation Year, the Advisory Committee shall determine the
Maximum Permissible Amount for the Limitation Year on the basis of the
Participant's actual compensation for the Limitation Year.
87
Disposition of Excess Amount
If the Advisory Committee allocated an Excess Amount to a Participant's
Account for a Limitation Year, the Advisory Committee shall dispose of the
Excess Amount as follows:
(a) If the Plan covers the Participant at the end of the Limitation year,
then the Advisory Committee shall use the Excess Amount(s) to reduce future
Employer contributions under the Plan for the next Limitation Year and for
each succeeding Limitation Year, as is necessary, for the Participant.
(b) If the Plan does not cover the Participant at the end of the Limitation
Year, then the Advisory Committee shall hold the Excess Amount unallocated in
a suspense account. The Advisory Committee shall apply the suspense account
to reduce Employer Contributions for all remaining Participants in the next
Limitation Year, and in each succeeding Limitation year if necessary.
(c) The Advisory Committee shall not distribute an Excess Amount(s) to
Participants or to former Participants.
Section 5.06. Definitions - Article V.
For purposes of Article V, the following terms shall mean:
(a) "Annual Addition" - The sum of the following amounts allocated on behalf
of a Participant for a Limitation year, of (i) all Employer Contributions;
(ii) all forfeitures; and (iii) all Employee contributions. Except to the
extent provided in Treasury Regulations, Annual Additional include excess
contributions described in Code Section 401(k); excess aggregate
contributions described in Code Section 401(m); and excess deferrals
described in Code Section 402(g), irrespective of whether the Plan
distributes or forfeits such excess amounts. For the purposes of this
Article V, Annual Additions also shall include Excess Amounts re-applied to
reduce Employer contributions under Section 5.04. Annual Additions also
include amounts allocated to an individual medical account (as defined in
Code Section 415(1)(2) included as part of a defined benefit plan maintained
by the Employer. Furthermore, the Annual Additions include contributions
paid or accrued after December 31, 1985,
88
for taxable years ending after December 31, 1985, attributable to post-
retirement medical benefits allocated to the separate account of a key
employee (as defined in Code Section 419A(d)(3) under a welfare benefit fund
(Code Section 419(e)) maintained by the Employer, but only for purposes of
the dollar limitation applicable to the Maximum Permissible Amount.
(b) "Compensation" - For purposes of applying the limitations of this
Article V, "Compensation" means Compensation as defined in Section 2.01(7),
disregarding elective contributions and any exclusions from Compensation,
other than the exclusions described in Paragraphs (1), (2), (3) and (4) of
Section 2.01(7).
(c) "Maximum Permissible Amount" - For a Limitation Year, the Maximum
Permissible Amount with respect to any Participant shall be the lesser of (i)
$30,000 (or, if greater, one-fourth of the defined benefit dollar limitation
under Code Section 415(b)(1)(A)), or (ii) twenty-five percent (25%) of the
Participant's Compensation for the Limitation Year. If there is a short
Limitation Year because of a change in Limitation Year, the Advisory
Committee will multiply the $30,000 limitation by the following fraction:
Number of months in the short Limitation Year
_____________________________________________
12
(d) "Employer" - In the case of a group of employers which constitutes a
controlled group of corporations (as defined in Code Section 414(b) as
modified by Code Section 415(h)), which constitutes trades or businesses
(whether or not incorporated) which are under common control (as defined in
Code Section 414(c), as modified by Code Section 415(h)) or which constitutes
an affiliated service group as defined by Code Section 414(m), all such
employers shall be considered a single employer for purposes of applying the
limitations of this Article V.
(e) "Excess Amount" - The excess of the Participant's Annual Additions
credited to the Participant's Account for the Limitation Year over the
Maximum Permissible Amount.
(f) "Limitation Year" - The Plan Year. If the Employer amends the
Limitation Year to a different 12 consecutive month period, the new
Limitation Year must begin on a date within the Limitation Year for which the
89
Employer makes the amendment, creating a short Limitation Year.
(g) "Defined contribution plan" - A retirement plan which provides for an
individual account for each participant and for benefits based solely on the
amount contributed to the participant's account, and any income, expenses,
gains and losses, and any forfeitures of accounts of other participants which
the Advisory Committee may allocate to such participant's account. The
Advisory Committee shall treat as a defined contribution plan an individual
medical account (as defined in Code Section 415(1)(1)) included as part of a
defined benefit plan maintained by the Employer and, for taxable years ending
after December 31, 1985, a welfare benefit fund under Code Section 419(e)
maintained by the Employer to the extent there are post-retirement medical
benefits allocated to the separate account of a key employee (as defined in
Code Section 419A(d)(3)). The Advisory Committee shall treat all defined
contribution plans (whether or not terminated) maintained by the Employer as
a single plan.
Part III. Provisions Relating to the Code Section 401(k)
Arrangement: Sections 5.08 - 5.13
Section 5.08. 401(k) Arrangement.
The Employer makes the Salary Reduction Contributions described in Section
5.01 pursuant to a 401(k) arrangement. An Employee who is eligible to
participate in the 401(k) arrangement may file a Salary Reduction Agreement
with the Advisory Committee. The Salary Reduction Agreement may not be
effective earlier than the following date which occurs last: (i) the
Employee's Plan Entry Date (or, in the case of a reemployed Employee, his
reparticipation date under Article IV; (ii) the execution date of the
Employee's Salary Reduction Agreement; or (iii) the effective date of the
Code Section 401(k) arrangement. A Salary Reduction Agreement must specify
the amount of Compensation or percentage of Compensation the Employee wishes
to defer. The Salary Reduction Agreement will apply only to Compensation
which becomes currently available to the Employee after the effective date of
the Salary Reduction Agreement. The Employer will apply a reduction election
to all Compensation (and to increases in such Compensation).
90
An Employee's Salary Reduction Contributions for the Plan Year, subject to
the elective deferral limitation of Section 5.10, may not be less than 1% nor
greater than 9% of his Compensation for the entire Plan Year, provided,
however, effective July 1, 1992, a Nonhighly Compensated Employee's Salary
Reduction Contribution may not exceed 15% of Compensation. An Employee may
modify his Salary Reduction Agreement, either to reduce or to increase the
amount of deferral contributions, as of any Plan Entry Date. The Employee
will make this modification by filing a new Salary Reduction Agreement with
the Advisory Committee. An Employee may revoke a Salary Reduction Agreement
as of any Plan Entry Date. An Employee who revokes his salary reduction
agreement may file a new Salary Reduction Agreement effective as of any Plan
Entry Date.
Section 5.09. Definitions Relating to Code Section 401(k) Arrangement.
(a) "Highly Compensated Employee: means an Eligible Employee who satisfies
the definition in Section 2.01 of the Plan. Family members aggregated as a
single Employee under Section 2.01 constitute a single Highly Compensated
Employee, whether a particular family member is a Highly Compensated Employee
or a Nonhighly Compensated Employee without the application of family
aggregation.
(b) "Nonhighly Compensated employee" means an Eligible employee who is not a
Highly Compensated Employee and who is not a family member treated as a
Highly Compensated Employee.
(c) "Eligible Employee" means, for purposes of the ADP test described in
Section 5.11, an Employee who is eligible to participate in the Code Section
401(k) arrangement, irrespective of whether the Employer actually makes
deferral contributions on behalf of the Employee. For purposes of the ADP
test described in Section 5.12, and "Eligible Employee" means a Participant
who is eligible to receive an allocation of Employer Matching Contributions
(or would be eligible if he made the type of contributions necessary to
receive an allocation of matching contributions) and a Participant who is
eligible to make employee contributions, irrespective of whether he actually
makes employee contributions.
91
(d) "Highly Compensated Group" means the group of Eligible Employees who are
Highly Compensated Employees for the Plan Year.
(e) "Nonhighly Compensated Group" means the group of Eligible Employees who
are Nonhighly Compensated Employees for the Plan Year.
(f) "Compensation" means, except as specifically provided under this Article
V, Compensation as defined for nondiscrimination purposes in Section 2.01 of
the Plan. For Plan Years beginning prior to the later of January 1, 1992, or
60 days after the Treasury issues final regulations under Code Sections
401(k) and 401(m), the Plan may limit Compensation taken into account to
Compensation received only for the portion of the Plan Year in which the
Employee was an Eligible Employee and only for the portion of the Plan Year
in which the Plan or the Code Section 401(k) arrangement was in effect. For
subsequent Plan Years, Compensation must include Compensation for the entire
Plan Year, irrespective of whether the Plan or the Code Section 401(k)
arrangements was in effect for the entire Plan Year or whether the Employee
begins, resumes or ceases to be an Eligible Employee during the Plan Year.
(g) "Salary Reduction Contributions" means the sum of the Salary Reduction
Contributions the Employer contributes to the Trust on behalf of an Eligible
Employee, pursuant to Section 5.01.
(h) "Elective Deferrals" are the Salary Reduction Contributions the Employer
contributes to the Trust at the election of an Eligible employee. If the
Code Section 401(k) arrangement includes a cash or deferred feature, any
portion of a cash or deferred contribution contributed to the Trust because
of the Employee's failure to make a cash election is an elective deferral,
but any portion of a cash or deferred contribution over which the Employee
does not have a cash election is not an elective deferral. Elective
deferrals do not include amounts which have become currently available to the
Employee prior to the election nor amounts designated as nondeductible
employee contributions at the time of deferral or contribution.
(i) "Matching contributions" are contributions made by the Employer on
account of elective deferrals under a Code Section 401(k) arrangement.
Matching contributions
92
also include Participant forfeitures allocated on account of such elective
deferrals.
(j) "Nonelective contributions" are contributions made by the Employer which
are not subject to a deferral election by an Employee and which are not
matching contributions.
(k) "Qualified matching contributions" are matching contributions which are
100% Nonforfeitable at all times and which are subject to the distribution
restrictions described in paragraph (m). Matching contributions are not 100%
Nonforfeitable at all times if the Employee has a 100% Nonforfeitable
interest because of his Years of Service taken into account under a vesting
schedule.
(l) "Qualified nonelective contributions" are nonelective contributions which
are 100% Nonforfeitable at all times and which are subject to the
distribution restrictions described in paragraph m. Nonelective
contributions are not 100% Nonforfeitable at all times if the Employee has a
100% Nonforfeitable interest because of his Years of Service taken into
account under a vesting schedule. Any nonelective contributions allocated to
a Participant's Qualified Nonelective Contributions Account under the Plan
automatically satisfy the definition of qualified nonelective contributions.
(m) "Distribution restrictions" means the Employee may not receive a
distribution of the specified contributions (nor earnings on those
contributions) except in the event of (1) the Participant's death,
disability, termination of employment, attainment of age 59 1/2, (2)
financial hardship satisfying the requirements of Code Section 401(k) and the
applicable Treasure regulations, (3) plan termination, without establishment
of a successor defined contribution plan (other than an ESOP), (4) a sale of
substantially all of the assets (within the meaning of Code Section 409(d)
(2) used in a trade or business, but only to an employee who continues
employment with the corporation acquiring those assets, or (5) a sale by a
corporation of its interest in a subsidiary (within the meaning of Code
Section 409(d) (3)), but only to an employee who continues employment with
the subsidiary. For Plan Years beginning after December 31, 1988, s
distribution on account of financial hardship, as described in clause (2),
may not include earnings on elective deferrals.
93
credited as of a date later than December 31, 1988, and may not include
qualified contributions, irrespective of when credited. A distribution
described in clauses (3), (4) or (5), if made after March 31, 1988, must be
a lump sum distribution, as required under Code Section 401(k) (10).
(n) "Employee contributions" are contributions made by a Participant on an
after-tax basis, whether voluntary or mandatory, and designated, at the time
of contribution, as an employee (or nondeductible) contribution. Elective
deferrals and deferral contributions are not employee contributions.
Participant nondeductible contributions, made pursuant to Section 6.01 of the
Plan, are employee contributions.
Section 5.10. Annual Elective Deferral Limitation.
(A) Annual Elective Deferral Limitation.
An Employee's elective deferrals for a calendar year beginning after December
31, 1986, may not exceed the 402(g) limitation. The 401(g) limitation is the
greater of $7,000 or the adjusted amount determined by the Secretary of the
treasury. If the Employer determines the Employee's elective deferrals to
the Plan for a calendar year would exceed the 403(g) limitation, the Employer
will not make any additional elective deferrals with respect to that Employee
for the remainder of that calendar year, paying in cash to the Employee any
amounts which would result in the Employee's elective deferrals for the
calendar year exceeding the 402(g) limitations. If the Advisory Committee
determines an Employee's elective deferrals already contributed to the Plan
for a calendar year exceed the 402(g) limitation, the Advisory Committee will
distribute the amount in excess of the 402(g) limitation (the "excess
deferral"), as adjusted for allocable income, no later than April 15 of the
following calendar year. If the Advisory Committee distributes the excess
deferral by the appropriate April 15, it may make the distribution
irrespective of any other provision under this Plan or under the Code. The
Advisory Committee will reduce the amount of excess deferrals for a calendar
year distributable to the Employee by the amount of excess contributions (as
determined in Section 5.11), if any, previously distributed to the Employee
for the Plan Year beginning in that calendar year.
94
If an Employee participates in another plan under which he makes elective
deferrals pursuant to a Code Section 401(k) arrangement, elective deferrals
under a Simplified Employee Pension, or salary reduction contributions to a
tax-sheltered annuity, irrespective of whether the Employer maintains the
other plan, he may provide the Advisory Committee a written claim for excess
deferrals made for a calendar year. The Employee must submit the claim no
later than the March 1 following the close of the particular calendar year
and the claim must specify the amount of the Employee's elective deferrals
under this Plan which are excess deferrals. If the Advisory Committee
receives a timely claim, it will distribute the excess deferral (as adjusted
for allocable income) the Employee has assigned to this Plan, in accordance
with the distribution procedure described in the immediately preceding
paragraph.
(B) Allocable Income
For purposes of making a distribution of excess deferrals, allocable income
means net income or net loss allocable to the excess deferrals for the
calendar year in which the Employee made the excess deferral and for the "gap
period" measured from the beginning of the next calendar year to the date of
the distribution. If the distribution of the excess deferral occurs during
the calendar year in which the Employee made the excess deferral, the
Advisory Committee will treat as a "gap period" the period from the first day
of that calendar year to the date of the distribution. The Advisory
Committee will determine allocable income in the same manner as described in
Section 5.11 for excess contributions, except the numerator of the allocation
fraction will be the amount of the Employee's excess deferrals and the
denominator of the allocation fraction will be the Employee's Accrued Benefit
attributable to his elective deferrals.
Section 5.11. Actual Deferral Percentage ("ADP") Test.
For each Plan year, the Advisor Committee must determine whether the Plan's
Code Section 401(k) arrangement satisfies either of the following ADP tests:
(i) The average ADP for the Highly Compensated Group does not exceed 1.25
times the average ADP of the Nonhighly Compensated Group; or
95
(ii) The average ADP for the Highly Compensated Group does not exceed the
average ADP for the Nonhighly Compensated Group by more than two percentage
points (or the lesser percentage permitted by the multiple use limitation in
Section 5.13) and the average ADP for the Highly Compensated Group is not
more than twice the average ADP for the Nonhighly Compensated Group.
(A) Calculation of ADP.
The average ADP for a group is the average of the separate ADPs calculated
for each Eligible Employee who is a member of that group. An Eligible
Employee's ADP for a Plan Year is the ratio of the Eligible Employee's Salary
Reduction Contributions for the Plan Year to the Employee's Compensation for
the Plan Year. For aggregated family members treated as a single Highly
Compensated Employee, the ADP of the family unit is the ADP determined by
combining the Salary Reduction Contributions and Compensation of all
aggregated family members. A Nonhighly Compensated Employee's ADP does not
included elective deferrals made to this Plan or to any other Plan maintained
by the Employer, to the extent such elective deferrals exceed the 402(g)
limitation described in Section 5.01.
The Advisory Committee may determine (in a manner consistent with Treasury
regulations) the ADPs of the Eligible Employees by taking into account
qualified nonelective contributions or maintained by the Employer. The
Advisory Committee may not include qualified nonelective contributions in the
ADP test unless the allocation of nonelective contributions is
nondiscriminatory when the Advisory Committee takes into account all
nonelective contributions (including the qualified nonelective contributions)
and also when the Advisory Committee takes into account the nonelective
contributions not used in either the ADP test described in this Section 5.11
or the ACP test described in Section 5.12. For Plan years beginning after
December 31, 1989, the Advisory Committee may not include in the ADP test any
qualified nonelective contributions or qualified matching contributions under
another qualified plan unless that plan has the same plan year as this Plan.
The Advisory Committee must maintain records to demonstrate compliance with
the ADP test, including the extent to which the Plan used qualified
nonelective
96
contributions or qualified matching contributions to satisfy the test.
(B) Special Aggregation Rule for Highly Compensated Employees.
To determine the ADP of any Highly Compensated Employee, the deferral
contributions taken into account must include any elective deferrals made by
the Highly Compensated Employee under any other Code Section 401(k)
arrangement maintained by the Employer, unless the elective deferrals are to
an ESOP. If the plans containing the Code Section 401(k) arrangements have
different plan year, the Advisory Committee will determine the combined
deferral contributions on the basis of the plan years ending in the same
calendar year.
(C) Aggregation of Certain Section 401(k) Arrangements.
If the Employer treats two plans as a unit for coverage of nondiscrimination
purposes, the Employer must combine the Code Section 401(k) arrangements
under such plans to determine whether either plan satisfies the ADP test.
This aggregation rule applies to the ADP determination for all Eligible
Employees, irrespective of whether an Eligible Employee is a Highly
Compensated Employee or a Nonhighly Compensated Employee. The Advisory
Committee also may elect to aggregate the Code Section 401(k) arrangements
under plans which the Employer does not treat as a unit for coverage or
nondiscrimination purposes. For plan Years beginning after December 31,
1989, an aggregation of Code Section 401(k) arrangements under this paragraph
does not apply to plans which have different play years and, for Plan Years
beginning after December 31, 1988, the Advisory Committee may not aggregate
an ESOP (of the ESOP portion of a plan) with a non-ESOP plan (or non-ESOP
portion of a plan).
(D) Characterization of Excess Contributions.
If, pursuant to this Section 5.11, the Advisory Committee has elected to
include qualified matching contributions in the average ADP, the Advisory
Committee will treat excess contributions as attributable proportionately to
deferral contributions and to qualified matching contributions allocated on
the basis of those deferral contributions. If the total amount of a Highly
Compensated Employee's excess contributions for the Plan Year exceeds his
deferral contributions or
97
qualified matching contributions for the Plan Year, the Advisory Committee
will treat the remaining portion of his excess contributions as attributable
to qualified nonelective contributions. The Advisory Committee will reduce
the amount of excess contributions for a Plan Year distributable to a Highly
Compensated Employee by the amount of excess deferrals (as defined in Section
5.09), if any, previously distributed to that Employee for the Employee's
taxable year ending in that Plan Year.
(E) Distribution of Excess Contributions.
If the Advisory Committee determines the Plan fails to satisfy the ADP test
for a Plan Year, it must distribute the excess contributions, as adjusted for
allocable income, during the next Plan Year. However, the Employer will
incur an excise tax equal to 10% of the amount of excess contributions for a
Plan Year not distributed to the appropriate Highly Compensated Employees
during the first 2 1/2 months of that next Plan Year. The excess
contributions are the amount of deferral contributions made by the Highly
Compensated Employees which causes the Plan to fail to satisfy the ADP test.
The Advisory Committee will distribute to each Highly Compensated Employee
his respective share of the excess contributions. The Advisory Committee
will determine the respective shares of excess contributions by starting with
the Highly Compensated Employee(s) who has the greatest ADP, reducing his ADP
to the next highest ADP, then, if necessary, reducing the ADP of the Highly
Compensated Employee(s) at the next highest ADP level (including the ADP of
the Highly Compensated Employee(s) whose ADP the Advisory Committee already
has reduced), and continuing in this manner until the average ADP for the
Highly Compensated Group satisfies the ADP test. If the Highly Compensated
Employee is part of an aggregated family group, the Advisory Committee, in
accordance with the applicable Treasury regulations, will determine each
aggregated family member's allocable share of the excess contributions
assigned to the family unit.
(F) Allocable Income.
To determine the amount of the corrective distribution required under this
Section 5.11, the Advisory Committee must calculate the allocable income for
the Plan Year in which the excess contributions arose and for the "Gap
period" measured from the beginning of the next Plan Year to the date of the
distribution.
98
"Allocable income" means net income or net loss. To calculate allocable
income for the Plan Year, the Advisory Committee: (1) first will determine
the net income or net loss for the Plan Year on the Highly Compensated
Employee's Accrued Benefit attributable to Deferral Contributions; and (2)
then will multiply this net income or net loss by the following fraction:
Amount of the Highly Compensated Employee's excess contributions
______________________________________________________________
Accrued Benefit attributable to deferral contributions
The Accrued Benefit attributable to Deferral Contributions includes the
Accrued Benefit attributable to Salary Reduction Contributions, Qualified
Matching Contributions and Qualified Nonelective Contributions taken into
account in the ADP test for the Plan Year or for any prior Plan year. For
purposes of the denominator of the fraction, the Advisory Committee will
calculate the Accrued Benefit attributable to Deferral contributions as of
the last day of the Plan Year (without regard to the net income or net loss
for the Plan Year on that Accrued Benefit).
To calculate allocable income for the "Gap period," the Advisory Committee
will perform the same calculation as described in the preceding paragraph,
except in clause (1) the Advisory Committee will determine, as of the last
day of the month preceding the date of distribution, the net income or net
loss for the "gap period" and in clause (2) will calculate the Accrued
Benefit attributable to deferral contributions as of the day before the
distribution. If the Plan does not perform a valuation on the last day of
the month preceding the date of distribution, the Advisory Committee, in lieu
or the calculation described in this Paragraph, will calculate allocable
income for each month in the "gap period": as equal to 10% of the allocable
income for the Plan Year. Under this alternate calculation, the Advisory
Committee will disregard the month in which the distribution occurs, if the
Plan makes the distribution no later than the 15th day of that month.
Section 5.12. Nondiscrimination Rules for Employer Matching Contributions/
Employee Contributions.
For Plan Years beginning after December 31, 1986, the Advisory Committee must
determine whether the annual Employer Matching Contributions (other than
Qualified Matching Contributions use in the ADP test), if any, and
99
the Employee contributions, if any, satisfy one of the following average
contribution percentage ("ACP") tests:
(i) The ACP for the Highly Compensated Group does not exceed 1.25 times the
ACP of the Nonhighly Compensated Group; or
(ii) The ACP for the Highly Compensated Group does not exceed the ACP for the
Nonhighly Compensated Group by more than two percentage points (or the lesser
percentage permitted by the multiple use limitation in Section 5.13) and the
ACP for the Highly Compensated Group is not more than twice the ACP for the
Nonhighly Compensated Group.
(A) Calculation of ACP.
The average contribution percentage for a group is the average of the
separate contribution percentages calculated for each Eligible Employee who
is a member of that group. An Eligible Employee's contribution percentage
for a Plan Year is the ratio of the Eligible Employee's aggregate
contributions for the Plan Year to the Employee's Compensation for the Plan
Year. "Aggregate contributions" are Matching Contributions (other than
Qualified Matching Contributions used in the ADP test) and Employee
Contributions. For aggregated family members treated as a single Highly
Compensated Employee, the contribution percentage of the family unit is the
contribution percentage determined by combining the aggregate contributions
and Compensation of all aggregated family members.
The Advisory Committee, in a manner consistent with Treasury regulations, may
determine the contribution percentages of the Eligible Employees by taking
into account qualified nonelective contributions (other than Qualified
Nonelective Contributions used in the ADP test under Section 5.11) or
elective deferrals, or both, made to this Plan or to any other qualified Plan
maintained by the Employer. The Advisory Committee may not include qualified
nonelective contributions in the ACP test unless the allocation of
nonelective contributions is nondiscriminatory when the Advisory Committee
takes into account all nonelective contributions (including the qualified
nonelective contributions) and also when the Advisory Committee takes into
account only the nonelective contributions not used in either the ADP test
described in Section 5.11 or the ACP test described in
100
Section 5.12. The Advisory Committee may not include elective deferrals in
the ACP test, unless the Plan which includes the elective deferrals satisfies
the ADP test both with and without the elective deferrals included in this
ACP test. For Plan Years beginning after December 31, 1989, the Advisory
Committee may not include in the ACP test any qualified nonelective
contributions or elective deferrals under another qualified plan unless that
Plan has the same plan year as this Plan. The Advisory Committee must
maintain records to demonstrate compliance with the ACP test, including the
extent to which the Plan used qualified nonelective contributions or elective
deferrals to satisfy the test.
(B) Special Aggregation Rule for Highly Compensated Employees.
To determine the contribution percentage of any Highly Compensated Employee,
the aggregate contributions taken into account must include any matching
contributions (other than qualified matching contributions used in the ADP
test) and any employee contributions made on his behalf to any other plan
maintained by the Employer, unless the other plan is an ESOP. If the plans
have different play years, the Advisory Committee will determine the combined
aggregate contributions on the basis of the plan years ending in the same
calendar year.
(C) Distribution of Excess Aggregate Contributions.
The Advisory Committee will determine excess aggregate contributions after
determining excess deferrals under Section 5.10 and excess contributions
under Section 5.11. If the Advisory Committee determines the Plan fails to
satisfy the ACP test for a Plan Year, it must distribute the excess aggregate
contributions, as adjusted for allocable income, during the next Plan Year.
However, the Employer will incur an excise tax equal to 10% of the amount of
excess aggregate contributions for a Plan Year not distrusted to the
appropriate Highly Compensated Employees during the first 2 1/2 months of
that next Plan Year. The excess aggregate contributions are the amount of
the aggregate contributions allocated on behalf of the Highly Compensated
Employees which causes the Plan to fail to satisfy the ACP test. The
Advisory Committee will distribute to each Highly Compensated Employee his
respective shares of excess aggregate contributions by starting with the
Highly Compensated
101
Employee(s) who has the greatest contribution percentage, reducing his
contribution percentage to the next highest contribution percentage then, if
necessary, reducing the contribution percentage (including the contribution
percentage of the Highly Compensated Employee(s) at the next highest
contribution percentage (including the contribution percentage of the Highly
Compensated Employee(s) whose contribution percentage the Advisory Committee
already has reduced), and continuing in this manner until the ACP for the
Highly Compensated Group satisfies the ACP test. If the Highly Compensated
Employee is part of an aggregated family group, the Advisory Committee, in
accordance with the applicable Treasury regulations, will determine each
aggregated family member's allocable share of the excess aggregate
contributions assigned to the family unit.
(D) Allocable Income
To determine the amount of the corrective distribution required under this
Section 5.12, the Advisory Committee must calculate the allocable income for
the Plan Year in which the excess aggregate contributions arose and for the
"gap period" measured from the beginning of the next Plan Year to the date of
the distribution. "Allocable income" means net income or net loss. The
Advisory Committee will determine allocable income in the same manner as
described in Section 5.11 for excess contributions, except the numerator of
the allocation fraction will be the Highly Compensated Employee's excess
aggregate contributions and the denominator of the allocation fraction will
be the Employee's Accrued Benefit attributable to aggregate contributions
and, if applicable, to Qualified Nonelective Contributions and Elective
Deferrals included in the ACP test for the Plan Year or for any prior Plan
Year.
(E) Characterization of Excess Aggregate Contributions.
The Advisory Committee will treat a Highly Compensated Employee's allocable
share of excess aggregate contributions in the following priority: (1) first
as attributable to his employee contributions which are voluntary
contributions, if any; (2) then as matching contributions allocable with
respect to excess contributions determined under the ADP test; (3) then on a
pro rata basis to matching contributions and to the deferral contributions
relating to those matching
102
contributions which the Advisory Committee has included in the ACP test; (4)
then on a pro rata basis to the employee contributions which are mandatory
contributions, if any, and to the matching contributions allocated on the
basis of those mandatory contributions; and (5) last to qualified nonelective
contributions used in the ACP test. To the extent the Highly Compensated
Employee's excess aggregate contributions are attributable to matching
contributions, and he is not 100% vested in his Accrued Benefit attributable
to matching contributions, the Advisory Committee will distribute only the
vested portion and forfeit the nonvested portion. The vested portion of the
Highly Compensated Employee's excess aggregate contributions attributable to
Employer matching contributions is the total amount of such excess aggregate
contributions (as adjusted for allocable income) multiplied by his vested
percentage (determined as of the last day of the Plan Year for which the
Employer made the matching contribution). The Plan will allocate forfeited
excess aggregate contributions to reduce Employer matching contributions for
the Plan Year in which the forfeiture occurs.
Section 5.13. Multiple Use Limitation.
For Plan Years beginning after December 31, 1988, if at least one Highly
Compensated Employee is includible in the ADP test and in the ACP test, the
sum of the Highly Compensated Group's ADP and ACP may not exceed the multiple
use limitation.
The multiple use limitation is the sum of (i) and (ii):
(i) 125% of the greater of: (a) the ADP of the Nonhighly Compensated Group
under the Code Section 401(k) arrangement; or (b) the ACP of the Nonhighly
Compensated Group for the Plan Year beginning with or within the Plan Year of
the Code Section 401(k) arrangement.
(ii) 2% plus the lesser of (i) (a) or (i) (b), but no more than twice the
lesser of (i) (a) or (i) (b).
The Advisory Committee, in lieu of determining the multiple use limitation as
the sum of (i) and (ii), may elect to determine the multiple use limitation
as the sum of (iii) and (iv).
103
(iii) 125% of the lesser of: (a) the ADP of the Nonhighly Compensated Group
under the Code Section 401(k) arrangement; or (b) the ACP of the Nonhighly
Compensated Group for the Plan year beginning with or within the Plan Year of
the Code Section 401(k) arrangement.
(iv) 2% plus the greater of (iii) (a) or (iii) (b), but no more than twice
the greater of (iii) (a) or (iii) (b).
This Section 5.13 does not apply unless, prior to application of the multiple
use limitation, the ADP and the ACP of the Highly Compensated Group each
exceeds 125% of the respective percentages for the Nonhighly Compensated
Group.
The Advisory Committee will determine whether the Plan satisfies the multiple
use limitation after applying the ADP test under Section 5.11 and the ACP
test under Section 5.12 and after making any corrective distributions
required by those Sections. If, after applying this Section 5.13 the
Advisory Committee determines the Plan has failed to satisfy the multiple use
limitation, the Advisory Committee will correct the failure by treating the
excess amount as excess aggregate contributions under Section 5.12. This
Section 5.13 does not apply unless, prior to application of the multiple use
limitation, the ADP and the ACP of the Highly Compensated Group each exceeds
125% of the respective percentages for the Nonhighly Compensated Group.
3. That the Plan is hereby amended by replacing that portion of
the first paragraph of Section 7.02 which precedes the vesting schedule with
the following:
(a) A Participant's Accrued Benefit derived from Salary Reduction
Contributions, Employer Matching Contributions and Qualified Nonelective
Contributions under Section 5.01 shall always be one hundred percent (100%)
Nonforfeitable. A Participant's Accrued Benefit derived from Employer
Nonelective Contributions under Section 5.01 shall be one hundred percent
(100%) Nonforfeitable upon and after his attaining Normal Retirement Age (if
employed by the Employer on or after that date), or if his employment
terminates as a result of death or disability. If a Participant's employment
terminates prior to Normal Retirement Age for any reason other than death or
disability, then for each year of
104
Service he shall receive a Nonforfeitable percentage of his Accrued Benefit
(forfeiting the balance) derived from Employer Nonelective Contributions
equal to the following:
In Witness Whereof, the Company and the Trustee have executed this instrument
as of the ___ day of ___________________, 1992.
Brenton Banks, Inc. Brenton Bank, N.A.
By /s/ C. Robert Brenton By /s/ Stacy G. Van Blair
Its ___________________________ Its Vice President/Trust Officer
Company Trustee
105
Second Amendment To Restated Trust Agreement
Brenton Banks, Inc. Employees' Retirement Plan
This Agreement, made by and between Brenton Banks, Inc., a corporation
organized under and existing by virtue of the laws of the State of Iowa
(hereinafter referred to as "Company") and Brenton National Bank, N.A.
(hereinafter referred to as "Trustee").
Whereas, the Company and the Trustee originally entered into a Trust
agreement effective for the Plan Year ended December 31, 1986; and
Whereas, such Trust Agreement was amended and restated on June 24, 1991,
effective January 1, 1987; and
Whereas, the parties hereto now desire to amend such Trust Agreement in
certain respects, such amendment to be effective January 1, 1993;
Now, Therefore, in consideration of the mutual undertakings herein contained,
It Is Agreed as follows:
1. That the Plan is hereby amended by replacing the third paragraph of
section 5.01(A) of the Plan, relating to Employer Matching Contributions,
with the following:
Employer Matching Contributions. An amount equal to 100% of each
Participant's first tier of Salary Reduction Contributions for the Plan Year,
plus 50% of each participant's second tier of Salary Reduction Contributions
for the Plan Year. The Advisory Committee will treat as the first tier of
Salary Reduction Contributions, an amount not exceeding 2% of each
Participants Compensation. The Advisory Committee will treat as the second
tier of Salary Reduction Contributions an amount equal to the Participant's
Salary Reduction Contributions in excess of 2% of participant's Compensation,
but not exceeding 4% of each participant's Compensation. The Employer also
may contribute an additional amount, equal to a percentage the Employer from
time to time may deem advisable of each Participant's Compensation. The
Employer will determine the amount of its matching contributions by
disregarding Participants not entitled to an allocation of Employer matching
contributions.
106
2. That Section 5.08 of the Plan is hereby amended by replacing "15%" in the
first sentence of the second paragraph thereof with "13%".
3. That Section 7.01 of the Plan is hereby amended by replacing the first
sentence thereof with the following:
A Participant's Normal Retirement Age is sixty-two (62) years of age.
In Witness Whereof, the Company and the Trustee have executed this instrument
as of the 31st day of December, 1992.
Brenton Banks, Inc. Brenton Bank, N.A.
By /s/ C. Robert Brenton By /s/ Stacy G. Van Blair
Its ___________________________ Its Vice President/Trust Officer
Company Trustee
107
Third Amendment to Restated Trust Agreement
Brenton Banks, Inc. Employees' Retirement Plan
This Agreement, made by and between Brenton Banks, Inc., a corporation
organized under and existing by virtue of the laws of the State of Iowa
(hereinafter referred to as "Company") and Brenton Bank, N.A. (hereinafter
referred to as "Trustee").
Whereas, the Company and the Trustee originally entered into a Trust
Agreement effective for the Plan Year ended December 31, 1986; and
Whereas, such Trust Agreement was amended and restated on June 24, 1991,
effective January 1, 1987; and
Whereas, the parties hereto now desire to amend such Trust Agreement in
certain respects, such amendment to be effective January 1, 1994;
Now, therefore, in consideration of the mutual undertakings herein contained,
it is agreed as follows:
1. That the Plan is hereby amended by replacing the first sentence in section
2.01(7) of the Plan relating to the definition of "Compensation," with the
following:
The term "Compensation" shall mean all wages, salaries, and other payments
for personal services actually rendered in the course of employment with the
Employer, including bonuses, commissions, overtime pay, incentive pay,
benefit payments under the Company's short-term disability plan and salary
reduction contributions voluntarily authorized as contributions to this Plan
or to the Employer's Cafeteria Plan by eligible employees. This definition
of Compensation does not include: stock options, club dues, automobile,
educational assistance, moving expenses, split dollar life insurance,
severance pay, or benefits under the Employer's employee stock purchase
program, long term stock compensation program, group term life insurance
plan, employee P.C. purchase plan or other similar fringe benefits. For any
self-employed individual "Compensation" shall mean Earned Income.
2. That Section 5.02 of the Plan is hereby amended by replacing "4%" in
subparagraph (a) thereof with "4.5%".
In Witness Whereof, the Company and the Trustee have executed this instrument
as of the 18th day of July, 1994.
Brenton Banks, Inc. Brenton Bank, N.A.
By /s/ C. Robert Brenton By /s/ Stacy G. Van Blair
Its ___________________________ Its Vice President/Trust Officer
Company Trustee
108
Fourth Amendment to Restated Trust Agreement
Brenton Banks, Inc. Employees' Retirement Plan
This Agreement, made by and between Brenton Banks, Inc., a corporation
organized under and existing by virtue of the laws of the State of Iowa
(hereinafter referred to as "Company") and Brenton Bank, N.A. (hereinafter
referred to as "Trustee").
Whereas, the Company and the Trustee originally entered into a Trust
Agreement effective for the Plan Year ended December 31, 1986; and
Whereas, such Trust Agreement was amended and restated on June 24, 1991,
effective January 1, 1987; and
Whereas, the parties hereto now desire to amend such Trust Agreement in
certain respects;
Now, therefore, in consideration of the mutual undertakings herein contained,
it is agreed as follows:
1. That Section 5.01 of the Plan is hereby amended effective January 1, 1994
by replacing "4%" in subparagraph (a) thereof with "4.5%". (This amendment
was included in the Third Amendment to the Plan, but contained in incorrect
section reference.)
2. That the Plan be amended by adding the following Appendix to the Plan:
Appendix to the Plan
Article A
This Article is necessary to comply with the Unemployment Compensation
Amendments Act of 1992.
Section A-1. Application. This Article applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this
Article, a distributee may elect, at the time and in the manner prescribed by
the Plan Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover.
109
Section A-2. Definitions.
(a) "Eligible rollover distribution." An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include:
any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expec-
tancies) of the distributee and the distributee's designated beneficiary, or
for a specified period of ten years or more; any distribution to the extent
such distribution is required under Code Section 401(a)(9); and the portion
of any distribution that is not includible in gross income (determined
without regard to the exclusion of net unrealized appreciation with respect
to employer securities).
(b) "Eligible retirement plan." An eligible retirement plan is an individual
retirement account described in Code Section 408(a), an individual retirement
annuity described in Code Section 408(b), an annuity plan described in Code
Section 403(a), or a qualified trust described in Code Section 401(a), that
accepts the distributee's eligible rollover distribution. However, in the
case of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account or individual
retirement annuity.
(c) "Distributee." A distributee includes an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse and the
employee's or former Employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in Code Section
414(p), are distributees with regard to the interest of the spouse or former
spouse.
(d) "Direct rollover." A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.
Article B
This Article is necessary to comply with the Omnibus Budget Reconciliation
Act of 1993 (OBRA '93).
In addition to other applicable limitations set forth in the plan, and
notwithstanding any other provision of the plan to the contrary, for plan
years beginning on or after
110
January 1, 1994, the annual compensation of each employee taken into account
under the plan shall not exceed the OBRA '93 annual compensation limit. The
OBRA '93 annual compensation limit is $150,000, as adjusted by the
Commissioner for increases in the cost of living in accordance with Section
401(a)(17)(B) of the Internal Revenue Code. The cost-of-living adjustment in
effect for a calendar year applies to any period, not exceeding 12 months,
over which compensation is determined (determination period) beginning in
such calendar year. If a determination period consists of fewer than 12
months, the OBRA '93 annual compensation limit will be multiplied by a
fraction, the numerator of which is the number of months in the determination
period, and the denominator of which is 12.
For plan years beginning on or after January 1, 1994, any reference in this
plan to the limitation under Section 401(a)(17) of the Code shall mean the
OBRA '93 annual compensation limit set forth in this provision.
If compensation for any prior determination period is taken into account in
determining an employee's benefits accruing in the current plan year, the
compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first plan year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.
In Witness Whereof, the Company and the Trustee have executed this instrument
as of the 20th day of December, 1994.
BRENTON BANKS, INC. BRENTON BANK, N.A.
By /s/ Steven T. Schuler By /s/
Its CFO/Treasurer/Secretary Its Vice President
Company Trustee
111